2021-281049-K1Y6B0 CONFIDENTIAL Page 4
service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement.
• Expenses associated with onsite services are invoiced as incurred.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
Standard Project Management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of project plan task statuses, and go-live planning activities.
2022-372353-M5V0F3 CONFIDENTIAL Page 1
Quoted By: Karen Grosset
Quote Expiration: 05/15/23
Quote Name: City of Richmond - ERP -
Implementation Time
Quote Description: Implementation
Sales Quotation For:
City of Richmond
450 Civic Center Plaza
Richmond CA 94804-1661
Phone: +1 (510) 620-6513
Professional Services
Description Quantity Unit Price Ext Discount
Extended
Price Maintenance
Implementation - Remote 164 $ 200.00 $ 0.00 $ 32,800.00 $ 0.00 MISC Munis Custom Development 1 $ 40,000.00 $ 0.00 $ 40,000.00 $ 7,200.00 Project Management 24 $ 200.00 $ 0.00 $ 4,800.00 $ 0.00 TOTAL $ 77,600.00 $ 7,200.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 0.00
2022-372353-M5V0F3 CONFIDENTIAL Page 2
Total Tyler Services $ 77,600.00 $ 7,200.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 77,600.00 $ 7,200.00
Contract Total $ 84,800.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
All Primary values quoted in US Dollars
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
2022-372353-M5V0F3 CONFIDENTIAL Page 3
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.
Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement.
• Expenses associated with onsite services are invoiced as incurred.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
2022-372353-M5V0F3 CONFIDENTIAL Page 4
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
Standard Project Management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of project plan task statuses, and go-live planning activities.
CITY OF RICHMOND
Standard Contract Approval and Execution Routing Slip
Step 1: Staff Preparation
Contractor Name:__________________________ Contract# _______BL#_______Exp. Date:_______ Description of Services ___________________________________________Vendor #___________ Department:_______________________ Project Manager:_________________ Phone:___________ Initial Contract Amount:$_________________________ Term of Contract: ____________________ Total Contract: $ ________________________________
Initial Contract: Amendment: 1 2 3 4 Amendment $__________ Check One Attach
1. Check Emergency Justification (Please Attach)
One Sole Source Approval Signed (Please Attach)
Evidence of Competitive Bidding (Please Attach)
2. Prepare Scope of Work
3. Add Insurance Provisions
4. Obtain Tentative Contractor Approval (Scope of Work, General Conditions, Insurance Provisions)
5. Prepare Contract
6. Secure Legal Opinion
7. Purchasing Division Approval in Munis
City Clerk ensures that contract received City Council approval that took place at the ______________________Council meeting. ____________________City Clerk Signature Delivered Date Return Date
City Attorney ________________ ________________
Mayor ________________ ________________
City Clerk ________________ ________________
City Clerk will return two original documents to Project Manager for the contractor and department and place a copy on the Intranet
Step 2: Council Approval Process (Contracts above $10,000) Step 4: Submit Contractor Signed Documents to City Clerk
Step 3: After City Council Approval, Project Manager Executes Contract by
8. Check
Applicable
boxes
Council Approval
(over $10,000) (Council Meeting Date) _______________
Finance Committee Approval
(over $100,000) (Committee Meeting Date) _______________ This contract is grant funded by ________________________ Obtaining contractor signature on 3 original contracts and attaching Insurance Certificate and additional Insurance Endorsement
Using Agenda Plus System to Place Items on the City Council Agenda for Action Tyler Technologies, Inc. 1025 4005-1508 12/31/2022 Prof. Srvcs.- Implement., Invest. Assess. and write-up, PACE upgrade assist. 6315 Information Technologies Sue Hartman 510 - 620 - 6874 1 year Amendment # 11 30,400.00 ✔ ✔
✔
✔
July 26, 2022
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
1 AMENDMENT
This amendment (“Amendment”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. with offices at One Tyler Drive, Yarmouth, Maine 04096 (“Tyler”) and the City of Richmond, California, with offices at 450 Civic Center Plaza, Richmond, California 94804-1661 (“Client”).
WHEREAS, Tyler and Client are parties to an agreement dated September 27, 2007 (“Agreement”); and WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and Client agree as follows:
1. The services set forth in the Investment Summary attached hereto as Exhibit 1 are hereby added to the Agreement. Services added to the Agreement pursuant to this Amendment, along with applicable expenses, shall be invoiced as provided and/or incurred.
2. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.
3. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.
Tyler Technologies, Inc. City of Richmond, California
By: By:
Name: Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2 8/1/2022
Robert Kennedy-Jensen
Group General Counsel MayoryMayor
8/9/2022
Thomas K. Butt
Exhibit 1
1 Exhibit 1
Amendment Investment Summary
The following Amendment Investment Summary details the software and services to be delivered by us to you under this Amendment. This Amendment Investment Summary is effective as of the Amendment Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
In the event a comment in the following sales quotations conflicts with a provision of this Amendment, the provision in this Amendment shall control.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
2022-314790-Y2W6J9 CONFIDENTIAL Page 1
Quoted By: Karen Grosset
Quote Expiration: 10/05/22
Quote Name: City of Richmond - ERP -
Employee Evaluation
Implementation
Quote Description: Employee Evaluation
Implementation
Sales Quotation For:
City of Richmond
450 Civic Center Plaza
Richmond CA 94804-1661
Phone: +1 (510) 620-6513
Professional Services
Description Quantity Unit Price Ext Discount
Extended
Price Maintenance
Implementation - Remote 64 $ 200.00 $ 0.00 $ 12,800.00 $ 0.00 Project Management 4 $ 200.00 $ 0.00 $ 800.00 $ 0.00
TOTAL $ 13,600.00 $ 0.00
Summary One Time Fees Recurring Fees
Total Tyler Software $ 0.00 $ 0.00
Total Annual $ 0.00 $ 0.00
Total Tyler Services $ 13,600.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
2022-314790-Y2W6J9 CONFIDENTIAL Page 2
Summary Total $ 13,600.00 $ 0.00
Contract Total $ 13,600.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
All Primary values quoted in US Dollars
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2 8/9/2022
Thomas K. Butt
2022-314790-Y2W6J9 CONFIDENTIAL Page 3
and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.
Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement.
• Expenses associated with onsite services are invoiced as incurred.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
2022-314790-Y2W6J9 CONFIDENTIAL Page 4
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
Standard Project Management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of project plan task statuses, and go-live planning activities.
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
2022-327792-S4Z8T2 CONFIDENTIAL Page 1
Quoted By: Karen Grosset
Quote Expiration: 12/07/22
Quote Name: City of Richmond - ERP -
Investment Assessment
Quote Description: Investment Assessment
Sales Quotation For:
City of Richmond
450 Civic Center Plaza
Richmond CA 94804-1661
Phone: +1 (510) 620-6513
Professional Services
Description Quantity Unit Price Ext Discount
Extended
Price Maintenance
Investment Assessment - Financials 16 $ 200.00 $ 0.00 $ 3,200.00 $ 0.00 Investment Assessment Write Up - Financials 8 $ 200.00 $ 0.00 $ 1,600.00 $ 0.00 TOTAL $ 4,800.00 $ 0.00
Summary One Time Fees Recurring Fees
Total Tyler Software $ 0.00 $ 0.00
Total Annual $ 0.00 $ 0.00
Total Tyler Services $ 4,800.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 4,800.00 $ 0.00
Contract Total $ 4,800.00
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
2022-327792-S4Z8T2 CONFIDENTIAL Page 2
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
All Primary values quoted in US Dollars
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2 8/9/2022
Thomas K. Butt
2022-327792-S4Z8T2 CONFIDENTIAL Page 3
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.
Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement.
• Expenses associated with onsite services are invoiced as incurred.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
2022-327792-S4Z8T2 CONFIDENTIAL Page 4
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
2022-327789-J9X6M4 CONFIDENTIAL Page 1
Quoted By: Karen Grosset
Quote Expiration: 12/07/22
Quote Name: City of Richmond - ERP - Pace
Upgrade Assistance
Quote Description: Pace Upgrade Assistance
Sales Quotation For:
City of Richmond
450 Civic Center Plaza
Richmond CA 94804-1661
Phone: +1 (510) 620-6513
Professional Services
Description Quantity Unit Price Ext Discount
Extended
Price Maintenance
PACE Upgrade Assistance: Remote - Per Day 15 $ 800.00 $ 0.00 $ 12,000.00 $ 0.00 TOTAL $ 12,000.00 $ 0.00
Summary One Time Fees Recurring Fees
Total Tyler Software $ 0.00 $ 0.00
Total Annual $ 0.00 $ 0.00
Total Tyler Services $ 12,000.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 12,000.00 $ 0.00
Contract Total $ 12,000.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
2022-327789-J9X6M4 CONFIDENTIAL Page 2
For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
All Primary values quoted in US Dollars
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2 8/9/2022
Thomas K. Butt
2022-327789-J9X6M4 CONFIDENTIAL Page 3
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.
Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement.
• Expenses associated with onsite services are invoiced as incurred.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
2022-327789-J9X6M4 CONFIDENTIAL Page 4
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
Upgrade PM Assistance: Includes 3 days of PM services per month. PM services include delivery and management of upgrade project plan, internal coordination of Tyler resources, and scheduled bi-weekly status calls to review the upgrade project. Upgrade PM Assistance does not include training or access to a Tyler Subject Matter Expert, as such, enrollment in PACE is strongly recommended to complement this service.
Without additional services, clients are responsible for developing and executing upgrade test scenarios as well as conducting internal training for staff. Minimum service duration is 4 months, and clients may choose to extend this service by purchasing additional months (3 days per) at the then-current price.
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:
PRODUCER
(A/C, No, Ext): PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR WVDADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
E
1,000,000 10 UEN DL0437 NYC-011256812-04 1,000,000 25,000,000 X 27120 25,000,000 N
04/01/2022 X
Hartford Casualty Insurance Company 0
04/01/2023 12/17/2021 11000 04/01/2023 [email protected] 10 UEN DI9897 Professional Liability D 2,000,000 1,000,000 11515 Trumbull Insurance Company 1,000,000 X C
X
04/06/2022 04/01/2022 5,000,000 City of Richmond California is Additional Insured as respects general liability, a waiver of subrogation applies, where required by written contract. X Richmond, CA 94804 City of Richmond California
Sentinel Insurance Company 10,000 A
QBE Specialty Insurance Company CN102891976-TTI-GAWX+-22-23 Limit 10,000 04/01/2023 1,000,000 10 XHU DL0102 Cyber Protection 2,000,000 19682 300,000 1,000,000 12/17/2022 10WBAK8AGK 99 HIGH STREET MARSH USA, INC.
X
BOSTON, MA 02110 Socrata, Inc.
Tyler Technologies, Inc.
Plano, TX 75024 5101 Tennyson Parkway
X
X
130001996 04/01/2022 450 Civic Center Plz
04/01/2022 B
Finn Davis 04/01/2023 29424 (617) 999-7893 Hartford Fire Insurance Co ACORD® ~ I
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DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
BUSINESS TAX CERTIFICATE
This is not a Bill
Summary of Fees Paid
Fees Paid
CLASS H: PROFESSIONAL/SEMI-PRFESSIONAL SERVICE 3,832.55 DUE TO STATE GOV/SB1186 4.00
Receipt for Current License Fees
Paid by: TYLER TECHNOLOGIES, INC.
Receipt No: R79085
Payment Date: 07/12/2022
TOTAL PAID
Method : CHECKS
Check no: TYL0120515
3,836.55
LICENSE NUMBER: 4005-1508
TYLER TECHNOLOGIES, INC
1 TYLER DR
YARMOUTH, ME 04096
LICENSE: 4005-1508
Renew your license prior to the end of the effective date listed below.
You are required by City Ordinance RMC 7.04 to have a valid Business Tax Certificate if your business is located in the City of Richmond, or if you perform work within the City.
LICENSE TYPE: CLASS H: PROFESSIONAL/SEMI-PROFESSIONAL SERVICE TYPE OF BUSINESS: BUSINESS SERVICES
DETACH YOUR BUSINESS LICENSE TAX CERTIFICATE
FROM ABOVE AND POST IN PUBLIC VIEW
Prepared in accordance to the Administrative Policy and Procedures manual POLICY NUMBER : AP 516 2022
City of Richmond • 450 CIVIC CENTER PLAZA • RICHMOND, CA 94804 • (510) 620-6742 EFFECTIVE DATE: 01/01/2016 TO 12/31/2022
Director of Finance
EXPIRES: 12-31-2022
Current Employees:
POST IN A CONSPICUOUS PLACE
- NON TRANSFERABLE -
Owners(s):
JOHN YEAMAN
Yarmouth, ME 04096
NO OTHER OWNERS
TYLER TECHNOLOGIES, INC
1 TYLER DR
YARMOUTH, ME 04096
Business Mailing Address / Account: 40051508
For Information contact the City of Richmond Business Tax Office 450 CIVIC CENTER PLAZA • RICHMOND, CA 94804 • (510) 620-6742 www.ci.richmond.ca.us/bl
AP-08-99 IT-10-11
DocuSign Envelope ID: 0465C8CB-BB00-4DEE-B3CD-8347DA124603 DocuSign Envelope ID: FB74002C-8F1C-4231-912E-5DE79F51C6E2
TYLER TECHNOLOGY AMENDMENTS #6 TO #10
1 AMENDMENT
This amendment (“Amendment”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. with offices at One Tyler Drive, Yarmouth, Maine 04096 (“Tyler”) and the City of Richmond, California, with offices at 450 Civic Center Plaza, Richmond, California 94804-1661 (“Client”).
WHEREAS, Tyler and Client are parties to an agreement dated September 27, 2007 (“Agreement”); and WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and Client agree as follows:
1. The service set forth in the Investment Summary attached hereto as Exhibit 1 is hereby added to the Agreement. The year 1 fee shall be invoiced on August 1, 2022, prorated for the period August 1, 2022 – June 30, 2023. Subsequent annual fees will be invoiced in accord with the Agreement.
2. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.
3. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.
Tyler Technologies, Inc. City of Richmond, California
By: By:
Name: Name:
Title: Title:
Date: Date:
Robert Kennedy-Jensen
Group General Counsel
July 12, 2022
DocuSign Envelope ID: 0465C8CB-BB00-4DEE-B3CD-8347DA124603 7/19/2022
Thomas K. Butt
MayoryMayor
Exhibit 1
1 Exhibit 1
Amendment Investment Summary
The following Amendment Investment Summary details the software and services to be delivered by us to you under this Amendment. This Amendment Investment Summary is effective as of the Amendment Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
In the event a comment in the following sales quotation conflicts with a provision of this Amendment, the provision in this Amendment shall control.
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DocuSign Envelope ID: 0465C8CB-BB00-4DEE-B3CD-8347DA124603 7/19/2022
Thomas K. Butt
DocuSign Envelope ID: 0465C8CB-BB00-4DEE-B3CD-8347DA124603
DocuSign Envelope ID: 0465C8CB-BB00-4DEE-B3CD-8347DA124603
TYLER TECHNOLOGY AMENDMENTS #1 TO #5
December 20, 2022
Library and Community Services
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: LaShonda White, Interim Director of Community Services Patrick Seals, Senior Management Analyst
Subject: 2023 and 2025 Richmond Community Surveys
FINANCIAL IMPACT: The total cost to enter into a 36-month agreement for the survey will not exceed $78,000.
$31,525 – 2023 Community Survey
$7,500 – Ongoing access to Richmond’s profile on
Polco in 2024
$32,500 – 2025 Community Survey
$6,475 – Contingency for additional survey
services (2023-2025)
The funds to cover the cost of the 2023 will be allocated from the Internal Services and City Manager’s Office
budgets (01371118-400201 and 01131013-400201,
respectively). Costs for future services will be budgeted appropriately in Fiscal Year (FY) 2023-2024 and FY
2024-2025.
PREVIOUS COUNCIL
ACTION:
March 2, 2021
STATEMENT OF THE
ISSUE:
Every two (2) years since 2007, the City of Richmond has enrolled in the National Research Center’s National
Citizen Survey Program to conduct a community survey
to help the City Council set spending priorities and for city service delivery improvement. City Council decided that the survey should be conducted biennially; therefore, the City Manager’s Office would like to enroll in the survey program for 2023 and 2025, and ongoing profile and
subscriber access during the 2024.
AGENDA
REPORT
December 20, 2022
RECOMMENDED ACTION: AUTHORIZE the city manager or their designee to enter into a 36-month agreement with Polco/National Research
Center’s National Citizen Survey Program to facilitate
and conduct the 2023 ($31,525) and 2025 ($32,500)
Richmond Community Surveys, and provide ongoing
subscriber outreach and profile management in 2024
($7,500), for a total contract payment limit of $78,000, including a $6,475 contingency to support additional
survey-related services – Library and Community
Services (LaShonda White/Patrick Seals 510-620-6512).
DISCUSSION:
The City of Richmond has enrolled in the National Research Center’s (NRC) National Citizen Survey (NCS) biennially since 2007. The NCS is a collaborative effort between the NRC, a public research firm focused on public sector information needs, and the International City/County Management Association (ICMA). NRC has a benchmark database that holds hundreds of thousands of resident opinions – making it the largest of its kind in the United States. A few years ago, NRC merged with Polco, an online community engagement polling platform, to give public sector organizations the data they need to make more informed decisions. To allow for continuity and comparison of results, City staff recommends allowing NRC/Polco to conduct Richmond’s 2023 and 2025 Community Survey (Attachment 1). Additional information regarding Polco/NRC can be found at https://info.polco.us/about-nrc
The City Manager’s Office would like to enter into an agreement (Attachment 2) and enroll in the program for 2023 in order to:
Assess the quality of community life and services provided to residents; Track residents’ perceptions of service quality, community amenities, and public safety over time;
Help make informed decisions about how to allocate resources; Assess support for local policies;
Gather information on residents’ use of services; and Compare results from previous years to measure changes over time The results from surveys conducted between 2007 and 2021 can be found on the City’s website at http://www.ci.richmond.ca.us/index.aspx?NID=1871. Survey results are utilized in various documents and city reports such as the Department of Children and Youth Community Needs Assessment, Health in All Policies report, and grant applications.
2023 Survey
The quote for Richmond’s 2023 iteration of The NCS totals $31,525 (Attachment 3). The City Council needs to approve enrollment in the program in order to officially signup to
December 20, 2022
conduct the 2023 and 2025 survey. No other documents or forms are needed. The 2023 and 2025 survey instruments will closely resemble the past surveys in format and content which will enable Polco/NRC to compare survey results from multiple years (Attachment 4). In 2020, Polco/NRC refreshed the NCS survey template; however, overall, most of Richmond’s trends will be preserved as the vast majority of survey questions have remained.
The Polco/NRC will mail out surveys to randomly selected and geographically dispersed Richmond households. The selected households will initially receive a postcard informing them that they have been selected to participate in the survey and that the survey is also available online and in Spanish. The households will then receive the survey in the mail and reminders within a two- or three-week period. In an effort to receive the maximum amount of participation from those selected to complete the survey, City staff will publicize the survey via social media, connections with communitybased organizations, the City’s internet site, KCRT, and other venues. Polco/NRC will process the surveys, perform the data analysis, and produce and draft a report for the City’s review. The main report will contain graphs and tables of the results, a description of the methodology, information on understanding the results, and comparisons of the results to other jurisdictions that completed the Polco/NRC’s survey.
Next Steps
If City Council approves the agreement and enrollment in the NCS program, it is anticipated that the survey will be released in late January 2023 and a presentation on the survey findings will be presented to City Council in April or May 2023 (Attachment 5). Based on the NRC’s relationship with Polco, the City has unlimited access to posting questions on the Polco platform, as part of the new pricing structure, so staff will also be able to provide survey results on specific and relevant questions to Council and the community.
DOCUMENTS ATTACHED:
Attachment 1 – Sole Source
Attachment 2 – Draft Polco Services Agreement
Attachment 3 – Polco NRC Quote
Attachment 4 – Sample 2023 Survey Instrument
Attachment 5 – Proposed Timeline
Policy Confluence, Inc.
Services Agreement
THIS POLCO SERVICES Agreement (the “Order Form”) is entered into and made effective as of ___________, 2022 (“Effective Date”) by and between Policy Confluence, Inc., a Delaware corporation (“Polco” or “Company”), and the City of Richmond, California (“Customer” “you” or “your”). Polco and Customer may be referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
Agreement - This is a binding agreement by Customer to purchase Polco’s Services as set forth in the table below and further defined in this agreement.. Each of the Services are governed by and incorporates the general terms and conditions set forth in this Order Form, the Enterprise Terms and Conditions (the “Enterprise Terms” found at [https://info.polco.us/enterprise-terms]) and the Website Terms of Use (the “Website Terms” found at https://info.polco.us/eula) (each a “Supplement,” and collectively with this Order Form, the “Agreement”).
Unless otherwise expressly defined herein, all defined terms in any Supplement, respectively, used in this Order Form have the meaning stated in the applicable Supplement. In the event of any conflict or inconsistency between the provisions of (a) this Order Form, (b) a Supplement (as applicable), and (c) any other documents or policies referenced in this Order Form or the Supplements, the governing order of precedence shall be: (i) this Order Form (ii) the Enterprise Terms; (iii) the Website Terms; and (iv) any other document incorporated herein by reference.
Customer Information:
Customer Name: City of Richmond, California
Address: 450 Civic Center Plaza, Richmond, CA 94804
Contact: LaShonda White
Phone: 510.620.6828
E-mail: [email protected]
Training and Support - Your subscription includes access to the Services and Polco Materials as described below, which includes training materials, as well as access to technical support services for your Authorized Users. You understand that technical support services are for technical product support, and such services are not to be used as a substitute for proper training and education.
Privacy Policy - You acknowledge that you have read and understand Polco’s Privacy Policy (the “Privacy Policy” found at https://info.polco.us/privacy). 1
Initial Term Starting: December 20, 2022 Initial Term Ending: December 19, 2025 The Initial Term of this Agreement shall be for a period of thirty-six (36) months from the Effective Date, unless earlier terminated pursuant to this Agreement or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Term.
Fees - The Fees for your Initial Term are outlined below. All Fees are for annual terms (from the commencement of this Agreement) unless otherwise noted.
First 12-month term (2022-2023)
Fee Type Name Fee
Software Service Subscription Polco Performance Plan (with The National Community Survey)
$17,000/ year
Subscription Expanded outreach $5,000/year
Subscription ½ page of custom questions $2,800/year
Subscription Spanish translation of benchmark survey $1,350/year Subscription The NCS - custom benchmark comparisons $2,000/year Subscription adding reminder postcards to 4,500
households
$3,375/year
Total: $31,525 /
year
Summary of 3 Year Costs
Term Name Total Cost*
Year 1: 2022-2023 Polco Performance Plan with add-ons (as outlined above) $31,525 Year 2:2023- 2024 Polco Premium - ongoing access to Richmond’s profile on Polco, including continuing to build and access subscribers, all benefits of Polco Premium
$7,500
Year 3:2024-2025 Polco Performance Plan with add-ons $32,500 Total for
36-month term:
$71,525
*Entering into a 36-month purchasing agreement will result in significant cost savings for Richmond. Typical annual increases to pricing are at least 7%. Polco will lock- in a price increase for the next iteration of The National Employee Survey at 3% (2024-2025 2
subscription year) which represents guaranteed savings. Richmond may purchase additional services as needed, Polco will provide additional quotes upon request.
Billing - You will be invoiced upon execution of this Agreement and all Fees for your Initial Term are due within 30 days following the Invoice Date. If applicable, sales tax shall be assessed on your invoice to comply with the sales tax laws and regulations in your state. Your Implementation shall be suspended if Fees for your Initial Term are not received in a timely fashion, and your Account shall be suspended and inaccessible if such Fees are not received within 30 days of the invoice due date.
Fees for Renewal Terms shall be invoiced 60 days in advance of the start date of the Renewal Term, and shall be due by the start date of the Renewal Term. Your Account shall be automatically suspended and inaccessible as of the start date of the Renewal Term if Fees have not been received by such date, and your subscription shall be deemed terminated if Fees for a Renewal Term are not received within thirty (30) days following the start date of the Renewal Term. There shall be a $500 (USD) reactivation fee if your account is suspended for late payment.
Except to the extent otherwise expressly stated in this Agreement all obligations to pay subscription Fees are non-cancelable and all payments are non-refundable. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Polco regarding future functionality or features.
Compliance with data protection laws - Each Party will comply with any applicable data protection and privacy laws and applicable to such Party’s performance of its obligations under or in connection with this Agreement (“Data Protection Laws”). Where applicable Data Protection Laws, whether in effect at the start of the Term or as become applicable or effective during the Term, require the processing of Personal Data to be subject to specific terms between the Parties, the Parties shall enter into any necessary amendments to this Agreement and/or separate agreements to the extent necessary to comply with such applicable Data Protection Laws, including without limitation a Data Sharing Agreement. 3
Miscellaneous.
Notices. All notices shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) the second business day after sending by email (provided that such email has not been returned as undelivered, or that sender does not receives an automatic response or other indication that the email account is not being monitored).
To Polco:
8001 Terrace Avenue, #201 Middleton,
WI 53562
[email protected]
Alex Pedersen, Chief Financial Officer
To Customer: City of Richmond, CA
C/O: LaShonda White
Address: 450 Civic Center Plaza, Richmond,
CA 94804
Email: [email protected]
Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
Counterparts. This Agreement and any amendments hereto may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The Parties may execute this Agreement and any amendment hereto in the form of an electronic record utilizing electronic signatures, as such terms are defined in the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et. seq.). Electronic signatures, or signatures transmitted electronically via PDF or similar file delivery method is legal, valid, and binding upon execution and delivery for all purposes and each shall have the same effect as an original signature.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
4
POLICY CONFLUENCE, INC.
By:
Name:
Title:
CUSTOMER:
By:
Name:
Title:
5
Polco Quote for Richmond, CA - Polco
Performance with The NCS
Reference: 20221019-164716807
Quote created: October 19, 2022
Quote expires: December 18, 2022
Quote created by: Damema Mann
[email protected]
+1 (303) 226-6983
Products & Services
Item & Description Quantity Unit Price Total
Polco Performance Plan 2022
All Polco Premium Features are available to you
during your subscription term to engage with
your target audiences. Respondents answer
questions via Polco's civic surveying and
engagement platform which includes real time
results and the option to have respondents
verified against voter lists. As participants
respond they become part of your community's
digital panel available for follow up questions,
surveys, polls, and other engagement.
The Performance plan includes 1 benchmark
survey per 12-month period. Your online report
will include comparisons to our National
Benchmarks, and demographic and geographic
comparisons (if response is sufficient by
subgroup). Our customer success team will
guide your benchmark survey process to ensure
smooth implementation.
A representative sample of residents (or other
appropriate stakeholders) will be invited to
complete the survey to ensure statistically
significant response and results. We will use
statistically appropriate methodologies to
garner community-wide representativeness
with approximately a 6% margin of error (4-6%
is typical and meets best practices for
performance measurement, about 250-450
responses) per local jurisdiction. The invitations
will contain an introduction outlining the
importance of the survey and instructions for
completing it. To supplement this effort, the
client will be asked to participate in outreach
1 $17,000.00 / year $17,000.00 / year
for 1 year
Richmond, CA
450 Civic Center Plaza
Richmond, CA 94804
United States
LaShonda White
Interim Library and Community
Services Director
[email protected]
s
510.620.6828
efforts with guidance on best practices from
Polco. Responses will be statistically weighted to
ensure the best representation of your
community (or stakeholder group, if
applicable).
Expanded Outreach
When you want to be sure you can have more
robust comparisons between geographic
and/or demographic groups - outreach must be
expanded. We will use statistically appropriate
methodologies to target community-wide
representativeness with a 3-4% margin of error
jurisdiction-wide with a MOE goal7%-10% for 4
to 5 geographic subgroups. This assumes that
each subarea is at least 20% of your population -
(e.g., if only 5% of your population are in a
given subarea we cannot ensure they will be
15% of your respondents) proportion to your
population.
1 $5,000.00 / year $5,000.00 / year
for 1 year
Spanish Translation of Benchmark Survey
Polco will provide a Spanish translation of your
survey and publish it online for Spanish
speaking respondents. Survey invitations will
provide a URL and Spanish language
instructions for completing the Spanish survey
online.
1 $1,350.00 / year $1,350.00 / year
1/2 Page of Custom Questions
As The NCS is a comprehensive survey we
suggest not adding custom questions to
minimize respondent burden and recommend
asking custom questions in a separate survey on
Polco. However, we recognize that while you are
making this larger effort to get input from your
residents you may want to add a few custom
items. This is not included in the Polco
Performance plan, but can be added.
1 $2,800.00 / year $2,800.00 / year
The NCS - Online Custom Benchmark
Comparisons
In addition to the national benchmarks
(included with The NCS Online reporting),
Custom Benchmarks can be purchased to
compare your results to custom cohorts such as
communities within a state or region, with
similar population sizes, with similar median
household incomes, or a combination of
these.Your program manager will assess the
viability of unique cohorts (i.e., if too specific,
there may not be enough communities in the
database to provide a comparison). Cost is per
custom group and will be included as an
additional tab in your online report
1 $2,000.00 / year $2,000.00 / year
+Reminder postcards 45 $75.00 $3,375.00
A third contact (a reminder postcard) will be
mailed to all sampled household with the web
link and instructions in English and Spanish
Subtotals
Annual subtotal $28,150.00
One-time subtotal $3,375.00
Total $31,525.00
Questions? Contact me
Damema Mann
[email protected]
+1 (303) 226-6983
Polco / NRC
8001 Terrace Ave, Ste 201
Middleton, WI 53562
US
The National Community Survey
™ • © 2001-2021 National Research Center, Inc.
The XYZ of ABC 2021 Community Survey
Please complete this survey if you are the adult (age 18 or older) in the household who most recently had a birthday (the year of birth does not matter). Your responses are anonymous and will be reported in group form only.
1. Please rate each of the following aspects of quality of life in ABC.
Excellent Good Fair Poor Don’t know
ABC as a place to live.............................................................................................................. 1 2 3 4 5 Your neighborhood as a place to live .............................................................................. 1 2 3 4 5 ABC as a place to raise children......................................................................................... 1 2 3 4 5 ABC as a place to work........................................................................................................... 1 2 3 4 5 ABC as a place to visit............................................................................................................. 1 2 3 4 5 ABC as a place to retire.......................................................................................................... 1 2 3 4 5 The overall quality of life in ABC....................................................................................... 1 2 3 4 5 Sense of community................................................................................................................ 1 2 3 4 5
2. Please rate each of the following characteristics as they relate to ABC as a whole.
Excellent Good Fair Poor Don’t know
Overall economic health of ABC ........................................................................................ 1 2 3 4 5 Overall quality of the transportation system (auto, bicycle, foot, bus) in ABC ....................................................................................................................................... 1 2 3 4 5 Overall design or layout of ABC’s residential and commercial areas (e.g., homes, buildings, streets, parks, etc.) ................................................. 1 2 3 4 5 Overall quality of the utility infrastructure in ABC
(water, sewer, storm water, electric, gas) ................................................................ 1 2 3 4 5 Overall feeling of safety in ABC.......................................................................................... 1 2 3 4 5 Overall quality of natural environment in ABC........................................................... 1 2 3 4 5 Overall quality of parks and recreation opportunities............................................ 1 2 3 4 5 Overall health and wellness opportunities in ABC.................................................... 1 2 3 4 5 Overall opportunities for education, culture, and the arts..................................... 1 2 3 4 5 Residents’ connection and engagement with their community .......................... 1 2 3 4 5
3. Please indicate how likely or unlikely you are to do each of the following.
Very Somewhat Somewhat Very Don’t
likely likely unlikely unlikely know
Recommend living in ABC to someone who asks.................................1 2 3 4 5 Remain in ABC for the next five years.......................................................1 2 3 4 5
4. Please rate how safe or unsafe you feel:
Very Somewhat Neither safe Somewhat Very Don’t
safe safe nor unsafe unsafe unsafe know
In your neighborhood during the day......................................1 2 3 4 5 6 In ABC’s downtown/commercial area
during the day...............................................................................1 2 3 4 5 6 From property crime.......................................................................1 2 3 4 5 6 From violent crime...........................................................................1 2 3 4 5 6 From fire, flood, or other natural disaster .............................1 2 3 4 5 6
5. Please rate the job you feel the ABC community does at each of the following.
Excellent Good Fair Poor Don’t know
Making all residents feel welcome ................................................................................... 1 2 3 4 5 Attracting people from diverse backgrounds.............................................................. 1 2 3 4 5 Valuing/respecting residents from diverse backgrounds...................................... 1 2 3 4 5 Taking care of vulnerable residents (elderly, disabled, homeless, etc.)........... 1 2 3 4 5
6. Please rate each of the following in the ABC community.
Excellent Good Fair Poor Don’t know
Overall quality of business and service establishments in ABC........................... 1 2 3 4 5 Variety of business and service establishments in ABC.......................................... 1 2 3 4 5 Vibrancy of downtown/commercial area ..................................................................... 1 2 3 4 5 Employment opportunities ................................................................................................. 1 2 3 4 5 Shopping opportunities ........................................................................................................ 1 2 3 4 5 Cost of living in ABC................................................................................................................ 1 2 3 4 5 Overall image or reputation of ABC................................................................................. 1 2 3 4 5
The National Community Survey
™ • © 2001-2021 National Research Center, Inc.
7. Please also rate each of the following in the ABC community.
Excellent Good Fair Poor Don’t know
Traffic flow on major streets............................................................................................... 1 2 3 4 5 Ease of public parking............................................................................................................ 1 2 3 4 5 Ease of travel by car in ABC................................................................................................. 1 2 3 4 5 Ease of travel by public transportation in ABC........................................................... 1 2 3 4 5 Ease of travel by bicycle in ABC......................................................................................... 1 2 3 4 5 Ease of walking in ABC .......................................................................................................... 1 2 3 4 5 Well-planned residential growth...................................................................................... 1 2 3 4 5 Well-planned commercial growth.................................................................................... 1 2 3 4 5 Well-designed neighborhoods ........................................................................................... 1 2 3 4 5 Preservation of the historical or cultural character of the community............ 1 2 3 4 5 Public places where people want to spend time........................................................ 1 2 3 4 5 Variety of housing options................................................................................................... 1 2 3 4 5 Availability of affordable quality housing ..................................................................... 1 2 3 4 5 Overall quality of new development in ABC................................................................. 1 2 3 4 5 Overall appearance of ABC .................................................................................................. 1 2 3 4 5 Cleanliness of ABC................................................................................................................... 1 2 3 4 5 Water resources (beaches, lakes, ponds, riverways, etc.) ..................................... 1 2 3 4 5 Air quality.................................................................................................................................... 1 2 3 4 5 Availability of paths and walking trails.......................................................................... 1 2 3 4 5 Fitness opportunities (including exercise classes and paths or trails, etc.)... 1 2 3 4 5 Recreational opportunities.................................................................................................. 1 2 3 4 5 Availability of affordable quality food ............................................................................ 1 2 3 4 5 Availability of affordable quality health care............................................................... 1 2 3 4 5 Availability of preventive health services ..................................................................... 1 2 3 4 5 Availability of affordable quality mental health care............................................... 1 2 3 4 5 Opportunities to attend cultural/arts/music activities .......................................... 1 2 3 4 5 Community support for the arts........................................................................................ 1 2 3 4 5 Availability of affordable quality childcare/preschool............................................ 1 2 3 4 5 K-12 education.......................................................................................................................... 1 2 3 4 5 Adult educational opportunities ....................................................................................... 1 2 3 4 5 Sense of civic/community pride........................................................................................ 1 2 3 4 5 Neighborliness of residents in ABC.................................................................................. 1 2 3 4 5 Opportunities to participate in social events and activities.................................. 1 2 3 4 5 Opportunities to attend special events and festivals ............................................... 1 2 3 4 5 Opportunities to volunteer.................................................................................................. 1 2 3 4 5 Opportunities to participate in community matters ................................................ 1 2 3 4 5 Openness and acceptance of the community toward people
of diverse backgrounds..................................................................................................... 1 2 3 4 5
8. Please indicate whether or not you have done each of the following in the last 12 months.
No Yes
Contacted the XYZ of ABC (in-person, phone, email, or web) for help or information.......................................1 2 Contacted ABC elected officials (in-person, phone, email, or web) to express your opinion ..........................1 2 Attended a local public meeting (of local elected officials like City Council or County Commissioners, advisory boards, town halls, HOA, neighborhood watch, etc.) ............................................1 2 Watched (online or on television) a local public meeting...............................................................................................1 2 Volunteered your time to some group/activity in ABC....................................................................................................1 2 Campaigned or advocated for a local issue, cause, or candidate..................................................................................1 2 Voted in your most recent local election ................................................................................................................................1 2 Used bus, rail, subway, or other public transportation instead of driving...............................................................1 2 Carpooled with other adults or children instead of driving alone ..............................................................................1 2 Walked or biked instead of driving...........................................................................................................................................1 2
The National Community Survey
™ • © 2001-2021 National Research Center, Inc.
The XYZ of ABC 2021 Community Survey
9. Please rate the quality of each of the following services in ABC.
Excellent Good Fair Poor Don’t know
Public information services............................................................................................. 1 2 3 4 5 Economic development..................................................................................................... 1 2 3 4 5 Traffic enforcement............................................................................................................ 1 2 3 4 5 Traffic signal timing............................................................................................................ 1 2 3 4 5 Street repair ........................................................................................................................... 1 2 3 4 5 Street cleaning....................................................................................................................... 1 2 3 4 5 Street lighting........................................................................................................................ 1 2 3 4 5 Snow removal........................................................................................................................ 1 2 3 4 5 Sidewalk maintenance....................................................................................................... 1 2 3 4 5 Bus or transit services ....................................................................................................... 1 2 3 4 5 Land use, planning, and zoning...................................................................................... 1 2 3 4 5 Code enforcement (weeds, abandoned buildings, etc.) ...................................... 1 2 3 4 5 Affordable high-speed internet access ....................................................................... 1 2 3 4 5 Garbage collection............................................................................................................... 1 2 3 4 5 Drinking water...................................................................................................................... 1 2 3 4 5 Sewer services....................................................................................................................... 1 2 3 4 5 Storm water management (storm drainage, dams, levees, etc.) .................... 1 2 3 4 5 Power (electric and/or gas) utility............................................................................... 1 2 3 4 5 Utility billing .......................................................................................................................... 1 2 3 4 5 Police/Sheriff services....................................................................................................... 1 2 3 4 5 Crime prevention................................................................................................................. 1 2 3 4 5 Animal control....................................................................................................................... 1 2 3 4 5 Ambulance or emergency medical services ............................................................. 1 2 3 4 5 Fire services ........................................................................................................................... 1 2 3 4 5 Fire prevention and education....................................................................................... 1 2 3 4 5 Emergency preparedness (services that prepare the community for natural disasters or other emergency situations) ..................................... 1 2 3 4 5 Preservation of natural areas (open space, farmlands, and greenbelts)..... 1 2 3 4 5 ABC open space..................................................................................................................... 1 2 3 4 5 Recycling.................................................................................................................................. 1 2 3 4 5 Yard waste pick-up.............................................................................................................. 1 2 3 4 5 XYZ parks................................................................................................................................. 1 2 3 4 5 Recreation programs or classes .................................................................................... 1 2 3 4 5 Recreation centers or facilities ...................................................................................... 1 2 3 4 5 Health services...................................................................................................................... 1 2 3 4 5 Public library services ....................................................................................................... 1 2 3 4 5 Overall customer service by ABC employees
(police, receptionists, planners, etc.) ..................................................................... 1 2 3 4 5
10. Please rate the following categories of ABC government performance.
Excellent Good Fair Poor Don’t know
The value of services for the taxes paid to ABC...................................................... 1 2 3 4 5 The overall direction that ABC is taking .................................................................... 1 2 3 4 5 The job ABC government does at welcoming resident
involvement....................................................................................................................... 1 2 3 4 5 Overall confidence in ABC government...................................................................... 1 2 3 4 5 Generally acting in the best interest of the community ...................................... 1 2 3 4 5 Being honest........................................................................................................................... 1 2 3 4 5 Being open and transparent to the public................................................................. 1 2 3 4 5 Informing residents about issues facing the community ................................... 1 2 3 4 5 Treating all residents fairly ............................................................................................. 1 2 3 4 5 Treating residents with respect .................................................................................... 1 2 3 4 5
The National Community Survey
™ • © 2001-2021 National Research Center, Inc.
11. Overall, how would you rate the quality of the services provided by each of the following? Excellent Good Fair Poor Don’t know
The XYZ of ABC ..................................................................................................................... 1 2 3 4 5 The Federal Government.................................................................................................. 1 2 3 4 5
12. Please rate how important, if at all, you think it is for the ABC community to focus on each of the following in the coming two years.
Very Somewhat Not at all
Essential important important important
Overall economic health of ABC ...........................................................................................1 2 3 4 Overall quality of the transportation system (auto, bicycle, foot, bus) in ABC ..........................................................................................................................................1 2 3 4 Overall design or layout of ABC’s residential and commercial areas (e.g., homes, buildings, streets, parks, etc.).....................................................1 2 3 4 Overall quality of the utility infrastructure in ABC
(water, sewer, storm water, electric, gas)....................................................................1 2 3 4 Overall feeling of safety in ABC.............................................................................................1 2 3 4 Overall quality of natural environment in ABC..............................................................1 2 3 4 Overall quality of parks and recreation opportunities...............................................1 2 3 4 Overall health and wellness opportunities in ABC.......................................................1 2 3 4 Overall opportunities for education, culture, and the arts........................................1 2 3 4 Residents’ connection and engagement with their community .............................1 2 3 4 xx. Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1 Custom Question #1
Scale point 1 Scale point 2 Scale point 3 Scale point 4 Scale point5 xx. Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2 Custom Question #2
Scale point 1 Scale point 2 Scale point 3 Scale point 4 Scale point5 xx. Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3 Custom Question #3
Scale point 1 Scale point 2 Scale point 3 Scale point 4 Scale point5 xx. OPTIONAL [See Worksheets for details and price of this option] Open-Ended Question Open-Ended Question Open-Ended Question Open-Ended Question Open-Ended Question Open-Ended Question Open-Ended Question Open-Ended Question Open-Ended Question Open-Ended Question Open-Ended Question OpenEnded Question
The National Community Survey
™ • © 2001-2021 National Research Center, Inc.
The XYZ of ABC 2021 Community Survey
Our last questions are about you and your household.
Again, all of your responses to this survey are completely anonymous and will be reported in group form only.
D1. In general, how many times do you:
Several Once A few times Every Less often Don’t
times a day a day a week few weeks or never know
Access the internet from your home using
a computer, laptop, or tablet computer ......................1 2 3 4 5 6 Access the internet from your cell phone.......................1 2 3 4 5 6 Visit social media sites such as Facebook,
Twitter, Nextdoor, etc. .......................................................1 2 3 4 5 6 Use or check email....................................................................1 2 3 4 5 6 Share your opinions online...................................................1 2 3 4 5 6 Shop online..................................................................................1 2 3 4 5 6 D2. Please rate your overall health.
Excellent Very good Good Fair Poor
D3. What impact, if any, do you think the economy will have on your family income in the next 6 months? Do you think the impact will be:
Very positive Somewhat positive Neutral Somewhat negative Very negative D4. How many years have you lived in ABC?
Less than 2 years
2-5 years
6-10 years
11-20 years
More than 20 years
D5. Which best describes the building you live in?
One family house detached from any other houses
Building with two or more homes
(duplex, townhome, apartment, or condominium)
Mobile home
Other
D6. Do you rent or own your home?
Rent
Own
D7. About how much is your monthly housing cost
for the place you live (including rent, mortgage
payment, property tax, property insurance, and
homeowners’ association (HOA) fees)?
Less than $500 $2,000 to $2,499
$500 to $999 $2,500 to $2,999
$1,000 to $1,499 $3,000 to $3,499
$1,500 to $1,999 $3,500 or more
D8. Do any children 17 or under live in your
household?
No Yes
D9. Are you or any other members of your
household aged 65 or older?
No Yes
D10. How much do you anticipate your household’s
total income before taxes will be for the current
year? (Please include in your total income
money from all sources for all persons living in
your household.)
Less than $25,000 $75,000 to $99,999
$25,000 to $49,999 $100,000 to $149,999
$50,000 to $74,999 $150,000 or more
D11. Are you Spanish, Hispanic or Latino?
No, not Spanish, Hispanic, or Latino
Yes, I consider myself to be Spanish, Hispanic, or
Latino
D12. What is your race? (Mark one or more races to
indicate what race you consider yourself to be.)
American Indian or Alaskan Native
Asian, Asian Indian, or Pacific Islander
Black or African American
White
Other
D13. In which category is your age?
18-24 years 55-64 years
25-34 years 65-74 years
35-44 years 75 years or older
45-54 years
D14. What is your gender?
Female
Male
Identify in another way
Thank you! Please return the completed survey in the postage-paid envelope to:
National Research Center, Inc., PO Box 549, Belle Mead, NJ 08502
Date
Dec 16
Dec 23
Jan 13
Jan 13
Jan 13 to Jan 27
Jan 27 to Mar 17
Jan 27
Feb 3
Reminder postcards sent Feb 8
Mar 3
Mar 17
Mar 17
Mar 17 to Apr 14
Program Manager provides link to report on Polco Apr 14 After the Survey
After your community has completed The NCS, stay engaged with your community members by posting additional surveys and polls on Polco!
Conducting the Survey
Data collection is open for The NCS - track response on Polco! Postcards sent
Survey packets sent
Open participation survey begins (Program Manager will provide link) Data collection closes for the random sample survey and open participation survey Send Program Manager final count of returned postcards
Survey analysis and report writing
Sample Timeline for The National Community Survey™
Item
Preparing for the Survey
Program Manager sends The NCS instrument for review
Send Program Manager drafts of optional custom questions to add to the survey Mailing materials and survey instrument are finalized
Program Manager generates sample of representative households in your community Polco prints materials, prepare mailings and sets up the survey online
CHANGE DATES HERE week num
12/16/2022 Week 1
12/23/2022 Week 2
1/13/2023 Week 5
1/13/2023 Week 5
Weeks 5-7
1/27/2023 Week 7
2/3/2023 Week 8
2/8/2023
3/3/2023 Week 12
3/17/2023 Week 14
3/17/2023 Week 14
4/14/2023 Week 14-18
4/14/2023 Week 18
Total 17 weeks (13 weeks
after finalizing materials)
Analysis and Reporting takes
4 weeks
Data collection 7 weeks (optin at week 5)
Prep takes 6 weeks
Unit of Time Event Name Event Height and Direction Dots Dec 16 The NCS survey process begins 0.35 0
Mar 17 Data collection closes 0.25 0
Apr 14 Report available on Polco 0.15 0
December 20, 2022
Library and Community Services
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: LaShonda White, Interim Director of Community Services Denée Evans, Transportation Services Project Manager
Subject: Acceptance of Plug In America – Grant Funds
FINANCIAL IMPACT: The Transportation Department received $3,000 to subsidize the 2022 National Drive Electric Week event.
The grant will increase both revenues and expenditures
by $3,000.
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
The City of Richmond was awarded a mini grant totaling
$3,000 from Plug In America to support the National
Drive Electric Week event.
RECOMMENDED ACTION: ACCEPT and APPROPRIATE a $3,000 grant award from Plug In America to support the expenses related to the
2022 National Drive Electric Week Event – Community
Services Department, Transportation Division (LaShonda
White/Denee Evans 510-621-1718).
DISCUSSION:
On September 20, 2022, a Proclamation was adopted by Mayor Butt and Members of the City Council declaring September 23 to October 2, 2022, as National Drive Electric Week (NDEW) in the City of Richmond. The NDEW is an annual nationwide celebration to heighten awareness of today’s widespread availability of plug-in vehicles and AGENDA
REPORT
December 20, 2022
highlight the benefits of all-electric and plug-in hybrid electric cars, trucks, motorcycles, bikes, and more.
The NDEW events are intended to encourage electric vehicle and electric bike ownership while meeting the goals. Sponsoring the event meets objectives of the City’s adopted Climate Action Plan to substantially reduce greenhouse gas emissions by expanding the use of zero emission and plug-in hybrid vehicles.
On August 16, 2022, Plug In America announced a limited funding opportunity to help organize electric drive events in California. Eligible events could apply to receive monetary support up to $3,000 to offset costs associated with conducting an in-person or online electric vehicle ride and drive event as a part of their 2022 NDEW event.
On September 16, 2022, the City of Richmond received notification that it was awarded the grant funds to cover the cost of the event. City staff used the funds to purchase raffle prizes in the form of memberships to try the city’s electric car share and electric on-demand shuttle services, purchase lunch for the event volunteers and private EV owners who displayed their vehicles, and other event materials.
On September 28, 2022, with the support of the KCRT Audio Visual Team, the City held its seventh annual National Drive Electric Week event which can be viewed via the following YouTube link: https://youtu.be/t8oboDRSm9I.
DOCUMENTS ATTACHED:
Attachment 1 – Grant Award Notification
December 20, 2022
Mayor's Office
DATE: December 20, 2022
TO: Members of the City Council
FROM: Tom Butt, Mayor
SUBJECT: Commission on Aging Appointment
FINANCIAL IMPACT: N/A
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
Lucy Williams is applying for a vacant seat on the
Commission on Aging.
RECOMMENDED ACTION: APPOINT Lucy Williams, Commission on Aging, Seat #7, Term Expires May 19, 2026 - Mayor’s Office (Mayor Tom
Butt 510-620-6503).
DISCUSSION:
Lucy Williams is semi-retired, has worked for the Department of Agriculture, and has been involved with the Bay Area Black Journalist Association and the University of San AGENDA
REPORT
December 20, 2022
Francisco’s Black Alumni Association. As a senior in Richmond, Lucy would like to participate in supporting and celebrating in-person, virtual, and digital services which promote lifestyle successes for seniors. When called upon, they would like to work with public, non-profit, and private partners to collaboratively address current and emerging challenges and opportunities for seniors.
DOCUMENTS ATTACHED:
Attachment 1 – Lucy William’s Application
December 20, 2022
Mayor's Office
DATE: December 20, 2022
TO: Members of the City Council
FROM: Tom Butt, Mayor
SUBJECT: Design Review Board Appointments
FINANCIAL IMPACT: N/A
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
King Tang is applying for a vacant seat on the Design
Review Board and Vita Rey is applying a seat left vacant after the previous volunteer resigned.
RECOMMENDED ACTION: APPOINT King Tang, Design Review Board, Seat #4, Term Expires March 17, 2024; Vita Rey, Design Review
Board, Seat #5, Term Expires March 17, 2023 - Mayor’s
Office (Mayor Tom Butt 510-620-6503).
DISCUSSION:
King Tang is an architect at HOK. King would like to get more involved in how their city develops and share their opinion as a member of a young family which lives in the city.
AGENDA
REPORT
December 20, 2022
Vita Rey is an interior designer and intern architect at Studio KDA who has obtained the National Council for Interior Design Qualification and is a Leadership in Energy and Environmental Design Green Associate. As a six-year resident, Vita has always been interested in how our city is evolving along with the rest of the Bay area. They went to SF State and observed how San Francisco has changes, then moved to Oakland and watched the city change. They are seeing a similar trend begin to hit in Richmond and would like to be an active part of the growth while bringing in their experience as a commercial designer of over eight years.
DOCUMENTS ATTACHED:
Attachment 1 – King Tang’s Application
Attachment 2 – Vita Rey’s Application
December 20, 2022
Mayor's Office
DATE: December 20, 2022
TO: Members of the City Council
FROM: Tom Butt, Mayor
SUBJECT: Housing Advisory Commission Appointment
FINANCIAL IMPACT: N/A
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
Philena Cosby is applying for a vacant seat on the
Housing Advisory Commission.
RECOMMENDED ACTION: APPOINT Philena Cosby, Housing Advisory Commission, Seat #3, Term Expires November 1, 2024 -
Mayor’s Office (Mayor Tom Butt 510-620-6503).
DISCUSSION:
AGENDA
REPORT
December 20, 2022
Philena Cosby feels there is a voice that needs to be heard within and that a lot of concerns are not being addressed. Philena also has a passion of assisting other with their housing issues that tenants cannot resolve on their own.
DOCUMENTS ATTACHED:
Attachment 1 – Philena Cosby’s Application
December 20, 2022
Mayor's Office
DATE: December 20, 2022
TO: Members of the City Council
FROM: Tom Butt, Mayor
SUBJECT: Recreation and Parks Commission Appointment
FINANCIAL IMPACT: N/A
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
Samantha Torres is applying for a vacant seat on the
Recreation and Parks Commission.
RECOMMENDED ACTION: APPOINT Samantha Torres, Recreation and Parks Commission, Seat #1, Term Expires October 26, 2025 -
Mayor’s Office (Mayor Tom Butt 510-620-6503).
DISCUSSION:
Samantha Torres is a teacher at the West Contra Costa Unified School District (WCCUSD) who has been involved with the Chemtrade Community Advisory Panel, AGENDA
REPORT
December 20, 2022
WCCUSD’s 7-11 Committee, and the Richmond United Soccer Club Board. As a mother and youth soccer coach, Samantha wants to participate in planning and directing public resources in enhancing the quality of life of residents through safe parks, quality recreation programs, and equitable usage of facilities and recreation and parks resources.
DOCUMENTS ATTACHED:
Attachment 1 – Samantha Torres’s Application
December 20, 2022
Police Department
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Bisa French, Chief of Police
Subject: Contract Amendment with STAND! For Families Free of Violence.
FINANCIAL IMPACT: The total cost of the contract amendment will be split evenly over three years. The first six months are included in the approved Police Department budget for Fiscal Year 2022-2023. The remaining costs will be budgeted for
accordingly in subsequent fiscal years using account
string: 01191021-400201.
PREVIOUS COUNCIL
ACTION:
10/19/2021
STATEMENT OF THE
ISSUE:
City Council’s approval is required to amend the City's contract with STAND! For Families Free of Violence to
increase the current contract payment limit, extend the term of the agreement, and amend the service plan to
include additional counseling, support and advocacy
services on behalf of domestic violence victims and their families.
RECOMMENDED ACTION: APPROVE a first amendment to the City's sole-source contract with STAND! For Families Free of Violence to
increase the payment limit by $150,000, for a new total contract payment limit not to exceed $197,567, with a
term extending three years through December 31, 2025,
and an amended service plan to include additional
counseling, support and advocacy services on behalf of
domestic violence victims and their families – Police
Department (Chief Bisa French 510-621-1802).
AGENDA
REPORT
December 20, 2022
DISCUSSION:
The proposed three-year contract amendment with STAND! For Families Free of Violence will allow the City to continue partnering with this community-based nonprofit organization dedicated to interrupting, addressing, and preventing domestic and intimate partner violence. STAND! is the only comprehensive shelter-based domestic violence service agency that serves all members of the family in Contra Costa County.
An approved Sole Source form documenting the unique nature of the services offered by STAND! is attached to this report. STAND! has partnered with all police agencies in Contra Costa County for numerous years. The Richmond Police Department has worked with STAND! in a variety of capacities since at least 2009 and is pleased with the services STAND! renders. The nonprofit organization provides critical services, helping counsel victims, witnesses, or related family members dealing with domestic violence.
DOCUMENTS ATTACHED:
Attachment 1 – Contract Amendment No. 1
Attachment 2 – Original Contract
Attachment 3 – Approved Sole Source Form
CITY OF RICHMOND
CONTRACT AMENDMENT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
P.R. No: Vendor No: P.O./Contract No:
Description of Services:
Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)
Term, Payment Limit and Service Plan
Payment Limit and Service Plan
Term and Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]
2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original
contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.
3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.
SGT. KRIS TONG [email protected] (510) 620-6668 3577 6023 STAND! is an advocacy agency set out to reduce domestic violence. STAND! will provide emergency shelter, counseling, and treatment and support to victims of domestic violence.
✔
1 STAND! For Families Free of Violence
1410 Danzig Plaza Concord, CA 94520 Rhonda James (925) 603-0112 [email protected] 40006128 December 31, 2022 ✔ October 19, 2021 July 1, 2021 December 31, 2022 47,567.00
Contract Amendment/EJ/TE 09-26-07
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Signatures. These signatures attest the parties’ agreement hereto:
CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:
I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.
By _______________________
City Clerk
Approved as to form:
By_______________________
City Attorney
List of Attachments:
1. Amendment Provisions
2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.
STAND! For Families Free of Violence Page 1257 of 2052
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN)
1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
____________________________________________________________ (Insert original contract commencement date)
and it terminates
___________________________________________________.
(Insert new contract termination date)
unless sooner terminated as provided herein."
2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ including expenses."
“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”
3. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:
Contract Amendment/EJ/TE 9-26-07
1 6023
STAND! For Families Free of Violence
July 1, 2021 December 31, 2025 150,000.00 197,567.00
The additional services are attached to this Amendment Number 1 as Exhibit A-1
OPERATIONAL AGREEMENT
STAND! For Families Free of Violence
&
the City of Richmond Police Department
This Operational Agreement stands as evidence that STAND! for Families Free of Violence (STAND!) and the City of Richmond intend to work together toward the mutual goal of providing maximum available assistance for crime victims residing in Richmond. To this end, each agency agrees to collaborate by coordinating/providing the following services for domestic violence victims and theirfamilies residing in the City of Richmond:
Emergency Shelter; 24-hour Crisis Line;legal advocacy and referral services; Transitional Housing; children's advocacy in the Shelter; emergency support for victims; child/youth and adult counseling and support groups; domestic violence treatment programs; employment development; and youth and adult education andprevention programs.
In addition, STAND! agrees to:
• Assessthe needs of victims and create a safety plan for each; • Support victims throughout the criminal justice process and advocate for victims within the criminal justice system;
• Provide victims and their children with Emergency Shelter, food, clothing, and transportation;
• Provide counseling, support, and legal advocacy to the victim, as necessary.
The City of Richmond Police Department agrees to:
• Refer victims of domestic violence to STAND!;
• Make abatement of domestic violence one ofits concerns; • Meet with STAND! staff when available to review and improve coordination of services for victims of domestic violence.
This agreementshall be effective for a period beginning July 1, 2022 through December 31, 2025.
We, the undersigned, as authorized representatives of STAND! For Families Free of Violence and the City of Richmond Police Department, do hereby approve this document. ____________________________________ ________________________________ Bisa French, Chief of Police Rhonda James, CEO
Richmond Police Department STAND! For Families Free of Violence _________________________________ _______________________________ Date Date
EXHIBIT A-1
CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] ,
[ ] other [specify:]
2. Term. The effective date of this Contract is and it
terminates unless terminated as provided herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed
the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
POLICE SGT. KRIS TONG [email protected] 620-6668 3577 6023 STAND! provides Domestic Violence and Homicide Prevention services, through its resource center, shelter, and advocacy agency in an effort to reduce domestic violence.
STAND! For Families Free of Violence
1410 Danzig Plaza Concord, CA 94520 Rhonda James (925) 603-0112 [email protected] 40006128 December 31, 2022 July 1, 2021 December 31, 2022 47,567.00 ✔
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
By:
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
By:
By: Title:
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
STAND! For Families Free of Violence
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB 4/20/2022
CEO
DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945 MayoryMayor
For the Contract between the City of
Richmond and
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
1. STAND! For Families Free of Violence (STAND!) advocate shall meet with victims of domestic violence crimes (who would like to meet with an advocate) following the patrol officers initial investigation at the Richmond Police Department (of the Family Justice Center) during regular business hours.
2. In the event of an after hours report/incident, the STAND! advocate shall meet with all victims of domestic violence related crimes (who would like to meet with an advocate) as soon as possible.
3. The advocate shall be available to support victims during the investigation interview upon request.
4. The advocate shall asses safety with victims and will offer court accompaniment, entry into emergency shelter and/or safe lodging as well as access to support groups, as needed.
5. The advocate shall assist victims i n filing for Temporary Restraining Orders (TRO) on days the TRO clinic in Richmond is not in operation.
6. STAND! will facilitate training for the Richmond Police Department as it relates to domestic violence related crimes (and victim/survivor resources) as reasonably requested.
Chief of Police
STAND! For Families Free of Violence
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:
PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contractor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.
5. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
SGT. KRIS TONG
STAND! For Families Free of Violence
POLICE SGT. KRIS TONG
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
For the Contract between the City of
Richmond and
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
City of Richmond
Richmond, CA 94804-0046
1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
STAND! For Families Free of Violence STAND! For Families Free of Violence SGT. KRIS TONG 1701 Regatta Blvd. Rhonda James 1410 Danzig Plaza Concord, CA 94520 DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
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EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
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Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
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any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
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13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
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indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
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responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
General Conditions/EJ/TE 01-19-11 11 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
General Conditions/EJ/TE 01-19-11 13 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
For the Contract between the City of
Richmond and
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
1. Invoices and supporting documents are due MONTHLY by the 16th of each month.
2. Copies of supporting documentation for each invoice (mileage logs, cell phone bills, time sheets, and payroll records) should be sent to Sergeant Kristopher Tong, and/or one of his designees.
3. A budget status report is due by May 13, 2022.
4. The budget status report should state whether or not STAND! is on track to spend the entire authorized budget by the end of the terms of this contract and/or if a modification is necessary.
STAND! For Families Free of Violence
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
For the Contract between the City of
Richmond and
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
STAND! For Families Free of Violence
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 1 of 4
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.
The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Construction Insurance.
6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)
7. Contractor’s Pollution Liability (if applicable for Construction Contractors) Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 2 of 4
Revised: September 2011
PROJECT COST REQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Fireworks $5 million p/o
General Liability
(primary and excess limits
combined)
Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).
If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.
If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.
The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.
Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:
HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.
Same limits as General Liability.
Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Additional Insured Endorsement Applicable to General Liability Coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 3 of 4
Revised: September 2011
Additional Insured Endorsement
(continued)
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.
SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:
1. A Bid bond
2. A Performance Bond
3. A Payment Bond
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or nonrenewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 4 of 4
Revised: September 2011
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
DocuSign Envelope ID: A2BF9D41-2914-4AE2-88F2-469BF8BB3FFB DocuSign Envelope ID: 79866C3B-3B03-47EC-B6BF-E53BCB0E1945
December 20, 2022
Police Department
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Bisa French, Chief of Police
Daniel Reina, Sergeant
Subject: Police Department Canine Purchase
FINANCIAL IMPACT: Funding in the amount of $18,017.50 will come from the Police Department’s Asset Forfeiture Fund - account
string 10491521-400605.
PREVIOUS COUNCIL
ACTION:
n/a
STATEMENT OF THE
ISSUE:
City staff is requesting approval to purchase a police
canine to replace a recently retired canine from Vohne
Liche Kennels, Inc.
RECOMMENDED ACTION: APPROVE the purchase of one police canine from Vohne Liche Kennels, Inc., in an amount not to exceed
$18,017.50 - Police Department (Chief Bisa French 510-
621-1802).
DISCUSSION:
Richmond Police Department utilizes police canines to assist officers daily. Police canines are used to search residences and buildings that have been burglarized. They also help locate narcotics and firearms, and assist to apprehend violent individuals who have committed crimes and pose a threat to the community. Police canines are vital members of our police force, and their service is important to the safety of police personnel and the community.
AGENDA
REPORT
December 20, 2022
The City of Richmond Police Department’s Canine Unit has identified three vendors, Alderhorst International LLC, Top Dog Police K-9, and Vohne Liche Kennels, Inc., who provide dual purpose police canines. Vohne Liche Kennels, Inc. quoted the lowest price and has the largest selection of police canines on hand at any given time. Their flexibility, location, and number of available dogs would allow us to fill the vacancy and begin training and certifying the canine immediately. Vohne Liche Kennels, Inc. is recognized as one of the nation’s premier police service dog suppliers and trainers.
Funding for the new police canine will come from the City of Richmond’s Police Department’s Asset Forfeiture Fund – no general funds will be used. Money is deposited into the Asset Forfeiture Fund after police seized assets are released by a court judge. After release, the assets can only be used to fund additional asset forfeiture investigations. Police canines are an invaluable tool and help with almost every asset forfeiture investigation; the purchase of a new canine to replace the recently retired K9 officer will prove to be an invaluable use of asset forfeiture funds DOCUMENTS ATTACHED:
Attachment 1 – Quote Vohne Liche Kennels, Inc.
Attachment 2 – Quote Top Dog Police K-9
Attachment 3 – Quote Adlerhorst International, Inc.
QUOTE ONLY
Date
11/29/2022
Quote #
073224
Name / Address
City of Richmond
Finance / AP
450 Civic Center Plaza
Richmond CA 94804-0046
ADLERHORST INTERNATIONAL LLC
3951 Vernon Ave.
Jurupa Valley, CA 92509
Total
Subtotal
Sales Tax (7.75%)
Qty Description U/M Cost Total
Dual Purpose Police Service Dog. Non- Titled European
import with foundation for Police Service Work.
Because of our procurement methods, all of our dogs are guaranteed against all congenital issues for 12 months, and performance guaranty for 12 months if handler and dog are being trained by Adlerhorst . 6 month performance guaranty for Agencies conducting their own basic handler courses.
E-Collar training attended within one year of purchasing a dog will void our warranty.
• ( Malinois, German Shepherd, Dutch Shepherd)
(No money refund)
1 ea 12,000.00 12,000.00T
1 Basic Handlers Course # ea 5,700.00 5,700.00
1 ea 5,700.00 5,700.00 Narcotics Detection Course #
All merchandise subject to California sales tax.
*Quote is valid for 60 days from date of Quote*
$24,330.00
$23,400.00
$930.00
December 20, 2022
Police Department
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Bisa French, Chief of Police
Subject: Three-Year Contract with Rippleworx, Inc. for an Officer Wellness Application
FINANCIAL IMPACT: The police department has budgeted $55,000 for the current Fiscal Year 2022-2023. The remaining
expenditure will be included in the appropriate police
department budget for the duration of the contract –
account string 01191021 – 400209.
PREVIOUS COUNCIL
ACTION:
n/a
STATEMENT OF THE
ISSUE:
The Police Department is requesting approval of a
contract with RippleWorx, Inc. to develop a personalized downloadable law enforcement mobile wellness
application (known as MagnusWorx).
RECOMMENDED ACTION: APPROVE a sole-source contract with RippleWorx, Inc., in an amount not to exceed $155,000, to utilize their
application (MagnusWorx) focused on the well-being of
law enforcement personnel and their families, for a threeyear term from January 1, 2023 to December 31, 2025 – Police Department (Chief Bisa French 510-621-1802).
AGENDA
REPORT
December 20, 2022
DISCUSSION:
Officer wellness and safety is one of the foundational principles identified in President Obama’s final report on policing in the 21st Century. Additionally, it is well documented that the policing profession is inherently dangerous and a mentally strenuous profession. The Richmond Police Department Management Team has made it a priority to increase the available mental health resources for all department personnel and their families, and to shift the organization towards a wellness culture. If an officer is not well (in one’s body, mind, and soul) then their safety is jeopardized, as well as the safety of their colleagues and potentially the community members they are sworn to protect.
The primary focus of the electronic device application is to support the mental health and wellbeing of all Richmond Police Department personnel and their families.
MagnusWorx has the ability to interface with our records management system and provide support directly related to calls for service handled by our officers. MagnusWorx will provide breathing techniques, data driven stress relief exercises, and a host of other officer wellness resources within the context of a mobile cellphone application.
Additionally, MagnusWorx will be connected to the clinical staff contracted to provide personal wellness/counseling services to RPD personnel.
To ensure a successful implementation, RPD senior command officers will track app usage rates and most frequented sections. The goal of tracking these metrics will be to understand how often the app is used, and to ensure that the proper help can be provided. To support the application and its officers, RPD wants to adhere to the following timeline:
DOCUMENTS ATTACHED:
Attachment 1 – Original Contract
Attachment 2 – Sole Source
Go Live First Review Second Review Bi-annual Review
(Implementation) Vendor Check-in
1/1/2023 through 2/28/2023 3/1/2023 6/1/2023 12/1/2023 On-going App Development
Project Timeline
CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] ,
[ ] other [specify:]
2. Term. The effective date of this Contract is and it
terminates unless terminated as provided herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed
the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
By:
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
By:
By: Title:
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
Police Department
For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:
PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contractor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.
5. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
City of Richmond
Richmond, CA 94804-0046
1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
General Conditions/EJ/TE 01-19-11 1 of 13
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell,
General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue
General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
General Conditions/EJ/TE 01-19-11 6 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to
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indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete
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responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated
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under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and
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City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
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29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view
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toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
General Conditions/EJ/TE 01-19-11 13 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
For the Contract between the City of
Richmond and
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
For the Contract between the City of
Richmond and
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
PROJECT COST REQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.
The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies; ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.
Printed Name: Title:
Signed: Date:
Business Entity:
Vendor SCCO Compliance Statement (Augt2020)
EXHIBIT H
December 20, 2022
Police Department
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Bisa French, Chief of Police
Subject: Three-Year Sole-Source Contract with Public Safety Family Counseling Group, Inc. (PSG)
FINANCIAL IMPACT: The police department has $150,000 in its approved budget for Fiscal Year 2022-2023. The remaining
expenditure will be included in the police department’s budget for the duration of the contract - account string 01191021 – 400201.
PREVIOUS COUNCIL
ACTION:
n/a
STATEMENT OF THE
ISSUE:
The police department is requesting approval of a threeyear sole-source contract with the Public Safety Family Counseling Group, Inc. (PSG) to provide all police
department personnel with mental health and officer
wellness services.
RECOMMENDED ACTION: APPROVE a three-year sole source contract with Public Safety Family Counseling Group, Inc., to assist the police department in dealing with critical incidents and the
mental health challenges involved with the police
profession, for the period January 1, 2023 to December
31, 2025, in an amount not to exceed $450,000 – Police
Department (Chief Bisa French 510-621-1802).
AGENDA
REPORT
December 20, 2022
DISCUSSION:
Officer wellness is often an overlooked aspect of the police profession. If an officer is not well (in one’s body, mind, and soul), this jeopardizes their own safety and the safety of their colleagues, and the city risks losing quality police officers who serve this community.
Public Safety Family Counseling Group, Inc. (PSG) is the sole entity in Contra Costa County that offers response counseling and consulting services specific to law enforcement agencies (and their personnel). PSG services include: Peer-Support training, Critical Incident Stress Debriefs, and one-on-one professional clinical mental health counseling.
PSG currently supports all major law enforcement agencies in Contra Costa County to include: Contra Costa County Sheriff’s Office, Antioch Police Department, Brentwood Police Department, Concord Police Department, El Cerrito Police Department, Martinez Police Department, Oakley Police Department, Pittsburg Police Department, San Ramon Police Department, San Pablo Police Department, and the Walnut Creek Police Department.
Police department staff recommends approving a three-year sole-source contract with Public Safety Family Counseling Group, Inc. (PSG), in an amount not to exceed $450,000, to aid in supporting officer wellness for the city’s law enforcement personnel and their families, for the period January 1, 2023 to December 31, 2025.
DOCUMENTS ATTACHED:
Attachment 1 – Original Contract
Attachment 2 – Sole Source Form
CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] ,
[ ] other [specify:]
2. Term. The effective date of this Contract is and it
terminates unless terminated as provided herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed
the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
By:
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
By:
By: Title:
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
Police Department
For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:
PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contractor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.
5. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
City of Richmond
Richmond, CA 94804-0046
1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
General Conditions/EJ/TE 01-19-11 1 of 13
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell,
General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue
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any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
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13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to
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indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete
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responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated
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under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and
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City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.