Richmond City Council
June 6, 2023

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: / Ex piration 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:

B y :

City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:

B y :

B y : T i t l e :

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
Sanctuary City Compliance Statement Exhibit G
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:

Request for Proposal
Auditing Services for the Port of Richmond
Release Date: January 31, 2023
Deadline for Submi
ttal
February 27, 2023
Contact: Jerry Chak, Accounting Manager
Email: [email protected]
Phone Number: 510-620-6569
City of Richmond
Finance Department
Attachment A: Request for Proposal for Auditing Services for Port of Richmond

INTRODUCTION
The City of Richmond is requesting proposals from qualified certified public ac countants to conduct a management and performance audit of the Port of Richmond. This request for proposal (RFP) describes the project, the required scope of services, the consultant selection process, and the minimum information that must be included in the proposal.

Failure to submit information in accordance with the RFP requirements and procedures may be cause for disqualification.

ABOUT THE PORT
The Port of Richmond is a division within the City Manager’s Economic Development.

The Port is responsible for developing, marketing, leasing, operating, and maintaining four (4) City-owned marine terminals. It ope
rates dry bulk, break-bulk, and automobile
processing facilities. The Port’s property includes the Point Potrero Marine Terminal (PPMT) as well as Terminals 2, 3, and 4. The Port has approximately 200 acres of land and 400,000 square feet of building space. Port revenue is generated through the application of the Port Tariff and property lease agreements.  Terminal 2 – 8 acres of land and two warehouses totaling 140,000 square feet used for the storage and distribution of liquid bulk. The terminal is currently rented to a private business.
 Terminal 3 - 20 acres of land and a warehouse of 80,000 square feet used for the import, storage and distribution of bulk cargo and containers.  Terminal 4 – 37 acres of land and a warehouse of 12,000 square feet used for trucking and storage.
 Point Potrero Marine Terminal –130 acres of land, four graving docks, two finger piers and two warehouses totaling 170,000 square feet used for import, storage and distribution.

SCOPE OF SERVICES
The
successful firm shall have extensive experience, depth of expertise, and breadth of resources in performing management and performance audits for port authorities of similar size, budget, revenue, diversity of operations and industry as the Port of Richmond.

The responsibilities of the consultant shall assess the overall management, efficiency, and effectiveness of all Port operations and services with focus on the following key areas, including but not limited to:

Organizational Overview

1. Is the Port making the best use of public funds?

2. Is the Port utilizing efficient operating practices?

3. Does the Port have an effect ive organization and/or management structure including staffing and operations when compared to other similar Ports? Are there opportunities for improvement?

4. Is the Port complying with in ternal controls, government rules and regulations?

5. Does the Port’s current overs ight structure guarantee transparency and public access to the information? If not, what are the recommendations?

Operations and Maintenance

6. Does the Port have an adequate management control system for accounting measuring, reporting and monitoring its leases?

7. Are staffing levels appropriate for the size and complexity of the Port’s operations and business requirements?

8. Are there opportunities for management/staff to carry out operations in a different way that might yield desired results more effectively or at a lower cost?

9. Is security at the Port effective? What are the recommendat ions for improvement?

10. Are there specific physical c hanges to infrastructure that should be made to the Port properties that would improve the operation and maintenance of the facilities?

11. Is technology adequate and utiliz ed efficiently? Is the technology in alignment with business needs and relevant industry benchmarks?

12. Are leases or loan rates r easonable compared to industry standards and local market?

Tenant Services

13. Is the Port responsive to t he needs of customers, including tenants, city departments, council, members of the broader community, and regulatory agencies? Recommend how this could be more effective.

14. Does the Port have an adequat e management control system for measuring, reporting and monitoring its leases?

15. Review and make recommendat ions regarding policies and procedures relating to tenant services.

16. Can the Port take any legal actions against the delinquent tenants to recover lost revenue.

17. Are there any conflict of interest issues involving any current or former City Council members, Current or former City staff, Current or former Port’s tenants, Current and former Port’s contractors?
General Administration

18. Is the Port adequately accounting for the prudent and effective management of the resources entrusted to them?

19. Is the Port following sound procurement practices, budgeting process, and accounting rules?

20. Review and make recommendations, as applicable, on the following:
a. The budgeting process and purchasing system.
b. Accounting systems, and cash management controls.
i. Cash Management
ii. Rent roll information of current leases
iii. Transfer in and out
iv. Rent roll information of each sublease
v. Loans made to the Port and other debt accrued
c. The adequacy of communications and feedback at all levels, including the council, tenants, management, staff, and customers.

21. Assess the adequacy of Port financial oversight from the Finance Department.

The project should be completed within 120 days of notice to proceed with the project.

The estimated fee for the completion of this Project is not to exceed $100,000. Upon competition of the audit, the selected consultant shall deliver a written report summarizing findings and recommendations for improvements. The recommendations shall include samples from other comparable business entities. After issuance of the report, the selected consultant shall attend City Council meeting to discuss the results of audit. The selected consultant will be paid by the following method: monthly invoices based upon deliverables or portion of work completed.

RFP SCHEDULE
Date Activity
1/31/2023 Release RFP
2-16-23 Final Day to Submit Questions (5:00 PM)
2-20-23 Responses to Questions posted on
BidsOnline
2-27-23 RFP Due Date
3-6-23 Short List Interviews
3-13-23 Final Selection and Contract Negotiations
4-4-23 City Approval Processes
4-5-23 Effective Date of Contract
P

ROPOSAL FORMAT GUIDELINES
The proposal should be concise, well organized, and demonstrate the proposer’s qualifications and experience applicable to the Project. The propos al shall be limited to
20 double-sided pages (8.5 inches x 11 inches), inclusive of graphics, forms, pictures, photographs, dividers, etcetera, but not of cost proposal, resumes, required forms, certifications, front and back covers, or letters of commitment from sub-consultants. The required font size is 12 point, with minimum left and right margins of one-inch, and top and bottom margins of 0.7 inches.

Each proposal will adhere to the following order and content of sections. Proposal should be s
traightforward, concise and provide “layman” explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals, which appear unrealistic in the terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. The following proposal sections are to be included in the Vendor’s response:

A. Vendor Cover Letter
A cover letter, not to exceed three pages in length, should summarize key elements of the proposal and shall:
 Confirm that all elements of this RFP have been reviewed and understood.
 Include a statement of intent to perform the services as outlined.  Express company’s willingness to enter into an agreement under the

terms and conditions prescribed by this RFP, insurance requirements (Attachment A) and in the sample Service Agreement (Attachment B).  Submit a written description and brief history of the company’s experiences, qualifications, and successes in providing management and performance audit services described herein. Please indicate the number of employees, client base and location of offices.
 Indicate the address and telephone number of the vendor’s office located nearest to Richmond, California and the office from which the project will be managed.
 Confirm that vendor has a minimum of three (3) years verifiable auditing experience.
 Stipulate that the proposal price will be valid for a period of at least 180 days.
 Identify a single person for contact during the RFP review process.

Include email address and telephone number.
 Cover letter shall be signed by an authorized official of the company.

B. Firm’s Experience and Techni cal Competence
List at least three (3) recent audits in the last five years completed by the firm conducting management and performance audits for ports of similar size, budget, diversity of operations and/or completing similar consulting efforts including:
 Experience in assessment of management and performance operations and the evaluation of best practices;
 Experience in gathering data, conducting interviews, performing site visits, and assessing operations;
 Experience to objectively analyze information and render recommendations to improve key areas of performance.

For each example, explain the parallels to this Project. If there are aspects of this Project not covered in your team’s experience, please explain your plans to adapt to the new situation. For each completed project, provide the name of the company and Project Manager the proposer performed work for, correct telephone numbers and e-mail addresses, type of work performed, and dollar value of the contracts. A project currently being performed may be submitted for consideration as one of the references.

C. Proposed Method to Accomplish the Work
Describe the firm’s technical and management approach for successfully completing
the Port’s management and performance audit. The project approach should be in sufficient detail to demonstrate the firm’s understanding of the Project, its unique challenges, and the processes and procedures that must be followed. The proposer should identify the goals of the performance audit, the most critical steps for success, and metrics to ensure that the goals have been met. In addition, please provide a proposed Project schedule. Boilerplate proposals that do not include discussion specific to the Port of Richmond’s

structure, policies, business methods, and Project requirements will receive lower scores. Demonstrated understanding of Port of Richmond and the Project, with the inclusion of innovative approaches and articulate analyses, will receive higher scores.

D. Project Team
The composition of the team and their ability and capacity to perform scope of work.

Describe firm’s project team organization, including identification and responsibilities of key personnel. Indicate role and responsibility of prime consultants and all sub-consultants. If applicable, indicate how local firms are being utilized to ensure a strong understanding of state and local laws, ordinances, regulations, policies, requirements, and permitting. Indicate the extent of the commitment of key personnel for the duration of the Project and furnish resumes of key personnel. Provide an indication of the staffing level for the Project. The City of Richmond’s evaluation of the proposal will consider the proposer’s entire team; therefore, no changes in the team composition will be allowed without prior written approval of the City of Richmond. Sub-consultant letters of commitment are required and must be submitted with the proposal.

Describe the experience of the proposer’s Project team in detail, including the team’s Project Manager, and other key staff members, on projects of similar size, capacity, and dollar value. For each similar project, include the client’s name and correct telephone number.

E. Cost Information
Provide the total direct and indirect costs to complete all tasks identified in the scope of services. A detailed cost breakdown shall be provided identifying: (1) the number of staff hours and hourly rates for each professional and administrative staff person who will be committed to this Project; (2) all other direct costs, such as materials and reproduction costs; and (3) sub-consultant services, if needed. These rates will also be used to negotiate rates for other projects (including optional tasks) that may be assigned. No additional funds will be paid above and beyond the original quote given by the selected Vendor.

Proposers will be paid at the same rates set forth in their cost proposal unless further negotiated in writing and agreed to by the City of Richmond.

F. Value Added Services
Please provide any additional services of benefit not specifically required herein, which the Respondent offers to provide.

G. Contractor Assignment of Sub-Contract
The resulting contract shall not be assigned, transferred, or sublet, in whole or in part, without the prior written approval of the
City of Richmond. If Proposers
intend to subcontract any portion of the resulting contract, they must describe their process for selecting such subcontractor(s) and the quality control measures that the Proposer will employ to ensure that any subcontractor

complies with the provisions of Proposer’s contract with the City.

H. Previous Contracts with the City of Richmond
The proposer shall submit a list which indicates all prime contracts and/or amendments awarded to the proposer by the City of Richmond for the last three (3) years. The list shall include a short description of the Project, the Project scope of work, award date, completion date, name of City of Richmond’s assigned Project Manager, and contract value.

I. Exceptions to this Request for Proposals
The proposer shall state whether or not it takes exception(s) to this RFP, including but not limited to the City of Richmond’s Standard Services Agreement – RFP (Attachment B). If the proposer does take exception(s) to any portion of the RFP or contract, the specific portion to which exception(s) is taken must be identified by section number and explained. Requests for changes or additions to sections of City of Richmond’s Standard Services Agreement must be shown by requesting deletion of specific words and/or by providing new requested contract language. Requests for complete replacement of the City of Richmond’s Standard Services Agreement for another contract will not be granted. Failure to make exceptions to the RFP or Standard Services Agreement within the proposal will be deemed a waiver of any objection. Exceptions will be considered during the proposal evaluation process.

J. Statement of Impartiality and Disclosure
The nature of this Project requires an impartial unbiased approach on the part of the proposer’s team. This proposal shall include a statement declaring that the proposer’s and sub-consultants are not currently, and will not, during the performance of these services, participate in any other similar work involving a third-party with interests currently in conflict or likely to be in conflict with City of Richmond’s interests. Additionally, proposer is required to disclose any pending or active investigations or litigation that may affect the reputation or ability of the proposer to carry out the Project.

PROCESS FOR SUBMITTING PROPOSALS
Questions Concerning Request for Proposals
All questions must be submitted via the electr onic BidsOnline system on the Q &A tab by 5:00pm PST, on February 16, 2023. If the City finds it necessary to issue an addendum, prospective Offerors will receive e-mail notification of addendum.

Otherwise, answers to questions received will be provided on the Q&A tab and notification will be sent by February 20, 2023. It is the proposer’s responsibility to periodically check the BidsOnline website www.ci.richmond.ca.us/bids for any possible Addenda to the RFP that may have been posted.

Any party submitting a proposal shall not contact or lobby any City Council member, City official, employee (except those specified for contact) or agent regarding the RFP.

Any party attempting to influence or circumvent the RFP, bid submittal, and review process may have their proposal rejected for violating this provision of the RFP.

Interested parties may download copies of the above mentioned p roposal by visiting the City's web site, www.ci.richmond.ca.us/bids. To download RFP, new vendors will be required to register. Once the vendor downloads any document s relative to a solicitation, that vendor's name will appear on the Prospective Bidders list for that project and will receive any addenda or notificat ions relating to the RFP.

Submission of Proposals
The proposal and any required certifications shall be signed by an individual or individuals authorized to execute legal documents on behalf of the proposer.

Electronic Proposals shall be submitted via the City’s secure online bidding system. All required sections of the proposal must be submitted via the website. Contractor is solely responsible for “on time” submission of their electronic proposal. The Bid Management System will not accept late proposals and no exceptions shall be made. Contractors will receive an e-bid confirmation number with a time stamp from the Bid Management System indicating that their bid was submitted successfully. The City will only receive those proposals that were transmitted successfully.

The proposal must be received no later than 3:00 p.m., local time, on Fe bruary 27, 2023.

The City of Richmond reserves the right to waive inconsequential irregularities.

GENERAL GUIDELINES
This RFP does not commit the City of Richmond to award a contract, to defra y any
costs incurred in the preparation of a proposal pursuant to this RFP, or to procure or contract for work. The City of Richmond may reject a proposal without providing the reason(s) underlying the declination. A failure to award a contract to the proposer with the lowest cost proposal shall not constitute a valid cause of action against the City of Richmond. The City shall not be responsible for work done, even in good faith, prior to final approval of the proposed contract. The City may investigate the qualifications of any respondent under consideration, require confirmation of information furnished by the respondent, and require additional evidence or qualifications to perform the Services described in this RFP.

The City reserves the right to:

1. Reject any or all proposals.

2. Issue subsequent Requests for Proposal.

3. Postpone opening for its own convenience.

4. Remedy technical errors in the Request for Proposal process.

5. Negotiate with any, all, or none of the Respondents.

6. Solicit best and final offers from all or some of the Respondents.

7. Select one or more Respondents.

8. Accept other than the lowest proposed fees.

9. Waive informalities and irregularities in proposals.

Public Records
All propos
als submitted in response to this RFP become the property of the City of Richmond and public records and, as such, may be subject to public review. Documents protected by law from public disclosure will not be disclosed by the City of Richmond if clearly marked with the word "confidential" on each applicable page. Trade secrets may be marked as confidential only to the extent they meet the requirements of California Government Code section 6254.7. Only information claimed to be a trade secret at the time of submittal to the City of Richmond and marked as "confidential" will be treated as a trade secret.

Insurance Requirements
The City of Richmond r
equires consultants doing business with it to obtain insurance, as shown in RFP Attachment A. The required insurance certificates must comply with all requirements of the standards as shown and must be provided within fifteen (15) days of issuance of the Notice of Intent to Award and prior to the commencement of any work on the Project.

Business Licenses
The successful Contractor and all subcontractors used in the work will be required to hold or to obtain a City of Richmond business license for which the fee will not be waived.

Compliance with City Ordinances
The contractor and all subcontractors shall comply with the City of Richmond Nondiscrimination Clauses in City Contracts Ordinance (Richmond Municipal Code (RMC) Chapter 2.28), Business Opportunity Ordinance (RMC Chapter 2.50), Local Employment Program Ordinance (RMC Chapter 2.56), Living Wage Ordinance (RMC Chapter 2.60) and Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on all Employment Applications (“Ban the Box”) (RMC Chapter

2.65), which are incorporated into the Contract Documents by this reference.

Sanctuary
City Contracting Ordinance (SCCO)
The Richmond Sanctuary City Contracting Ordinance No. 12-18 (A ttachment D) prohibits the City from granting and or retaining contracts 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”).

Proposers must submit the attached Sanctuary City Compliance Statement with their Proposal. (Attachment C)

Limited Liability Company Disclosure Statement (LLCS)

Resolution No. 86-21 (Attachment E), approved by City Council on July 6, 2021, requires disclosure of the identities of beneficial & responsible owners of Limited Liability Corporations (LLC). Proposers must submit the attached Disclosure Statement of Limited Liability Companies Form with their Proposal (Attachment F).

Collusion

By submitting a proposal, each respondent represents and warrants that its proposal is genuine and not false or collusive or made in the interest of, or on behalf of any person not named therein; that the respondent has not directly or indirectly induced or solicited any other person to submit a false proposal, or any other person to refrain from submitting a proposal; and that the respondent has not, in any manner, sought collusion to secure any improper advantage over any other person submitting a proposal.

Withdrawal of Proposals
A respondent may withdraw their proposal before the expiration of the time for submission of proposals by delivering to the Finance Department a written request for withdrawal signed by, or on behalf of, the respondent.

Ownership of Documents
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials produced for the Project shall be the sole and exclusive property of the City. No such materials or properties produced in whole or in part for the Project shall be subject to private use, copyrights or patent rights by Respondent in the United States or in any other country without the express written consent of the City. The City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced for this project.

PROPOSAL EVALUATION AND SELECTION PROCESS

All proposals shall be review ed to verify that the Respondent h as met the minimum requirements. Proposals that hav e not complied with requirement s , d o n o t m e e t minimum content and quality standards, or take unacceptable exceptions to the General Terms and Conditions of the Service Agreement, will be eliminat ed from further consideration. Proposals will be reviewed and evaluated by an e valuation committee comprised of City of Richmond personnel.

The City reserves the right to reject any or all proposals, or to make no award. The City also reserves the right to require modifications follow-up with requests for additional information, including, but not limited to, follow-up interviews. The City may request Best and Final offers based upon improved understanding of the offers or changed scope of

service. The City will negotiate with that vendor to determine final pricing, and contract form. Because this proposal is negotiable, all pricing data will remain confidential until after award is made, and there will be no public opening and reading of Proposals.

Overall responsiveness to the RFP is an important factor in the evaluation process. The criteria upon which the evaluation of the proposals will be based include, but are not limited to, the following:

Proposed Method to Accomplish the Work – 25%
The proposer’s responsiveness to the RFP including completeness and thoroughness of proposal; all required information must be provided in the f ormat specified. This category will also evaluate:
 Ability to provide services as outlined in the RFP.
 Approach and proposed methodology to project scope
 Demonstrated knowledge of the work required
 Explanation of the Project or services required
 Innovative approaches and internal measures for timely completion of Project Firm’s Experience and Technical Competence – 25%
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFP; number of years of experience in performing similar work.

Project Team – 25%
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude. This category will evaluate the firm’s:
 Qualifications and relevant individual experience
 Unique qualification of key personnel
Cost Proposal – 25%
Interviews
Upon request of the City of Richmond, vendors may be requested to give an oral presentation on vendor’s proposal, which would include a detailed analysis of how each of the RFP requirements would be addressed should firm receive the award.

Vendors may be eliminated from consideration based solely on inability to meet minimal requirements and/or review of written proposals.

Pre-Award Negotiations
After the proposals are opened, but prior to award, the City may elect to conduct negotiations with the highest ranked respondent for purposes of:

Resolving minor differences and information

 Clarifying necessary details and responsibilities
 Emphasizing important issues and points
 Receiving assurances from respondents
 Cost/budget clarifications
If the City cannot successfully negotiate a contract with the h ighest ranked respondent, the City may begin negotiations with the second highest ranked respondent.

Selection may be made without further discussion, negotiations or Offeror’s presentations; therefore, Offeror shall offer the most favorable terms in response to this RFP. Offeror must demonstrate an understanding of the scope of service to be provided and the ability to accomplish the tasks set forth. Offeror shall include information that will enable the City to determine the Offeror’s overall qualifications. The City reserves the right to request additional information or clarification on any matter included in the proposal response, to enable the City to arrive at the final award decision.

Award - When the Review Panel has completed its work, City staff will then recommend an audit firm to the City Manager and City Council for approval. The services provided by the successful bidder shall be governed by a Standard Services Agreement (Attachment B).

Attachments
A. Insurance Requirements
B. Standard Contract
C. Sanctuary City Co mpliance Statement
D. Sanctuary City Contra cting Ordinance No. 12-18
E. Limited Liability Corporation (LLC) Resolution No. 86-21 F. Limited Liability Corporation Form
Proposal for City of Richmond,
Auditing Services for the Port of
Richmond
February 27, 2023
GPP Analytics Inc.
2478 Tierra dr
Los Osos, CA 93402
www.GPPAnalytics.com
Attachment B: GPP Analytics' Proposal for City of Richmond, Auditing Services for the Port of Richmond A. Vendor Cover Letter

February 27, 2023 City of Richmond Thank you for the opportunity to submit a proposal for the auditing Services for the Port of Richmond. We founded GPP Analytics Inc. in 2022 to help state and local governments solve complex problems, improve operations, reduce risks, and deliver effective services to their communities. We are a team of experienced and dedicated performance auditors, analysts, and local government experts. Our team is dedicated solely to helping governments and combined, our team of three partners has over six decades of experience to draw from. Our audits adhere to the Generally Accepted Government Auditing Standards (Yellow Book) from the federal Government Accountability Office and International Professional Practices Framework (IPPF) from the Institute of Internal Auditors.

Julian Metcalf, CIA, MPAPartnerMr . Metcalf has served the San Francisco Budget and Legislative Analyst Office, the Santa Clara County Management Audit Division, as a lead analyst at Moody's Investors Service, and has led numerous audits and studies for local governments.

Eric Spivak, CIA, CGAP , CRMA, MPAPartnerMr . Spivak has served as the County Auditor of Jackson County OR, Audit Manager in the Federated States of Micronesia, Auditor for the City of Scottsdale AZ, and has managed audits and studies for local governments and utility systems.

Mara Vejby, PhDPartnerDr . Vejby hasserved the Santa Clara County Management Audit Division, the San Francisco Budget and Legislative Analyst Office, and as a university lecturer with a deep understanding of the cultural impact on organizational performance and retention.

A. Vendor Cover Letter

• Our staff consists of three partner-level auditors. • We have office locations in California and Oregon. • The proposed audit would be managed from our main office at 2478 Tierra Dr, Los Osos, California with support from an additional partner located in San Mateo. • Recent clients of the firm include the Los Osos Community Services District, County of Monterey Auditor-Controller’s Office, the San Luis Obispo City Employee Association, and the City of Oxnard. • A highlighted selection of clients of our team’s recent experience include the San Francisco Board of Supervisors, Santa Clara County Board of Supervisors, and Jackson County Oregon among many others. • We have reviewed and understand all elements of the RFP. • If selected, we intend to perform the services as outlined in the RFP, our proposal herein, and any resulting contract between the City and GPP Analytics Inc. • GPP Analytics Inc. is willing to enter into an agreement under the terms and conditions prescribed by this RFP, insurance requirements (Attachment A) and in the sample Service Agreement (Attachment B). • Each member of our proposed audit team has over three years of verifiable auditing experience. • The proposal price will be valid for at least 180 days. • The primary contact during the RFP is Julian Metcalf, who can be reached at: (415) 290-1032 [email protected] 2478 Tierra drive Los Osos, CA 93402 Please contact me if you have questions. Julian Metcalf, Partner B. Firm’s Experience and Technical Competence

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
Overview
Our team has over six decades of combined experience auditing and analyzing organization with a similar complexity to the Port of Richmond. The majority of the team’s work has been conducting management and performance audits for local governments. At the start of our assessments, we invest time in meeting with various levels of staff and stakeholders, doing walkthroughs, site visits, reviewing policies and practices, and conducting document reviews to inform our understanding. Objectivity is at the core of our operations, and we begin all engagements with conflict-of-interest reviews and attestations of independence. Our team’s audit recommendations have been widely implemented with measurable performance improvements for local governments.

The complexity of the proposed Port of Richmond audit is mirrored in several projects managed by our staff. The breadth of the proposed audit matches the annual risk assessment of Santa Clara County developed and implemented by Dr. Vejby. Several audits and studies conducted by Julian Metcalf such as ones covering the Santa Clara County real estate assets and the San Francisco vehicle fleet management have infrastructure, lease, and real estate aspects that compare similarly. Others such as the Management Audit of the Santa Clara County Procurement process looked at department’s organization-wide relationship and impact on overall performance. Mr. Spivak’s tenure as the audit manager for Jackson County has afforded him several audits that overlap such as those covering the Rogue Valley International Airport and Countywide Performance Measure Program among others. On the following pages are several examples of similar projects with reference and contact information available.

San Francisco Fleet Management
In 2019, Julian Metcalf managed an analysis of San Francisco fleet and its use of telematics systems. The study found significant opportunities to reduce costs, reduce vehicle emissions, and improve staff and community safety. The work included site visits, extensive data gathering, analysis, interviews, operational assessments, and recommendations related to use of industry best practices. See example of analysis below in Figure 1.

Work performed for President Norman Yee’s Office, San Francisco Board of Supervisors, for the Budget and Legislative Analyst Office, Erica Maybaum, [email protected], 619-309- 9310. Project budget was $75,000.

B. Firm’s Experience and Technical Competence

Figure 1: Excerpt from San Francisco Fleet Study

B. Firm’s Experience and Technical Competence

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
County of Santa Clara, In-Home Supportive Services
In 20220, Julian Metcalf and Mara Vejby managed a performance audit of the county’s In-Home Supportive Services using generally accepted government auditing standards of the Yellow Book from the U.S. Government Accountability Office. The audit included a full staffing analysis, customer service analysis, facility analysis, financial review, and numerous field observations.

The audit made several recommendations to improve operations, increase monitoring, and save costs.

Audit contact Terri Possley, IHSS Director, (408) 792-1663. Project budget was $125,000.

City of Oxnard, Rent Stabilization and Just Cause Eviction Fee Study (current project) GPP Analytics is performing a rent stabilization and just cause eviction fee study for the City of Oxnard. The project includes process mapping, cost accounting analysis, best practice analysis, interviews with peer jurisdictions, and recommendations to implement proposed fees for a newly adopted ordinance.

Contact Albert Rameriz, Housing Director, (805) 385-8096, [email protected]. Project budget is $30,000
Jackson County Audit of Airport Passenger Facility Charges In 2021, Eric Spivak managed an audit of Jackson County Audit of Airport Passenger Facility Charges. The audit assessed if the Airport maintained internal controls that reasonably ensured compliance with passenger facility charges (PFC) federal requirements; and the Airport complied with certain laws, regulations, and additional requirements issued by the Federal Aviation Administration (FAA) that may have a direct and material effect on the PFC program.

Santa Clara County Building and Real Estate Study
In 2021, Julian Metcalf managed a study of Santa Clara County's building portfolio. It was the County’s first comprehensive understanding of its multi-billion-dollar real estate assets. The analysis blended several data sources, including financial (SAP), human resources (People Soft), multiple infrastructure maintenance systems, geospatial data, and more, see example diagram in Figure 2 below. The analysis considered the County’s owned property, its maintenance costs, utility costs, the optimization of its revenue leases, the management of its leased portfolio of properties, and its growing deferred maintenance liabilities.

Contact Jeff Draper, Facility and Fleet Director, (408) 918-2700, [email protected].

Project budget was $150,000.

B. Firm’s Experience and Technical Competence

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
Figure 2: Excerpt from Santa Clara Property Study

C. Proposed Method to Accomplish the Work

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
Audit Standards
Our approach to the audit is guided by our firm’s use of the Generally Accepted Government Auditing Standards (GAGAS or Yellow Book) and International Professional Practices Framework (IPPF) standards. These standards are internationally recognized, help ensure rigorous quality control, and provide an objective and independent framework for the audit. Our standards drive our work to identify the root cause of problems and does so using evidence-based methods as described below.

Phase One: Interviews, Observations, Data Gathering and Risk Assessment Entrance Conference (April)
At the start of the audit, GPP and the Port of Richmond will hold an entrance conference to initiate the audit. The meeting will provide an opportunity for the auditee to ask questions, discuss audit procedures, and discuss the initial request for information.

Interviews and Initial Observations (April)
At the start of our audits, we invest time in meeting with various levels of staff and stakeholders, doing walkthroughs, site visits, reviewing policies and practices, and conducting document reviews to inform our understanding. These interviews can be scheduled for the same week as the entrance conference, onsite, or remote depending on auditee’s preference. GPP will schedule time with the Port to conduct site walkthroughs and observe operations.

Document and Data Review (April)
GPP will make an initial data and document request based on the scope of the audit. We will review the materials and incorporate our initial observations into the audit’s risk assessment. Below is a list of materials we would initially request. • Port policies and procedures
• Staffing roster and organizational chart
• Port’s mission statement, goals, and other strategic documents • Real Estate inventory
• Revenue lease inventory
• Maintenance records and work order reports
• Security incidents and logs
• Sample lease agreements and records
• Loan and debt agreements and records
• List of delinquent tenants, agreements, and related records • Staffing analysis, plan, or other materials previously used to determine staffing levels
• Budget planning documents
C. Proposed Method to Accomplish the Work

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
• Sample procurement documents
• Sample accounting transaction records
• Financial oversight records
Risk Assessment (April)
Using the information from the interviews, observations, document review, and data review, we will produce a risk assessment for the audit. The risk assessment will highlight initial observations and preliminary issues and rank them by risk level including scale of potential impact and likelihood. Our risk assessment is then used to inform the following analysis phase by emphasizing analysis and fieldwork in the riskiest areas. The risk assessment also serves as an opportunity for GPP to work with City staff if any parts of the audit need additional consideration or different approaches in the subsequent analysis phase.

Phase Two: Analysis
The risk assessment at the end of the prior phase will help define our analysis. Our analysis will compile evidence to support our recommendations and solutions based on the problems we’ve identified. The tasks below are examples of what we expect to perform but can be refined with the City following the information observed in the risk assessment phase.

Organizational Overview (April-May)
The organizational review will look at the Port holistically starting with assessing the Port’s overall performance as it compares to stated goals, its mission, the City’s goals and mission, legal criteria governing operations of the Port, and industry best practices.

This will set a foundation for determining if the Port is making the best use of public funds. We will conduct a review and survey of peer jurisdictions with similar size and complexity to the Port and perform a comparison to identify new solutions and opportunities for improvement. To assess the Port’s compliance with controls we will perform a series of transaction tests and samples across multiple processes and systems of varying risk and exposure levels. GPP will review the Port’s oversight structure, the performance metrics it reports, public access to information. Our review will make practical recommendations that address any problems identified in the overview.

Operations and Maintenance (April-May)
Our analysis of the Port’s operations and maintenance will include a variety of tests and analysis to determine if the Port is operating effectively and make recommendations to make any necessary improvements. This may include, but is not limited to, the following tasks. Develop process flow maps and perform sample transaction testing to determine adequacy of controls related to leases. Conduct a staffing analysis and workload analysis with peer benchmarking. Review alternative models and structures that may yield lower costs or more effective results. Provide cost estimates and strengths and weaknesses for C. Proposed Method to Accomplish the Work

alternatives considered. Assess the Port’s security practices, policies, and procedures, and compare with industry best practices and benchmarks. Analyze the Port’s infrastructure inventory, maintenance records, work orders, and operational metrics to determine if specific changes should be made to Port properties. Review the Port’s technology systems inventory, road map, and strategic plans to assess alignment with business needs and industry benchmarks. Analyze lease rates, rate schedule, and rate development to industry standards and the local market. Tenant Services (April-May) Our assessment will determine the effectiveness of the tenant services function and make recommendations to improve operations, costs, and correct any observed deficiencies. We will use interviews and focus groups to initially assess responsiveness to customers, city departments, council, the community and regulatory agencies. This will be paired with an analysis of any available data or records that reflect these areas to. We will develop a process map of lease monitoring and reporting and perform sample testing to assess the function’s adequacy. GPP will review tenant services’ policies and procedures and conduct a control analysis and make recommendations for improvement. Assess the Port’s delinquent tenants, the Port’s previous attempts to collect, its policies and procedures related to collection and recovery, and make recommendations to recover funds and modify policies for future delinquencies. Conduct conflict of interest review tests, assess the existing related policies and procedures, and make recommendations to improve controls related to conflict of interest. General Administration (April-May) The review of the Port’s general administration will consider if the Port is adequately managing public funds and resources effectively. This will include developing process maps of controls using interviews and policies and procedures documents. These maps will help identify areas of potential weakness for additional testing such as procurement, budget process, cash management, rent roll information for current and subleases, transfers, and loans and debt made to the Port. Our testing will be selected from transaction samples from high-risk areas and random samples to analyze overall adequacy. We will also consider the Port’s communication and feedback as it relates to council, tenants, management, staff, and costumers by using a variety of interviews, focus groups, and samples. Finally, we will consider the adequacy of financial oversight by assessing oversight records, communications, and any prior findings from internal or external audit activities.

C. Proposed Method to Accomplish the Work

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
Phase Three: Reporting
Draft Report Development and Review (June)
GPP will prepare a written report for the audit. The report will summarize the analysis, audit findings, and recommendations. The team will conduct an internal quality control review in compliance with professional standards and our firm’s policies.

Exit Conference (June)
Once a report is drafted, we’ll hold an exit conference with City staff to review the preliminary material and solicit feedback.

Final Report and Presentation (June)
We will provide a final report and be available to present the report and materials to staff, council, or others as requested.

Project Communication and Monitoring
We recommend that throughout the course of the audit that we have regular check-in meetings with the primary point(s) of contact. We’ve found that these meetings help ensure that any challenges with the project can be identified and resolved quickly, and we can discuss preliminary findings early.

Project Communication and Monitoring
Throughout the audit we will perform quality control reviews using our audit standards and firm’s policies and procedures. When drafting the report, we will perform an in-depth review of the adequacy of audit workpapers, which will be available to the City upon completion of the audit.

Models for Future Use by the City and Port
As requested, we will share any models and technical analysis developed during the audit with the City and Port. All models will include annotations and training for future use if appropriate.

Such models are often helpful for organizations to perform follow-up reviews and self- assessments well after they have implemented an audit’s recommendations.

D. Project Team

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
Team Overview
Our firm has three principal staff who will serve on the project team. Julian Metcalf will serve as the project manager. Eric Spivak will perform internal quality control and serve as an auditor.

Dr. Vejby will serve as an auditor. All perform fieldwork, analysis, and project management.

Detailed resumes of the project team are on the following pages.

Julian Metcalf, CIA, MPA
Partner
Mr . Metcalf has served the San Francisco Budget and Legislative Analyst Office, the Santa Clara County Management Audit Division, as a lead analyst at Moody's Investors Service, and has led numerous audits and studies for local governments.

Eric Spivak, CIA, CGAP , CRMA, MPA
Partner
Mr . Spivak has served as the County Auditor of Jackson County OR, Audit Manager in the Federated States of Micronesia, Auditor for the City of Scottsdale AZ, and has managed audits and studies for local governments and utility systems.

Mara Vejby, PhD
Partner
Dr . Vejby hasserved the Santa Clara County Management Audit Division, the San Francisco Budget and Legislative Analyst Office, and as a university lecturer with a deep understanding of the cultural impact on organizational performance.

D. Project Team

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
Julian Metcalf, CIA
Manages, performance audits, compliance audits, management, and special studies audits for counties, cities, and other governmental agencies. Sixteen years of public sector expertise in local government management, consulting, and financial analysis. This includes serving as the lead analyst for a $43 billion portfolio of local government bonds ratings at Moody’s Investors Service, conducting and managing audits and studies at Harvey M. Rose, special studies, revenue analysis, and implementing technology projects such as interactive dashboards and geospatial analysis.

Finance and Government Operations
• Audit of Tax and Fee Collection Processes and Information Sharing, City of Los Angeles • Management Audit of Claims Unit, City of Los Angeles
• Management audit of Procurement Process, County of Santa Clara • Special Study of Analysis of Small Business Displacement, City and County of San Francisco • Management audit of Information Services Department, County of Santa Clara • Annual Review of Mayor’s Proposed $13 billion budget for the City and County of San Francisco Board of Supervisors
• Annual Review of County Executive’s Proposed $11.5 billion budget for the County of Santa Clara Board of Supervisors
• Analysis of City of Phoenix’s financial condition and budgeting practices • Monitoring and analysis of a $43 billion portfolio of local government bond ratings at Moody’s Investors Service
• Assessed the financial and economic condition, governance, and debt portfolio of hundreds of cities, counties, school districts, and enterprise districts across the western states for Moody’s Investors Service
Public Safety and Justice
• Management Audit of Sheriff’s Custody Bureau, County of Santa Clara • Management Audit Los Altos Hills County Fire District, County of Santa Clara • Audit of the Implementation of Recommendations for Custody Improvement, County of Santa Clara • Management Audit of the Juvenile Probation William F. James Ranch Facility, County of Santa Clara Building, Planning, Public Works, and Transportation
• Special Study of Santa Clara County Property Owned and Leased by the General Fund and Roads and Airports Departments, County of Santa Clara
• Performance Audit Evaluating the Assessment and Collection of Wastewater Fees, Sacramento Regional County Sanitation District
• Policy Analysis of Vehicle Telematics for City Vehicles, City and County of San Francisco • Policy Analysis of Vehicle Telematics for City Vehicles Update, City and County of San Francisco • Policy Analysis of Public Art Programs, City and County of San Francisco D. Project Team

• Policy Analysis of Construction Noticing, City and County of San Francisco Health and Social Services • Management Audit of In-Home Supportive Services program, County of Santa Clara • Management audit of Valley Health Plan, County of Santa Clara • Special Study of In-Home Care for Seniors, City and County of San Francisco Technology and Geospatial • Financial and budget monitoring dashboard tool, Los Osos Community Services District • Digitized accounts payable processes, Los Osos Community Services District • Interactive dashboard of Annual Countywide Risk Assessment, County of Santa Clara • Interactive dashboard and map of City-owned vehicle use, telematics, and safety violation information, City and County of San Francisco • Interactive dashboard and map of public art programs, City and County of San Francisco • Interactive dashboard of construction noticing requirements, City and County of San Francisco • Interactive dashboard of County prison occupancy and staffing trends, County of Santa Clara • Information technology service catalog, San Francisco Municipal Transportation Agency PROFESSIONAL HISTORY: GPP Analytics Inc., Partner, Partner, 2022- Harvey M. Rose Associates, LLC, Principal Analyst, 2017 - 2022 San Francisco Municipal Transportation Agency, IT Business Operations Manager, 2016-2017 Harvey M. Rose Associates, LLC, Principal Analyst, 2014 - 2016 Moody’s Investors Service, San Francisco, CA, Analyst, 2010-2014 Empire State Development Corporation, New York, NY, Graduate Intern, 2009-2010 GCA Strategies, San Francisco, CA, Analyst, 2007-2008 UC Berkeley, Berkeley CA, Staff Research Associate, 2006-2007 EDUCATION: Master of Public Administration (MPA) Public and Nonprofit Management and Policy, New York University, Wagner Graduate School of Public Service, 2010 Bachelor of Arts in Geography, San Francisco State University, 2006 PROFESSIONAL CERTIFICATIONS: Certified Internal Auditor (CIA), Institute of Internal Auditors Tableau Desktop Specialist, Tableau Software Information Technology Infrastructure Library (ITIL) Foundation, AXELOS Global Best Practice D. Project Team

Eric Spivak, CIA, CGAP, CRMA Manages compliance audits, performance audits, program audits, management audits, and special studies for counties, cities, and other governmental agencies. Twenty-eight years of public sector expertise, local government management, consulting, training, and analytical experience including nine years as the county auditor for a county with a $575 million annual budget, with additional years of experience as a staff auditor and manager at the local, state, and national levels of government. Finance and Government Operations • Audit of Finance and Treasury Functions, Jackson County, OR • Audit of Collection of Funds for and from Other Jurisdictions, County of Jackson, OR • Audit of Compliance with Federal Awards (Single Audit), Jackson County, OR • Audit of Performance Measurement Program, Jackson County, OR • Special Study of Marijuana Grow Sites Impact on County Operations, Jackson County, OR • Management Audit of HR Recruitment Processes, Jackson County, OR • Managed Jackson County’s Application for FEMA Assistance • Managed Jackson County’s Use of COVID-19 CARES Act Funding • Financial Compliance Audits of several Ohio municipalities • Risk Assessment and Cash Control Audit of Vendor Operations, Metro Gov, Oregon • Citywide Benchmarking Study, Spokane, WA Public Safety and Justice • Jail Demographic Study, Jackson County, OR • Management Audit of Search and Rescue Program, Jackson County, OR • Audit of Civil Records Division, Jackson County, OR • Management Audit of Juvenile Justice Program, Jackson County, OR • Audit of Alaska Department of Corrections Prison Construction Project, Anchorage, AK • Management Audits of Multiple Arizona County Juvenile Probation Offices • Training Program Evaluation, Adult Probation Department, Maricopa County, AZ • Special Study of Patrol Staffing, Sheriff’s Office, Jackson County, OR • Audit of Property Room Internal Controls, Sheriff’s Office, Jackson County, OR • Service Providers Compliance Audit, Juvenile Justice Program, Jackson County, OR Building, Planning, Public Works, and Transportation • Management Audit, Planning Department, Jackson County, OR • Management Audit, Code Enforcement Program, Jackson County, OR • Internal Controls Audit of Building Department Permit Fee Collections, City of Atherton • Audit of Passenger Facilities Charge Collection and Use, Rogue Valley International Airport • Internal Controls Audit of Parking Revenue, Rogue Valley International Airport D. Project Team

Health and Social Services • Management Audit of Community Partners Grant Program, Jackson County, OR • Contract Compliance Audit of Jail Healthcare Provider, Jackson County, OR • Management Audit of Developmental Disabilities Program, Jackson County, OR • Special Study of Restaurant Inspection Fees System • Process Improvement Study, Riverview Medical Center, Red Bank, NJ • Performance Audit of Arizona Foster Care Review Program, Phoenix, AZ Miscellaneous Government Operations • Management Audit of Assessor’s Office, Jackson County, OR • Risk Assessment and Internal Control Audit, Washington State Dept. of Financial Institutions • Management Audit of Municipal Golf Operations, Tempe, AZ Utility Audits • Affiliate Transactions Audit, San Diego Gas and Electric • Affiliate Transactions Audit, Southern California Gas • Original Cost of Plant Audit, Commonwealth Edison, Chicago, IL • Sarbanes-Oxley Audit, Chugach Electric Association, Anchorage, AK PROFESSIONAL HISTORY: GPP Analytics Inc., Medford, OR, Partner, 2023 - Jackson County, Medford, OR, County Auditor, 2013 - 2023 Self-employed, Cincinnati, Freelance Auditor, OH 2010-2013 Office of the National Public Auditor, Federated States of Micronesia, Audit Mgr., 2009-2010 Self-employed, Salem, OR, Freelance Auditor, 2005-2010 City of Scottsdale, Scottsdale, AZ, 2001-2005, Internal Auditor Administrative Office of the Courts, Phoenix, AZ, 1998-2005, Compliance and Program Auditor Self-employed, Tempe, AZ, freelance auditor, 1995-1998 Office of the Auditor General, Phoenix, AZ, Performance Auditor, 1994-1995 EDUCATION: Master of Public Administration (MPA) Program Evaluation and Policy Analysis, Arizona State University, School of Public Affairs, 1994 Bachelor of Arts in Political Science, Arizona State University, 1990 PROFESSIONAL CERTIFICATIONS: Certified Internal Auditor (CIA), Institute of Internal Auditors Certified Government Auditing Professional, Institute of Internal Auditors Certification in Risk Management Assurance, Institute of Internal Auditors D. Project Team

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
SELECTED PUBLICATIONS:

Towards a Healthier Relationship: Reflections on an Auditee’s Stress at Being Audited, Association of Local Government Auditors Quarterly, Fall 2020 When Supervisors Coach: A Best Practice for Staff Development, Association of Local Government Auditors Quarterly, Fall 2017
Ask Not What You Can Do for Others; Ask What A Mentor Can Do For You: The Benefits of Participating in the ALGA Mentoring Program, Local Government Auditors Quarterly, Winter 2016
Reflections On Becoming A Mentor: Minions, Karma, and Everything In Between, Local Government Auditors Quarterly, Fall 2016
S
ELECTED PRESENTATIONS:

Cognitive Bias and Its Impact on Decision Making, Association of Local Government Auditors Annual Conference, May 2, 2022
Simple Steps to Reducing Fraud, International Association of Government Officials, Houston, TX, July 15, 2019
Fraud Prevention, Oregon Association of County Clerks, Ashland, OR August 9, 2018 Basic Statistical Tools Made Easy , Association of Local Government Auditors Regional Conference, Portland, OR October 5, 2017
Developing Tomorrow’s Leaders Today: How Supervising, Coaching, and Mentoring All Differ But All Contribute, Association of Local Government Auditors annual conference Atlanta, GA May 5, 2017
Not Bayonetting the Wounded: Achieving a Balanced Approach to the Internal Audit Function, Association of Local Government Auditors Annual Conference, Austin, TX May 23, 2016
Fundamental Principles of Effective Written Communication, Spokane Chapter of the Institute of Internal Auditors, Spokane, WA May 13, 2016
Writing Effectively for a Busy Audience, Association of Local Government Auditors Regional Conference, Clearwater, FL April 3, 2015
Effective Audit Writing, Oregon Secretary of State’s Audits Division, Salem, Oregon February 25-26, 2013, and March 18-19, 2013
Implementing Program Evaluation Into the Internal Audit Function, Salem Chapter of the Institute of Internal Auditors, Salem, Oregon February 20, 2013 Performance Auditing: Moving Beyond Controls and Compliance, Indian Technical & Economic Cooperation Public Sector Expenditure Training Symposium, New Delhi, India February 28, 2012 D. Project Team

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
Mara Vejby, PhD
Experience:

Manages performance audits, compliance audits, program audits, management audits, and special studies for counties and other governmental agencies. Fourteen years research and data analysis experience with an additional five years of public sector expertise, community engagement, local government management, and consulting, including leading the annual budget analysis and county-wide risk assessment for a $11.5 billion budget county.

Finance and Government Operations
• Annual Review of County Executive’s Proposed $11.5 billion budget for the County of Santa Clara Board of Supervisors
• Annual Countywide Risk Assessment. The risk index includes budget and staffing changes, vacancies, contract and asset values, County emergency preparedness and sustainability, legal risk, and work safety risks for the County of Santa Clara • Management Audit of the Employee Services Agency, County of Santa Clara Public Safety and Justice
• Special study of Law Enforcement oversight in cities and counties in California, Oregon, Washington, Nevada, and Texas at the request of the Santa Clara County Board of Supervisors • Special Study of County contractors with inmate contact, County of Santa Clara • Management Audit of the Medical Examiner-Coroner, County of Santa Clara • Special Study of fatalities among 0–5-year-olds, County of Santa Clara • Management Audit of the Public Defender Office, County of Santa Clara • Management Audit of the District Attorney’s Consumer Protection Unit, County of Santa Clara Health and Social Services
• Management Audit of In-Home Supportive Services program, County of Santa Clara • Management audit of Valley Health Plan, County of Santa Clara • Management audit of Community Health Services specialty clinics, County of Santa Clara • Management audit of Emergency Medical Services Agency, County of Santa Clara • Department of Employment and Benefit Services, County of Santa Clara Building, Planning, Public Works, and Transportation
• Management Audit of the Capital Programs Division, County of Santa Clara • Board memo regarding Valley Transportation Authority services relative to County public services, County of Santa Clara
• Special Study of the Housing Authority, County of Santa Clara D. Project Team

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
Miscellaneous Business Operations
• Strengths, Weaknesses, Opportunities and Threats (SWOT) Analysis of firm -wide operations, Harvey M. Rose Associates, LLC
• Fundraising, financial, and perspective donor reports for development, Woodside Priory School • Community engagement with California Pomo tribes to foster tribal language preservation and revitalization
PROFESSIONAL HISTORY:

GPP Analytics Inc., San Mateo, Partner, 2023 -
Harvey M. Rose Associates, LLC, San Jose, CA, Principal Analyst, 2017–2023 Locality Research & Preservation, LLC, Santa Rosa, CA, Founder and Director, 2015–2018 Woodside Priory School, Woodside, CA, Development Associate, 2017 College of Marin, Kentfield, CA, Lecturer of Anthropology, 2016–2017 Osher Lifelong Learning Institute, Sonoma State University, CA, Lecturer of Anthropology, 2014– 2017
Santa Rosa Junior College, Santa Rosa, CA, Lecturer of Anthropology, 2013 - 2017 California Indian Museum & Cultural Center, Santa Rosa, CA, Project Manager, 2010–2012 Law Office of Mary-Alice Coleman, Davis, CA, Office Manager and Legal Assistant, 2006–2007 E
DUCATION:

Doctor of Philosophy, Anthropology, University of Reading, England, 2012 Upgraded from Master to Doctor of Philosophy candidate, Anthropology, University College Cork, Ireland, 2009
Bachelor of Arts, Medieval and Early Modern Studies (emphasis on law), UC Davis, CA, 2007 Associate of Arts, Liberal Arts and Sciences General, Santa Rosa Junior College, CA, 2005 S
ELECTED PRESENTATIONS:

Sufficient Evidence and the Generally Accepted Government Auditing Standards, Harvey Rose, LLC, April 15, 2022.

Process Mapping: different approaches and lessons learned , Harvey Rose, LLC, February 18, 2022.

Interview Tools and Techniques, Harvey Rose, LLC, October 2, 2020.

E. Cost Information

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
2023 Rates
Our rates are inclusive of all indirect costs such as administrative, travel, and other support costs.

Julian Metcalf, Partner/Project Manager: $125 per hour
Eric Spivak, Partner/Auditor: $125 per hour
Dr. Mara Vejby, Partner/Auditor: $125 per hour
Proposed Schedule and Costs
Total estimated cost of audit is $81,750. Price valid for at least 180 days.

Phase Task Month
Julian
Metcalf
(Hours)
Eric
Spivak
(Hours)
Mara
Vejby
(Hours)
Total
(Hours) Total Cost
Phase
One
Entrance Conference April 4 4 4 12 $ 1,500
Interviews and
Observations April 20 10 20 50 $ 6,250
Document and Data
Review April 20 20 20 60 $ 7,500
Risk Assessment April 20 20 20 60 $ 7,500
Phase
Two
Organizational Overview April to May 30 10 50 90 $ 11,250 Operations and
Maintenance April to May 50 30 10 90 $ 11,250
Tenant Services April to May 50 10 30 90 $ 11,250
General Administration April to May 30 50 20 100 $ 12,500 Phase
Three
Draft Report
Development and Review June 20 20 10 50 $ 6,250
Exit Conference June 4 4 4 12 $ 1,500
Final Report and
Presentation June 20 10 10 40 $ 5,000
268 188 198 654 $ 81,750
F. Value Added Services

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
Optional Ongoing Monitoring
If requested, GPP can implement ongoing or continuous monitoring tools for our clients. This can include monitoring and analysis activities staffed by GPP; automated and semi-automated tools such as machine learning to monitor for red flags of fraud, waste, and abuse; and ongoing performance monitoring, such as interactive data dashboards and performance reporting.

G. Contractor Assignment of Sub-Contract

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
The resulting contract shall not be assigned, transferred, or sublet, in whole or in part, without the prior written approval of the City of Richmond.

We have no intention of subcontracting all or part of the proposed audit.

H. Previous Contract with the City of Richmond

GPP Analytics Inc. or its staff have no previous contracts with the City of Richmond.

I. Exceptions to This Request for Proposal

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
GPP Analytics Inc. takes no exception to this RFP, including but not limited to the City of Richmond’s Standard Services Agreement – RFP (Attachment B).

J. Statement of Impartiality and Disclosure

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
GPP Analytics Inc. and its staff are not currently, and will not, during the performance of these services, participate in any other similar work involving a third-party with interests currently in conflict or likely to be in conflict with City of Richmond’s interests.

GPP Analytics Inc. and its staff do not have any pending or active investigations or litigation that may affect the reputation or ability of the proposer to carry out the Project.

Disclosure Statement for Limited Liability Companies
This Statement Shall be included with all Bid and Proposal Submissions Is your Business a Limited Liability Company (LLC)? pYES pNO If you answered YES, please provide the City with the names and business addresses of any and all shareholders, directors, officers, members, managers, other authorized persons, partners, and “Beneficial Owners” of the applying LLC. A Beneficial Owner is any person or entity who: (1) exercises substantial control over the applying LLC; (2) owns 25% or more of the interest in the applying LLC; or (3) receives substantial economic benefits from the assets of the applying LLC.

If any LLC shareholder, director, officer, member, manager, other authorized person, partner, or Beneficial Owner is itself an LLC or other business entity, the names and business addresses must also be provided for any and all shareholders, directors, officers, members, managers, other authorized persons, partners, and Beneficial Owners of that LLC or other business entity all the way up through each entity in the organizational chart until ultimate ownership by individual people is disclosed.

Name: _____________________
Title: _____________________
Address:__________________________________________
Name: _____________________
Title: _____________________
Address:__________________________________________
Name: _____________________
Title: _____________________
Address:__________________________________________
☐ Check this box if additional ownership information is attached to this Disclosure Statement.

In signing this Disclosure Statement, I represent that the information submitted in this Disclosure Statement, and any attachments, is true and correct.

Signature: _____________________
Printed Name: _Julian Metcalf____________________
Title: __Partner and Business Manager___________________ Date: __February 21, 2023___________________

CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of GPP Analytics Inc. (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)
Julian Metcalf Partner
February 21, 2023
GPP Analytics Inc.
21st February 23 Los Osos
Revised Schedule
Auditing Services for the Port of
Richmond
May 17, 2023
GPP Analytics Inc.
2478 Tierra dr
Los Osos, CA 93402
www.GPPAnalytics.com
Attachment C: GPP Analytics' Revised Schedule, Auditing Services for the Port of Richmond

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
Phase One: Interviews, Observations, Data Gathering and Risk Assessment Pre-Planning Call
Prior to the audit entrance conference, GPP can meet with City staff such as the main point of contact for the contract, other appropriate City staff, and any executive sponsors of the audit to discuss any background, concerns, and any pertinent planning information.

Entrance Conference (June 15)
At the start of the audit, GPP and the Port of Richmond will hold an entrance conference to initiate the audit. The meeting will provide an opportunity for the auditee to ask questions, discuss audit procedures, and discuss the initial request for information.

Interviews and Initial Observations (June 15-23)
At the start of our audits, we invest time in meeting with various levels of staff and stakeholders, doing walkthroughs, site visits, reviewing policies and practices, and conducting document reviews to inform our understanding. These interviews can be scheduled for the same week as the entrance conference, onsite, or remote depending on auditee’s preference. GPP will schedule time with the Port to conduct site walkthroughs and observe operations.

For planning purposes, we estimated that this may occur following the entrance conference and the week of June 19. However, this depends on the availability of management and staff at the Port.

Document and Data Review (June-July)
GPP will make an initial data and document request based on the scope of the audit. We will review the materials and incorporate our initial observations into the audit’s risk assessment. Below is a list of materials we would initially request. Significant delays in receiving this information could extend our estimated audit schedule. • Port policies and procedures
• Staffing roster and organizational chart
• Port’s mission statement, goals, and other strategic documents • Real estate inventory
• Revenue lease inventory
• Maintenance records and work order reports
• Security incidents and logs
• Sample lease agreements and records
• Loan and debt agreements and records
• List of delinquent tenants, agreements, and related records

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
• Staffing analysis, plan, or other materials previously used to determine staffing levels
• Budget planning documents
• Sample procurement documents
• Sample accounting transaction records
• Financial oversight records
Risk Assessment (Mid-July)
Using the information from the interviews, observations, document review, and data review, we will produce a risk assessment for the audit. The risk assessment will highlight initial observations and preliminary issues and rank them by risk level, including the scale of potential impact and likelihood. Our risk assessment is then used to inform the following analysis phase by emphasizing analysis and fieldwork in the riskiest areas. The risk assessment also serves as an opportunity for GPP to work with City staff if any parts of the audit need additional consideration or different approaches in the subsequent analysis phase.

Phase Two: Analysis
The risk assessment at the end of the prior phase will help define our analysis. Our analysis will compile evidence to support our recommendations and solutions based on the problems we’ve identified. The tasks below are examples of what we expect to perform but can be refined with the City following the information observed in the risk assessment phase.

Organizational Overview (July-August)
The organizational review will look at the Port holistically, starting with assessing the Port’s overall performance as it compares to stated goals, its mission, the City’s goals and mission, legal criteria governing operations of the Port, and industry best practices.

This will set a foundation for determining if the Port is making the best use of public funds. We will conduct a review and survey of peer jurisdictions with similar size and complexity to the Port and perform a comparison to identify new solutions and opportunities for improvement. To assess the Port’s compliance with controls, we will perform a series of transaction tests and samples across multiple processes and systems of varying risk and exposure levels. GPP will review the Port’s oversight structure, the performance metrics it reports, public access to information. Our review will make practical recommendations that address any problems identified in the overview.

Operations and Maintenance (July-August)
Our analysis of the Port’s operations and maintenance will include a variety of tests and analysis to determine if the Port is operating effectively and make recommendations to make any necessary improvements. This may include, but is not limited to, the following tasks. Develop process flow maps and perform sample transaction testing to determine adequacy of controls related to leases. Conduct a staffing analysis and workload analysis

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
with peer benchmarking. Review alternative models and structures that may yield lower costs or more effective results. Provide cost estimates and strengths and weaknesses for alternatives considered. Assess the Port’s security practices, policies, and procedures, and compare with industry best practices and benchmarks. Analyze the Port’s infrastructure inventory, maintenance records, work orders, and operational metrics to determine if specific changes should be made to Port properties. Review the Port’s technology systems inventory, road map, and strategic plans to assess alignment with business needs and industry benchmarks. Analyze lease rates, rate schedule, and rate development to industry standards and the local market.

Tenant Services (July-August)
Our assessment will determine the effectiveness of the tenant services function and make recommendations to improve operations, costs, and correct any observed deficiencies. We will use interviews and focus groups to initially assess responsiveness to customers, city departments, council, the community, and regulatory agencies. This will be paired with an analysis of any available data or records that reflect these areas, too. We will develop a process map of ease monitoring and reporting and perform sample testing to assess the function’s adequacy. GPP will review tenant services’ policies and procedures and conduct a control analysis and make recommendations for improvement. Assess the Port’s delinquent tenants, the Port’s previous attempts to collect, its policies and procedures related to collection and recovery, and make recommendations to recover funds and modify policies for future delinquencies.

Conduct conflict of interest review tests, assess the existing related policies and procedures, and make recommendations to improve controls related to conflict of interest.

General Administration (July-August)
The review of the Port’s general administration will consider if the Port is adequately managing public funds and resources effectively. This will include developing process maps of controls using interviews and policies and procedures documents. These maps will help identify areas of potential weakness for additional testing such as procurement, budget process, cash management, rent roll information for current and subleases, transfers, and loans and debt made to the Port. Our testing will be selected from transaction samples from high-risk areas and random samples to analyze overall adequacy. We will also consider the Port’s communication and feedback as it relates to council, tenants, management, staff, and costumers by using a variety of interviews, focus groups, and samples. Finally, we will consider the adequacy of financial oversight by assessing oversight records, communications, and any prior findings from internal or external audit activities.

GPP Analytics Inc.
www.gppanalytics.com
(415) 290-1032
Phase Three: Reporting
Draft Report Development and Review (August)
GPP will prepare a written report for the audit. The report will summarize the analysis, audit findings, and recommendations. The team will conduct an internal quality control review in compliance with professional standards and our firm’s policies.

Exit Conference (September)
Once a report is drafted, we’ll hold an exit conference with City staff to review the preliminary material and solicit feedback.

Final Report and Presentation (September)
We will provide a final report and be available to present the report and materials to staff, council, or others as requested.

2023 Rates Our rates are inclusive of all indirect costs, such as administrative, travel, and other support costs. Julian Metcalf, Partner/Project Manager: $125 per hour Eric Spivak, Partner/Auditor: $125 per hour Dr. Mara Vejby, Partner/Auditor: $125 per hour Proposed Schedule and Costs Total estimated cost of audit is $81,750. Price valid for at least 180 days.

Phase Task Month Julian Metcalf (est. Hours) Eric Spivak (est. Hours) Mara Vejby (est. Hours) Total (Hours) Total Cost Phase One
Entrance Conference June 4 4 4 12 $ 1,500 Interviews and Observations June 20 10 20 50 $ 6,250 Document and Data Review June-July 20 20 20 60 $ 7,500 Risk Assessment Mid July 20 20 20 60 $ 7,500 Phase Two
Organizational Overview July - August 30 10 50 90 $ 11,250 Operations and Maintenance July - August 50 30 10 90 $ 11,250 Tenant Services July - August 50 10 30 90 $ 11,250 General Administration July - August 30 50 20 100 $ 12,500 Phase Three
Draft Report Development and Review August 20 20 10 50 $ 6,250 Exit Conference September 4 4 4 12 $ 1,500 Final Report and Presentation September 20 10 10 40 $ 5,000 268 188 198 654 $ 81,750

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 PA YMENT 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 Contra ctor 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 a fter 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, C opyrights 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 C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e 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 at
torney'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 General Conditions/EJ/TE 01-19-11 7 of 13

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 General Conditions/EJ/TE 01-19-11 8 of 13

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 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-exclus
ivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and 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.

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 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 pr
ovisions 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 financ
ed 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 Cont
ractor 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
___ Sectio
n 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page
1 of 3
Revised: June 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 Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. 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.

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

X
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type
2 – Page 2 of 3
R
evised: June 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, CONT
RACTOR must replace coverage immediately and provide notice to City.

Um
brella/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.

Claims-Made Policies
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type
2 – Page 3 of 3
R
evised: June 2011
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 br eaches 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 GPP Analytics Inc. (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Con tractor 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”). Con tractor 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 varie ty of sources for the purposes of reselling such information to their customers, whic h 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. “Ex treme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar servic es ."
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 effecti ve 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 un der the laws of the State of California that the foregoing is true and correct. Execu ted this d ay of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
Julian Metcalf Partner
February 21, 2023
GPP Analytics Inc.
21st February 23 Los Osos
EXHIBIT G: Sanctuary City Compliance Statement