PLEASE NOTE: HYBRID MEETING FORMAT
AMENDED AGENDA(s):
- REGULAR MEETING OF THE RICHMOND CITY COUNCIL
Tuesday, June 25, 2024, 4:30 p.m.
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
Members:
Eduardo Martinez, Mayor at Large
Melvin Willis, Councilmember District 1
Cesar Zepeda, Councilmember District 2
Doria Robinson, Councilmember District 3
Soheila Bana, Councilmember District 4
Gayle McLaughlin, Councilmember District 5
Claudia Jimenez, Vice Mayor, District 6
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Disclaimer: The City Clerk's Office translates agendas to enhance public access. Translated agendas are provided as a courtesy and do not constitute legal notice of the meeting or items to be discussed. In case of discrepancy, the English agenda will prevail.
Pages
4 A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 4:30 p.m.
B. ROLL CALL
C. CLOSED SESSION
C.1 PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government Code Section 54957)
• Title: City Attorney
C.2 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) • Tokoi v. City of Richmond
• Hanlees Hilltop Buick et al. v. City of Richmond
Surplus Property Authority of the City of Richmond v. Riggers Loft Wine Company et al.
•
C.3 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
Property: 1689 Regatta Boulevard
Agency Negotiators: Nannette Beacham, Anne Lanphar
Negotiating Parties: DiCon Fiberoptics, Inc.
Under negotiation: Price and terms of payment
•
C.4 CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
• Agency Representatives: Sharrone Taylor and Jack Hughes Employee organizations:
1. SEIU Local 1021 Full Time Unit and Part Time Unit
IFPTE Local 21 Mid-Level Management Unit and Executive
Management Units
2. 3. Richmond Police Officers Association RPOA
4. Richmond Police Management Association RPMA
5. IAFF Local 188
6. Richmond Fire Management Association RFMA
C.5 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (Significant exposure to litigation pursuant to paragraph (2) or (3) of Subdivision (d) [as applicable] of Government Code Section 54956.9) • One Case
5 C.6 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
• Two Cases
D. PUBLIC COMMENT BEFORE CLOSED SESSION (limited to items on the Closed Session agenda only)
E. ADJOURN TO CLOSED SESSION
________________________________________________________ 6 F. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
6:30 p.m.
G. PLEDGE OF ALLEGIANCE
H. ROLL CALL
I. STATEMENT OF CONFLICT OF INTEREST
J. AGENDA REVIEW
K. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE DURING
CLOSED SESSION
L. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) M. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)(limited to two minutes per Councilmember)(public comments allowed under Open Forum)
N. COMMENDATIONS, PRESENTATIONS, AND PROCLAMATIONS
N.1 Proclamation from East Bay Municipal Utility District (EBMUD) to the City of Richmond Parks and Landscaping Division
16 RECEIVE a proclamation from the East Bay Municipal Utility District (EBMUD) recognizing the successful collaboration between the City of Richmond Parks and Landscaping Division and the University of California Gardeners of Contra Costa County that restored and maintains the garden at the Richmond Civic Center Plaza - Councilmember Doria Robinson (510-620-6568).
O. OPEN FORUM FOR PUBLIC COMMENT
(public comment on items that remain on the Consent Calendar or items not on the agenda - limited to 2 minutes unless otherwise specified - Back and forth dialogue with the Council is prohibited)
P. CITY COUNCIL CONSENT CALENDAR
(All items placed under the Consent Calendar are considered to be routine and noncontroversial. These items will be enacted upon together with a motion and second, without discussion, of any member of the City Council, and each item shall be deemed to have received the action recommended.)
P.1 City Attorney's Office
P.1.a Resolution Amending Richmond’s Conflict of Interest Code 19 ADOPT a resolution amending the City of Richmond’s Conflict of Interest Code to ensure that all City positions required to file Statements of Economic Interest are properly identified – City Attorney’s Office (Dave Aleshire 510-620-6509).
7 P.1.b First Amendment to the Legal Services Agreement with the Law Office of Todd Simonson
54 APPROVE a first amendment to the legal services agreement with the Law Office of Todd Simonson for $140,500, for a total amount not to exceed amount of $150,000 and with a term ending June 30, 2025 – City Attorney’s Office (Dave Aleshire 510-620-6509/Shannon Moore 510-620-6505/Sharrone Taylor 510-620-6803).
P.1.c Legal Services Agreement with Burke, Williams & Sorensen, LLP, to provide legal services related to the Chevron Refinery Wet Gas Scrubber Project.
80 APPROVE a legal services agreement with Burke, Williams & Sorensen, LLP for $500,000, to provide legal services related to California Environmental Quality Act (CEQA) and land use for the Chevron Refinery Wet Gas Scrubber Project, with a term initiating June 25, 2024, ending on June 30, 2026 – City Attorney’s Office (Shannon Moore 510-620-6505/Lina Velasco 510-620-6841).
P.1.d Legal Service Agreement Amendments with Three Firms to Perform Confidential Personnel Investigations
132
APPROVE amendments to the legal services agreement with Kramer Workplace Investigations, Oppenheimer Investigations, and Ellis Investigations to extend the term to June 30, 2025, and increase the limit for an amount not-to-exceed $100,000 for Kramer Workplace Investigations, contract amount not-to-exceed $170,000 for Oppenheimer Investigations Group, and contract amount not-toexceed $200,000 for the Ellis Investigations to conduct confidential personnel investigations – City Attorney’s Office/Human Resources Department (Dave Aleshire/Shannon Moore/Nickie Mastay/Sharrone Taylor 510-620-6600).
P.2 City Council
P.2.a Request a presentation from the Fire Department on the Community Wildfire Protection Plan (CWPP).
217
REQUEST a presentation from the Fire Department on the
Community Wildfire Protection Plan - Councilmember Soheila Bana (510-672-6503).
P.3 City Manager's Office
P.3.a Establishment of a Community Crisis Response Program Community Advisory Board and Proposed Bylaws
219
APPROVE the establishment of a Community Crisis Response Program Community Advisory Board, and the proposed bylaws drafted and recommended by the Reimagining Public Safety Community Task Force – Community Services Department
(LaShonda White 510-620-6512/Sam Vaughn 510-620-5404).
8 P.3.b FY 2024-2025 Richmond Environmental and Community Investment Agreement (ECIA) Community Grant Program Grant Awardee
Recommendation
230
APPROVE a recommendation from the Environmental & Community Investment Agreement (ECIA) Grant Review Committee for Fiscal Year 2024-2025 grant awards to 16 organizations in an amount not to exceed $491,733; ADOPT a resolution; and AUTHORIZE the city manager to negotiate and execute Grant Service Agreements with approved grantees – City Manager’s Office (Patrick Seals/Nicholas Delgado 510-620-6512).
P.4 Community Development
P.4.a Contract with The Glen Price Group 258
APPROVE a contract with The Glen Price Group, in an amount not to exceed $50,000, with a term beginning July 1, 2024, and expiring on December 31, 2025, to conduct Place-Based Workforce
Development Strategy and Implementation Plan for the City of Richmond under the Transformative Climate Communities
implementation grant - Community Development
Department/Community Services Department (Lina Velasco/Beatriz Guerrero Auna 510-620-5450/Tamara Walker 510-307-8006).
P.4.b Contract Amendment No. 2 with 4 Leaf, Inc. 318
APPROVE a contract amendment No. 2 with 4 Leaf, Inc. to increase the contract amount by $1,000,000, for a total contract amount not to exceed $1,750,000, through December 31, 2025, to provide on-call plan check and inspection services, including building and code enforcement-related inspections – Community Development Department (Lina Velasco 510-620-6841).
P.4.c Contract with Mithun to Prepare the City’s Sea Level Rise Adaptation and Resiliency Plan
389
AUTHORIZE the city manager to finalize the negotiation and execute a professional services contract with Mithun/Environmental Science Associates (ESA), not to exceed $400,000, for the preparation of framework components for a Sea Level Rise Adaptation and Resiliency Plan for the Richmond shoreline - Community
Development Department (Lina Velasco/Kristi Ellerbroek 510-620- 6888).
9 P.5 Economic Development
P.5.a FY 2023-2024 & 2024-25 Neighborhood Public Art Mini Grant Awards
448
APPROVE a recommendation from the Richmond Arts and Culture Commission (RACC) for Fiscal Year (FY) 2024-25 to grant Neighborhood Public Art mini-grant awards to nine selected artists, for a total combined amount not to exceed $65,000, for a term beginning as early as August 1, 2024, and ending June 30, 2025; and $36,000 for FY 2023-2024 grantees; and AUTHORIZE the city manager or their designee to negotiate and execute agreements and amendments with approved grantees - Economic Development Department (Nannette Beacham 510-621-1306/Winifred Day 510- 620-6952).
P.6 Finance Department
P.6.a Liens and Special Assessments for Unpaid Garbage Collection Service Fees
467
ADOPT a resolution authorizing placement of liens and special assessments for unpaid garbage collection service fees on Contra Costa County’s property tax records – Finance Department (Andrea Miller/Mubeen Qader 510-620-6740/Antonio Banuelos 510-620- 6741).
P.7 Library and Community Services
P.7.a Contract for Library Print Magazines and Newspapers Subscription Management Services
530
APPROVE a contract with EBSCO Information Services for a threeyear term from July 1, 2024, to June 30, 2027, in an amount not to exceed $48,000, to manage magazine and newspaper for
subscription services for the Richmond Public Library – Community Services Department (Kate Eppler 510-620-5452/Christopher Larsen 510-620-5524).
P.7.b Fiscal Year 2024-2025 North Richmond Mitigation Fee Expenditure Plan
564
APPROVE the Fiscal Year 2024-2025 North Richmond Waste and Recovery Mitigation Fee Expenditure Plan, identifying the activities authorized to be funded with Mitigation Fee revenue and respective funding allocations for the period of July 1, 2024, to June 30, 2025, as recommended by the North Richmond Waste and Recovery Mitigation Fee Joint Expenditure Planning Committee – Community Services Department (LaShonda White 510-620-6828/Lori ReeseBrown 510-620-6869). 10 P.8 Mayor's Office
P.8.a Richmond-Shimada Friendship Commission Reappointment 592 REAPPOINT Jamie Brown to the Richmond Shimada Friendship Commission, term expires December 31, 2026 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503.)
P.8.b Community Police Review Commission Appointment 595 APPOINT Marisol Cantu to the Community Police Review
Commission to an unexpired term that expires November 1, 2026 - Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).
P.8.c Historic Preservation Commission Appointment 598
REAPPOINT Michael Hibma to the Historic Preservation
Commission, term expires July 31, 2028 - Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).
P.9 Police Department
P.9.a Resolution Authorizing a Sole-Source Procurement Process for Selected Specialized Police Department Services.
601
ADOPT a resolution authorizing the city manager to execute reoccurring contracts for Fiscal Years 2024-2025 and 2025-2026 with Contra Costa County and the State of California at an aggregate annual amount of $1,172,500. Services contracted with Contra Costa County include the following: California Law Enforcement Telecommunications System (CLETS) - $11,000; California Identification Division (CAL ID) - $250,000; Automated Regional Information Exchange System (ARIES) - $50,000; All County Criminal Justice Information System (ACCCJIN) - $25,000; Martinez Detention Facility intake fees - $50,000; alcohol/toxic drug and crime scene evidence analysis - $375,000; Sexual Assault Response Team (SART) examinations- $40,000; annual jail inspection and audit - $1,000; Coroner & Gunshot Residue (GSR) examination and analysis - $10,000; out of state inmate extradition - $4,000; Law Enforcement Training Center - $100,000; Department of Information Technology - $40,000; East Bay Regional Communication System Authority (EBRCS) - $200,000. The State of California contracted services including Live Scan fingerprinting - $16,500 – Police Department (Chief Bisa French 510-621-1802).
P.10 Public Works
P.10.a Abatement Report from the Public Works Director
RECEIVE a written abatement report from the Public Works Director - Public Works Department (Daniel Chavarria 510-620-5478). 11 P.10.b Additional Grant Funds from the California Natural Resources Agency (CNRA) for the Rheem Creek Flood Risk Reduction Project; Amend UST Testing Services, Inc.’s Construction Contract; Amend American Rivers Inc.’s Project/Grant
607
ADOPT a resolution to ACCEPT and APPROPRIATE additional grant funds in the amount of $631,400 from California Natural Resources Agency (CNRA) for the Rheem Creek Flood Risk Reduction Project for a total grant award of $2,230,244; and APPROVE an amendment to UST Testing Services, Inc. contract in the amount of $179,481, for an amended total contract amount not to exceed $1,535,990, and AUTHORIZE the Director of Public Works to approve additional change orders up to $18,000, if necessary; and APPROVE an amendment to American Rivers’ contract in the amount of $148,200, for an amended total contract amount not to exceed $448,700 – Public Works Department (Daniel Chavarria 510-620-5478/Robert Armijo 510-620-5477).
P.10.c Hilltop Landscape District Office Trailer and Yard Lease 739 APPROVE a seventh lease amendment with North Richmond
Properties, Inc., in an amount not to exceed $33,726.48, for a monthto-month for a one-year term, for the rental of two office trailers and space to store containers and landscaping equipment – Public Works Department (Daniel Chavarria 510-620-5478/Greg Hardesty 510- 620-6920).
P.10.d Approval to Accept and Award Boorman Park Project Bids and Authorize Change Orders Due to Project Grant Deadlines and Council Recess
763
ADOPT a resolution granting the city manager the authority to accept bids and award contracts for the Boorman Park Remediation and Revitalization Projects; and AUTHORIZE the Director of Public Works to approve change orders up to 10 percent of the construction costs, provided the award and change orders remain within the Councilapproved budget for Fiscal Year 2024-2025 – Public Works Department (Daniel Chavarria/Robert Armijo/Josef Munoz 510-620- 5478).
P.10.e Contract with Security Signal Devices Inc. for Intrusion and Fire Alarm System Monitoring
774
APPROVE an after-the-fact contract with Security Signal Devices Inc. to pay for services provided for intrusion and fire alarm system monitoring for City buildings in amount not-to-exceed $16,314.70, for the term November 16, 2022, through October 1, 2023, funded by budgeted Fiscal Year 2023-2024 professional services - Public Works Department (Daniel Chavarria 510-620-5478/Carl Capistrano 510-620-6896).
12 P.10.f Sodium Bisulfite Facility and Chlorine Building Upgrade Project Completion and Financial Close-Out
911
ADOPT a resolution to increase the contract for the Sodium Bisulfite (SBS) Project in the amount of $666,419 for a total amount not to exceed $7,096,210; and ACCEPT the Sodium Bisulfite (SBS) Facility and Chlorine Building upgrade project as complete – Public Works Department (Daniel Chavarria 510-620-5478 / Robert Armijo 510- 620-5477).
P.10.g Emergency Justification for the Replacement of the Dornan Drive Force Main Sanitary Sewer Line
934
ADOPT a resolution for the Emergency Justification authorizing Veolia Water to manage (on behalf of the City of Richmond) subcontracts with W.R. Forde Construction for $2,726,808, Questa Engineers for $20,970, and a contingency of $642,721, to replace the Dornan Drive Force Main Sanitary Sewer Line in an amount which will not exceed $3,390,500 - Public Works Department (Robert Armijo 510-620-5477/ Mary Phelps 510-621-1269)
P.10.h Approve a three-year contract with East Bay Paint Center to provide paint, stains, equipment, etc., for the City of Richmond facilities. 1226
ADOPT a resolution to award a contract with East Bay Paint Center for the paints, stains, thinners, and painting supplies for the use, care and maintenance of City of Richmond Facilities for a period of three years for total contract amount not to exceed $150,000 per year, for a total not to exceed amount of $450,000 with two, one-year options to renew for $100,000 per year with approval from the Director of Public Works - Public Works Department (Daniel Chavarria 510-620- 5478/Carl Capistrano 510-620-6896).
Q. PUBLIC HEARINGS
Q.1 Approval of 2024-2025 Hilltop Landscape Maintenance District Annual Assessments
1275
HOLD a public hearing and ADOPT a resolution approving the Engineer’s Report and ordering the levy and collection of assessments in the Hilltop Landscape Maintenance District for the Fiscal Year 2024-2025, providing for a three percent increase in annual assessments – Public Works Department (Daniel Chavarria 510-620-5478/Robert Armijo 510-620-5477).
Q.2 Approval of FY 2024-2025 Marina Bay Landscape and Lighting Maintenance District Assessments and Engineer’s Report
1347
HOLD a public hearing and ADOPT a resolution approving the Engineer’s Report for the Marina Bay Landscaping and Lighting Maintenance District for Fiscal Year 2024-2025, providing for a three percent increase in annual assessments – Public Works Department (Daniel Chavarria 620-5478/Robert Armijo 620-6920).
13 Q.3 Sidewalk Vendor Ordinance 1441
HOLD a public hearing to INTRODUCE an ordinance (first reading) adding new Chapter 7.42 Sidewalk Vending regulations in the Richmond Municipal Code consistent with state law and AUTHORIZE the city manager or her designee to execute any agreements necessary to establish and implement a Mobile Vendor Plaza Program aimed at creating opportunities for sidewalk vendors and other interested parties to continue their businesses in a regulated and licensed manner. The Ordinance is not a project under the California Environmental Quality Act (CEQA), in that it maintains the existing physical environment and prevents changes in the environment (CEQA Guidelines Section 15378(a)). It is also exempt under Guidelines Sections 15060(c)(2) and Section 15061(b)(3) - Community Development Department/Public Works Department (Lina Velasco 510-620-6841/Daniel Chavarria 510-620-5478).
R. STUDY AND ACTION SESSION
R.1 Final Written Report of the Raftelis Workforce Analysis and PowerPoint Presentation
1458
RECEIVE the final written report from Raftelis Financial Consultants regarding their workforce analysis – City Manager’s Office/Human Resources Department (Nickie Mastay/Sharrone Taylor 510-620-6602). This item was continued from the May 28, 2024, and June 4, 2024, meetings.
R.2 Presentation on proposed November 2024 $20B Affordable Housing Bond 1580 RECEIVE a presentation from the Bay Area Housing Finance Authority and the Contra Costa County Department of Conservation and Development on the proposed November 2024 $20 billion Affordable Housing Bond - Councilmembers Soheila Bana (510-620-6743) and Gayle McLaughlin (510- 620-6636).
R.3 Richmond Arts Initiative, Arts District Consultant RFP Search Summary of Recommendations
1595
RECEIVE a 10-minute presentation from both consulting services applicants from the Request for Qualifications (RFQ) and Request for Proposals (RFP) to establish an Arts District; and APPROVE a contract with Independent Arts and Media as Fiscal Agent for Richmond Renaissance or Ceres Policy Research to develop a Strategic Plan for a sustainable Art District, in an amount not to exceed $50,000, with a term ending December 31, 2024 - Economic Development Department (Winifred Day 510-620-6952).
R.4 Presentation of the Economic Development Commission’s Vision for Taste of Richmond 2024
1831
RECEIVE a presentation from the Economic Development Commission on the new direction and vision for the 2024 Taste of Richmond; and request an appropriation in the amount of $10,000 to help support the 2024 Taste of Richmond event – Councilmember Cesar Zepeda (510-620-6593).
S. ADJOURNMENT
14 ________________________
15
June 25, 2024
City Council
DATE: June 25, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Council Member Robinson
Subject: Proclamation from East Bay Municipal Utility District (EBMUD) to the City of Richmond Parks and Landscaping
Division
FINANCIAL IMPACT: There is no fiscal impact related to receiving the proclamation from EBMUD.
PREVIOUS COUNCIL
ACTION:
In 2005 the EBMUD worked with the City of Richmond to
establish a low-water-use demonstration garden in the
Richmond Civic Center plaza.
STATEMENT OF THE
ISSUE:
In 2018 a partnership between the City of Richmond
Parks and Landscaping Division and the University of
California Master Gardeners of Contra Costa County (UC
Master Gardeners) was established.
RECOMMENDED ACTION: RECEIVE a proclamation from the East Bay Municipal Utility District (EBMUD) recognizing the successful
collaboration between the City of Richmond Parks and
Landscaping Division and the University of California
Gardeners of Contra Costa County that restored and
maintains the garden at the Richmond Civic Center Plaza - Councilmember Doria Robinson (510-620-6568).
DISCUSSION:
In 2005 the East Bay Municipal Utility District (EBMUD) worked with the City of Richmond to establish a low-water-use demonstration garden in the Richmond Civic AGENDA
REPORT
16
June 25, 2024
Center Plaza. During the financial crisis beginning in 2008, the garden began to suffer the effects of budget cuts and staff reductions, falling into disrepair. In 2018, a partnership between the UC Master Gardeners and the Richmond Parks and Landscaping Division was established to restore and maintain the gardens.
The Richmond Parks and Landscaping Division and the UC Master Gardeners, with the support from EBMUD, is an excellent model of how to sustain and activate an urban demonstration garden.
The proclamation recognizes the partnership, outstanding skill and dedication of the Richmond Parks and Landscaping Division and the UC Master Gardeners who have restored the Richmond Civic Center garden to optimal health and beauty.
DOCUMENTS ATTACHED:
Attachment – Proclamation
17
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18
June 25, 2024
Department
DATE: June 25, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Dave Aleshire, City Attorney
Pamela Christian, City Clerk
Subject: Resolution Amending Richmond’s Conflict of Interest Code
FINANCIAL IMPACT: None
PREVIOUS COUNCIL
ACTION:
February 15, 2022
STATEMENT OF THE
ISSUE:
The Political Reform Act requires the City of Richmond to review and update its conflict-of-interest code every two years. The City Attorney’s Office has reviewed the
current conflict of interest code and has determined that the code should be amended to update designated
positions.
RECOMMENDED ACTION: ADOPT a resolution amending the City of Richmond’s Conflict of Interest Code to ensure that all City positions required to file Statements of Economic Interest are
properly identified – City Attorney’s Office (Dave Aleshire 510-620-6509).
DISCUSSION:
The Political Reform Act of 1974 (Government Code section 81000, et seq.) requires all local government agencies to adopt a conflict of interest code. A local government agency’s conflict of interest code must list all agency positions that involve the making AGENDA
REPORT
19
June 25, 2024
or participation in making of decisions that “may foreseeably have a material effect on any financial interest.” Participation means, for example, negotiating the terms of a contract, writing the specifications of a bid or making recommendations to the decisionmaker or governing body without significant intervening substantive review. This covers agency members, officers, and employees, and it may include volunteers on a committee if the members make or participate in making government decisions.
Designated employees are required by the code to file Statements of Economic Interests (Form 700s) and to disqualify themselves when conflicts of interest occur. A Statement of Economic Interest (Form 700) is a public document intended to alert public officials and members of the public to the types of financial interests that may create conflicts of interests.
The City Attorney’s Office, in consultation with other departments, determined which positions and commissioners should be included in the conflict of interest code as designated employees. We also determined what financial interests each category of designated employees should be required to disclose. Based on this review, the amended conflict of interest code designates the positions that are currently required to complete a Form 700 and assigns disclosure categories specifying the types of interests to be reported.
The City Clerk will send an electronic communication (e.g., email) to all those designated in the conflict of interest code with a filing obligation. The Clerk’s Office will work with each department point of contact to track and ensure that each filer electronically files their annual Form 700 by April 1. The point of contact for each department is responsible for the notification of incoming and departing designated employees that they are required to fill out Form 700s by April 1. These additional provisions will help to ensure that designated employees comply with their filing duties promptly.
As directed by the Fair Political Practices Commission, the City Council is the codereviewing body for the City of Richmond. The last revision was completed in 2022.
Biennially, by October 1, the code reviewing body is required to approve revisions to the Code or receive formal notice that no revisions are required.
The proposed amendments to the City’s conflict of interest code require City Council approval to go into effect.
DOCUMENTS ATTACHED:
Attachment 1 – Resolution to adopt Amended Conflict of Interest Code Attachment 2 – Appendix A – Designated Positions
Attachment 3 – Appendix B – Disclosure Categories
Attachment 4 – Appendix C - Regulations of the Fair Political Practices Commission 20 ATTACHMENT 1
Reso. No. xx-24
RESOLUTION NO. xx-24
RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA,
AMENDING THE CONFLICT-OF-INTEREST CODE FOR THE CITY OF RICHMOND WHEREAS, the Political Reform Act, Government Code section 81000 et seq., requires state and local government agencies to adopt and promulgate conflict of interest codes; and, WHEREAS, the Fair Political Practices Commission has adopted a regulation (Title 2, Division 6, California Code of Regulations section 187302) which contains the terms of a standard conflict of interest code that meets the requirements of the Political Reform Act; and WHEREAS, the terms of Title 2, Division 6, California Code of Regulations section 18730 and any amendments to it duly adopted by the Fair Political Practices Commission are hereby incorporated by reference; and
WHEREAS, the City of Richmond’s Conflict of Interest Code includes, in addition to Title 2, Division 6, California Code of Regulations section 18730, appendices of those positions that are required to disclose financial information (“designated positions”) and disclosure categories; and
WHEREAS, said appendices of Resolution No. 15-22, which include designated positions and disclosure categories, have been reviewed by the City Attorney’s Office; and WHEREAS, based on this review and necessary consultation, the City Attorney’s Office determined that the City of Richmond’s Conflict of Interest Code should be amended to reflect current positions and duties.
NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Richmond, as follows:
A. Resolution No. 15-22, adopted on February 25, 2022, is hereby rescinded and is of no further force and effect.
B. City Council Members, the Mayor, the City Manager, the City Attorney, members of the planning commission, public officials who manage public investments, and any other officer who may be subject to the provisions of Government Code section 87200, shall file electronically using the electronic system, no hard copy is needed; or file one original Statement of Economic Interest (Form 700) with the City Clerk who shall publish a copy to the electronic system and forward the original to the Fair Political Practices Commission which shall be the filing officer.
C. This Resolution, including the attached Appendix A (Designated Positions), Appendix B (Disclosure Categories), and Appendix C (Regulations of the Fair Political Practices Commission, Title 2, Division 6, California Code of Regulations section 18730) shall constitute the City of Richmond’s Conflict of Interest Code.
D. The terms of Title 2, Division 6, California Code of Regulations section 18730 and any amendments adopted by the Fair Political Practices Commission, are hereby incorporated by reference as Appendix C.
E. City Clerk as Filing Officer: An individual holding a designated position shall file his or her Statement of Economic Interest (Form 700) with the City Clerk to whom the Richmond City Council hereby designates the authority to carry out the duties of the filing officer. The Filing Officer shall send an original and a reminder email to all individuals that have been identified to have a filing requirement.
F. Point of Contact for each Department: An individual whose duty it is to work with the City Clerk’s Office to remind each designated employee that he or she must electronically use the electronic system - no copy needed, or manually transmit an original Form 700 to the City Clerk by April 1.
21 ATTACHMENT 1
Reso. No. xx-24
G. Departing Designated Employees: The point of contact shall notify departing designated employees that he or she must submit a Form 700 no later than his or her last day of service. The point of contact must also provide the name of the departing designated employee to the City Clerk before his or her last day of employment so that the departing employee may file electronically.
H. New Designated Employees: When a new employee starts in a department, the point of contact shall determine if the employee is a designated employee by referring to the Conflict of Interest designated positions, and if he or she is a designated employee, the point of contact must notify the City Clerk within 10 days of his or her starting date. The point of contact must also notify a new designated employee within the department that he or she must electronically transmit a Form 700 to the City Clerk within 30 days of his or her initial start date.
I. Individuals holding designated positions shall file their Statement of Economic Interest no later than April 1 using the electronic system or file an original copy with the City Clerk, who will retain the statements and make them available for public inspection and reproduction.
**********************
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held June 25, 2024 , by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
Mayor
Approved as to form:
Interim City Attorney
State of California }
County of Contra Costa : ss.
City of Richmond }
I certify that the foregoing is a true copy of Resolution No. XX-24, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on June 25, 2024 Pamela Christian, Clerk of the City of Richmond
22 1
Updated: June 2024
APPENDIX A - DESIGNATED POSITIONS – JUNE 25, 2024
Mayor's Office
Designated Position Disclosure Category
Assistant Admin Analyst 1,2, 3,4
Assistant to the Mayor 1,2,3,4
Mayor (87200 Filer) 1,2,3,4
Management Analyst 1,3,4
City Attorney's Office
Designated Positions Disclosure Category
Assistant City Attorney 1,2,3,4
Chief Assistant City Attorney 1,2,3,4
City Attorney (87200 Filer) 1,2,3,4
Law Office Supervisor 1,2,3,4
Senior Assistant City Attorney 1,2,3,4
Supervising Office Assistant 1,3,4
City Clerk's Office
Designated Position Disclosure Category
Deputy City Clerk 1,2,3,4
City Clerk 1,2,3,4
City Council
Designated Position Disclosure Category
City Council Member (87200 Filer) 1,2,3,4
Project Coordinator 1,2,3,4
Staff Assistant to City Council 1,2,3,4
Senior Administrative Analyst 1,2,3,4
City Manager's Office
Designated Position Disclosure Category
City Manager (87200 Filer) 1,2,3,4
Assistant City Manager 1,2,3,4
Deputy City Manager 1,2,3,4
Fire Department
Designated Position Disclosure Category
Administrative Services Analyst (Senior) 1,3,4
Battalion Chief 1,3,4
Deputy Fire Chief 1,2,3,4
Deputy Fire Marshal 1,2,3,4
Emergency Services Manager 1,3,4
Fire Chief 1,2,3,4
23 2
Updated: June 2024
Fire Marshall 1,2,3,4
Project Manager I 1,2,3,4
Fire Inspector I, II 1,2,3,4
Police Department
Designated Position Disclosure Category
Accountant II 1,3,4
Assistant Police Chief 1,2,3,4
Communications Shift Manager 1,3,4
Internal Affairs Lieutenant 1,3,4
Police Captain 1,2,3,4
Police Chief 1,2,3,4
Project Manager II 1,2,3,4
Senior Accountant 1,3,4
Rent Control
Designated Position Disclosure Category
Executive Director 1,2,3,4
Deputy Director 1,2,3,4
General Counsel 1,2,3,4
Program Services Analyst I, II 1,3,4
Hearing Examiner 1,2,3,4
Management Analyst II 1,3,4
Staff Attorney 1,2,3,4
ECONOMIC DEVELOPMENT DEPARTMENTS
Designated Position Disclosure Category
Deputy City Manager 1,2,3,4
Director of Economic Development 1,2,3,4
Environmental &Health Initiatives
Designated Position Disclosure Category
Environmental Manager 1,2,3,4
Property Management
Development Project Manager II 1,2,3,4
Arts and Culture
Arts and Culture Manager 1, 2,3,4
24 3
Updated: June 2024
Housing Authority
Designated Position Disclosure Category
Accountant I, II 1, 2, 3, 4
Assisted Housing Manager 1,2,3,4
Executive Director of Housing Authority 1, 2,3,4
Finance Manager 1, 2,3,4
Housing Manager 1, 2,3,4
Housing Program Analyst 1,2,3,4
Housing Program Specialist (I, II, III) 1,2,3,4
Project Manager (I, II) 1,2,3,4
Management Analyst II 1,2,3,4
Resident Services Executive Officer 1, 2,3,4
Resident Housing Manager 1, 2,3,4
Senior Property Manager 1, 2,3,4
Senior Development Project Manager 1, 2,3,4
Port Department
Designated Position Disclosure Category
Executive Director 1, 2,3,4
Executive Secretary II 1,3,4
Port Marketing/Operations Manager 1,2,3,4
Operations Administrator 1,2,3,4
INTERNAL SERVICES DEPARTMENTS
Designated Position Disclosure Category
Deputy City Manager 1, 2,3,4
Finance Department
Designated Position Disclosure Category
Accountant (1, II, Senior) 1, 2,3,4
Accounting Manager 1, 2,3,4
Budget Administrator 1, 2,3,4
Budget Analyst (I, II, Senior) 1,2,3,4
Budget and Financial Service Agency Director / Treasurer 1, 2,3,4 Buyer (I, II, Senior) 1,3,4
Deputy Director of Finance 1, 2,3,4
Director of Finance 1, 2,3,4
Investment Analyst 1, 2,3,4
Payroll Supervisor 1, 2,3,4
Revenue Manager 1, 2,3,4
Senior Accountant 1, 2,3,4
25 4
Updated: June 2024
Human Resources Management Department
Designated Position Disclosure Category
Benefits Analyst 1,3,4
Employee Benefits Analyst 1,3,4
Human Resources Director 1,2,3,4
Human Resource Manager 1,2,3,4
Human Resources Personnel Officer 1,3,4
Labor Relations /Training Manager 1,3,4
Personnel Manager 1,2,3,4
Project Manager I 1,3,4
Project Manager III - Innuitant 1,3,4
Principal Personnel Analyst 1,3,4
Risk Manager 1,2,3,4
Senior Employee Benefits Analyst 1,3,4
Senior Personnel Analyst 1,3,4
Project Manager I 1,3,4
Information Technology Department
Designated Position Disclosure Category
Business Systems Manager 1,3,4
Cable Television Administrator 1,3,4
Cable Television Programming Coordinator 1,3,4
Cable Television Manager 1,3,4
Cable Television Coordinator 1,3,4
GIS Coordinator Administrator 1,3,4
Information Technology Director 1,3,4
Information Technology Manager 1,3,4
Network & Systems Security Officer 1,3,4
Network & Systems Spec II 1,3,4
COMMUNITY SERVICES DEPARTMENTS
Designated Position Disclosure Category
Community Services Director 1,2,3,4
Deputy Director Community Services 1,2,3,4
Internal Services Program
Designated Position Disclosure Category
Project Manager I 1,3,4
Recreation
Designated Position Disclosure Category
Accountant 1,2,3,4
Accounting Assistant II 1,3,4
Assistant Administrative Analyst 1,3,4
Administrative Aide 1,3,4
26 5
Updated: June 2024
Community Services Administrative Manager 1,3,4
Community Services Program Manager 1,3,4
Deputy Director Community Services 1,3,4
Development Program Manager 1,3,4
Finance Manager 1,3,4
Office Assistant II 1,3,4
Office Specialist 1,3,4
Senior Accountant 1,2,3,4
Recreation Supervisor 1,3,4
Recreation Program Coordinator 1,3,4
Employment and Training
Designated Position Disclosure Category
Deputy Director Community Services Employment and Training 1,2,3,4 Employment and Training Director 1,2,3,4
Employment Program Manager 1,3,4
Employment Program Specialist (I,II) 1,3,4
Finance Manager 1,3,4
Project Coordinator 1,2,3,4
Senior Employment Program Specialist 1,3,4
Workforce Program Specialist 1,3,4
Workforce Program Manager 1,3,4
Library and Cultural Services
Designated Position Disclosure Category
Administrative Librarian – Adult Access Services 1,3,4
Administrative Librarian – Children and Extension Services 1,3,4 Arts and Culture Manager 1,3,4
Deputy Director Community Services Library 1,2,3,4
Development Project Manager II 1,2,3,4
Director of Library and Cultural Services 1,2,3,4
Executive Secretary 1,3,4
Head of Reference 1,3,4
Learning Center Manager 1,3,4
Librarian (I, II) 1,3,4
Library Services Manager 1,3,4
Family Literacy Specialist 1,3,4
Literacy Program Manager 1,3,4
Office of Neighborhood Safety
Designated Position Disclosure Category
Community Services Program Manager 1,3,4
Deputy Director of Community Services - ONS 1,3,4
ONS Program Manager 1,3,4
Project Coordinator 1,3,4
27 6
Updated: June 2024
Transportation
Designated Position Disclosure Category
Project Manager (I, II) 1,3,4
PUBLIC WORKS DEPARTMENTS
Designated Position Disclosure Category
Director of Public Works 1,2,3,4
Engineering & Capital Improvement Projects
Designated Position Disclosure Category
Capital Projects Manager 1,2,3,4
Construction Inspector I 1,2,3,4
Deputy Director Public Works – City Engineer 1,2,3,4
Development Project Manager II 1,2,3,4
Office Assistant II 1,3,4
Director of Engineering and Capital Improvement Projects 1,2,3,4 Public Works Streets Maintenance Superintendent 1,2,3,4 Senior Civil Engineer 1,2,3,4
Infrastructure Maintenance & Operations
Designated Position Disclosure Category
Deputy Director Public Works Operations/Maintenance 1,2,3,4 Director of Infrastructure and Maintenance Operations 1,2,3,4 Electrical Supervisor 1,3,4
Equipment Services Superintendent 1,2,3,4
Parks Supervisor 1,2,3,4
Parks & Landscaping Superintendent 1,3,4
Public Works Abatement Superintendent 1,2,3,4
Public Works Administrative Manager 1,3,4
Public Works Facilities Maintenance Superintendent 1,2,3,4 Public Works Street Maintenance Superintendent 1,2,3,4
Water Resource Recovery
Designated Position Disclosure Category
Engineering Infrastructure Administrator 1,3,4
Management Analyst II 1,3,4
Project Coordinator 1,3,4
Senior Environmental Compliance Inspector 1,2,3,4
Environmental Compliance Inspector 1,2,3,4
Director of Wastewater Recovery 1,2,3,4
28 7
Updated: June 2024
COMMUNITY DEVELOPMENT DEPARTMENTS
Designated Position Disclosure Category
Community Development Director 1,2,3,4
Housing & Community Development
Designated Position Disclosure Category
Development Project Manager (II) 1,3,4
Senior Accountant 1,2,3,4
Senior Administrative Analyst 1,3,4
Planning and Building Services
Designated Position Disclosure Category
Accountant II 1,2,3,4
Associate Planner 1,2,3,4
Senior Administrative Analyst 1,2,3,4
Building Inspector Supervisor 1,2,3,4
Building Inspector 1,2,3,4
Building Official 1,2,3,4
Code Enforcement Manager 1,2,3,4
Community Development Director 1,2,3,4
Deputy Building Official 1,2,3,4
Permit Technician (I, II) 1,2,3,4
Plan Checking Engineer 1,2,3,4
Planning and Building Services Director 1,2,3,4
Planning Manager 1,2,3,4
Senior Accountant 1,2,3,4
Senior Building Inspector 1,2,3,4
Senior Planner 1,2,3,4
Code Enforcement Officer (I, II) 1,2,3,4
Code Enforcement Supervisor/Superintendent 1,2,3,4
BOARDS AND COMMISSIONS
Design Review Board
Designated Position Disclosure Category
Members of the Design Review Board 1,2,3,4
Economic Development Commission
Designated Position Disclosure Category
Members of the Economic Development Commission 1,2,3,4
29 8
Updated: June 2024
General Pension Board
Designated Position Disclosure Category
Members of the General Pension Board 1,3,4
Historic Preservation Advisory Committee
Designated Position Disclosure Category
Members of the Preservation Advisory Committee 1,2,3,4
Housing Advisory Commission
Designated Position Disclosure Category
Members of the Housing Advisory Commission 1,2,3,4
Personnel Board
Designated Position Disclosure Category
Members of the Personnel Board 1,3,4
Planning Commission
Designated Position Disclosure Category
Members of the Planning Commission (87200 Filer) 1,2,3,4 Police Commission
Designated Position Disclosure Category
Investigative Appeals Officer 1,3,4
Members of the Police Commission 1,3,4
Police and Firemen's Pension Board
Designated Position Disclosure Category
Members of the Police and Firemen’s Pension Board 1,3,4 30 9
Updated: June 2024
Reimagining Public Safety Task Force
Disclosure Category
Members of the Reimagining Public Safety Task Force 1,3,4 Rent Board
Designated Position Disclosure Category
Members of the Rent Board 1,2,3,4
Workforce Investment Board
Designated Position Disclosure Category
Members of the Workforce Investment Board 1,3,4
Miscellaneous
Designated Position Disclosure Category
Consultant* TBD
*The City Manager, in consultation with the City Attorney, may determine in writing that a particular consultant is hired to perform a range of duties that is limited in scope and thus is not required to comply with the disclosure requirement above. Such written determination shall include a description of the consultant’s duties and, based upon that description, a statement of the Disclosure Category required. The City Manager’s determination is a public record and shall be retained for public inspection in the same manner and location as Statements of Economic Interests filed pursuant to this conflict of interest code.
31 APPENDIX B - DISCLOSURE CATEGORIES
Individuals holding designated positions must report their interests according to the following corresponding disclosure category(ies) to which their position has been assigned.
Category 1: All sources of income, including investments, gifts, loans and travel payments as defined in Government Code Section 82030, as amended.
Category 2: All interests in real property, as defined in Government Code Section 82033, as amended, located in while or in part within the City of Richmond or within a two-mile radius of the boundaries of the City of Richmond. An “interest in real property” does not include the principal residence occupied by the designated filer or their family, if used exclusively as a personal residence.
Category 3: All investments in excess of $2,000 held by designated filer, the filer’s spouse, domestic partner or dependent children, as defined in Government Code Section 82034, as amended, including but not limited to common stock, preferred stock, options, debt instruments and any partnership or other ownership interest if the business entity or any parent, subsidiary or otherwise related business entity has an interest in real property in the City of Richmond, or does business or plans to do business in the City of Richmond, or has done business within the City of Richmond at any time during the two years prior to the time this disclosure statement is made.
Category 4: All management positions held with any business entity located, doing business, planning to do business, or having done business in the past two years within the City of Richmond.
32 1
(Regulations of the Fair Political Practices Commission, Title 2, Division 6, California Code of Regulations)
§ 18730. Provisions of Conflict of Interest Codes.
(a) Incorporation by reference of the terms of this regulation along with the designation of employees and the formulation of disclosure categories in the Appendix referred to below constitute the adoption and promulgation of a conflict of interest code within the meaning of Section 87300 or the amendment of a conflict of interest code within the meaning of Section 87306 if the terms of this regulation are substituted for terms of a conflict of interest code already in effect. A code so amended or adopted and promulgated requires the reporting of reportable items in a manner substantially equivalent to the requirements of article 2 of chapter 7 of the Political Reform Act, Sections 81000, et seq. The requirements of a conflict of interest code are in addition to other requirements of the Political Reform Act, such as the general prohibition against conflicts of interest contained in Section 87100, and to other state or local laws pertaining to conflicts of interest.
(b) The terms of a conflict of interest code amended or adopted and promulgated pursuant to this regulation are as follows:
(1) Section 1. Definitions.
The definitions contained in the Political Reform Act of 1974, regulations of the Fair Political Practices Commission (Regulations 18110, et seq.), and any amendments to the Act or regulations, are incorporated by reference into this conflict of interest code. (2) Section 2. Designated Employees. The persons holding positions listed in the Appendix are designated employees. It has been determined that these persons make or 33 2
participate in the making of decisions which may foreseeably have a material effect on economic interests.
(3) Section 3. Disclosure Categories.
This code does not establish any disclosure obligation for those designated employees who are also specified in Section 87200 if they are designated in this code in that same capacity or if the geographical jurisdiction of this agency is the same as or is wholly included within the jurisdiction in which those persons must report their economic interests pursuant to article 2 of chapter 7 of the Political Reform Act, Sections 87200, et seq.
In addition, this code does not establish any disclosure obligation for any designated employees who are designated in a conflict of interest code for another agency, if all of the following apply:
(A) The geographical jurisdiction of this agency is the same as or is wholly included within the jurisdiction of the other agency;
(B) The disclosure assigned in the code of the other agency is the same as that required under article 2 of chapter 7 of the Political Reform Act, Section 87200; and (C) The filing officer is the same for both agencies. [FN1] Such persons are covered by this code for disqualification purposes only. With respect to all other designated employees, the disclosure categories set forth in the Appendix specify which kinds of economic interests are reportable. Such a designated employee shall disclose in the employee's statement of economic interests those economic interests the employee has which are of the kind described in the disclosure categories to which the employee is assigned in the Appendix. It has been determined that the economic interests set forth in a designated employee's disclosure categories are the kinds of economic interests which the employee foreseeably can affect materially through the conduct of the employee's office. 34 3
(4) Section 4. Statements of Economic Interests: Place of Filing.
The code reviewing body shall instruct all designated employees within its code to file statements of economic interests with the agency or with the code reviewing body, as provided by the code reviewing body in the agency's conflict of interest code. [FN2] (5) Section 5. Statements of Economic Interests: Time of Filing. (A) Initial Statements. All designated employees employed by the agency on the effective date of this code, as originally adopted, promulgated and approved by the code reviewing body, shall file statements within 30 days after the effective date of this code. Thereafter, each person already in a position when it is designated by an amendment to this code shall file an initial statement within 30 days after the effective date of the amendment. (B) Assuming Office Statements. All persons assuming designated positions after the effective date of this code shall file statements within 30 days after assuming the designated positions, or if subject to State Senate confirmation, 30 days after being nominated or appointed. (C) Annual Statements. All designated employees shall file statements no later than April
1. If a person reports for military service as defined in the Servicemember's Civil Relief Act, the deadline for the annual statement of economic interests is 30 days following the person's return to office, provided the person, or someone authorized to represent the person's interests, notifies the filing officer in writing prior to the applicable filing deadline that the person is subject to that federal statute and is unable to meet the applicable deadline, and provides the filing officer verification of the person's military status.
(D) Leaving Office Statements. All persons who leave designated positions shall file statements within 30 days after leaving office.
(5.5) Section 5.5. Statements for Persons Who Resign Prior to Assuming Office. 35 4
Any person who resigns within 12 months of initial appointment, or within 30 days of the date of notice provided by the filing officer to file an assuming office statement, is not deemed to have assumed office or left office, provided the person did not make or participate in the making of, or use the person's position to influence any decision and did not receive or become entitled to receive any form of payment as a result of the person's appointment. Such persons shall not file either an assuming or leaving office statement.
(A) Any person who resigns a position within 30 days of the date of a notice from the filing officer shall do both of the following:
(1) File a written resignation with the appointing power; and (2) File a written statement with the filing officer declaring under penalty of perjury that during the period between appointment and resignation the person did not make, participate in the making, or use the position to influence any decision of the agency or receive, or become entitled to receive, any form of payment by virtue of being appointed to the position. (6) Section 6. Contents of and Period Covered by Statements of Economic Interests. (A) Contents of Initial Statements.
Initial statements shall disclose any reportable investments, interests in real property and business positions held on the effective date of the code and income received during the 12 months prior to the effective date of the code.
(B) Contents of Assuming Office Statements.
Assuming office statements shall disclose any reportable investments, interests in real property and business positions held on the date of assuming office or, if subject to State Senate confirmation or appointment, on the date of nomination, and income received during the 12 36 5
months prior to the date of assuming office or the date of being appointed or nominated, respectively.
(C) Contents of Annual Statements. Annual statements shall disclose any reportable investments, interests in real property, income and business positions held or received during the previous calendar year provided, however, that the period covered by an employee's first annual statement shall begin on the effective date of the code or the date of assuming office whichever is later, or for a board or commission member subject to Section 87302.6, the day after the closing date of the most recent statement filed by the member pursuant to Regulation 18754. (D) Contents of Leaving Office Statements.
Leaving office statements shall disclose reportable investments, interests in real property, income and business positions held or received during the period between the closing date of the last statement filed and the date of leaving office.
(7) Section 7. Manner of Reporting.
Statements of economic interests shall be made on forms prescribed by the Fair Political Practices Commission and supplied by the agency, and shall contain the following information:
(A) Investment and Real Property Disclosure.
When an investment or an interest in real property [FN3] is required to be reported, [FN4] the statement shall contain the following:
1. A statement of the nature of the investment or interest;
2. The name of the business entity in which each investment is held, and a general description of the business activity in which the business entity is engaged;
3. The address or other precise location of the real property; 37 6
4. A statement whether the fair market value of the investment or interest in real property equals or exceeds $2,000, exceeds $10,000, exceeds $100,000, or exceeds $1,000,000. (B) Personal Income Disclosure. When personal income is required to be reported, [FN5] the statement shall contain:
1. The name and address of each source of income aggregating $500 or more in value, or $50 or more in value if the income was a gift, and a general description of the business activity, if any, of each source;
2. A statement whether the aggregate value of income from each source, or in the case of a loan, the highest amount owed to each source, was $1,000 or less, greater than $1,000, greater than $10,000, or greater than $100,000;
3. A description of the consideration, if any, for which the income was received;
4. In the case of a gift, the name, address and business activity of the donor and any intermediary through which the gift was made; a description of the gift; the amount or value of the gift; and the date on which the gift was received;
5. In the case of a loan, the annual interest rate and the security, if any, given for the loan and the term of the loan.
(C) Business Entity Income Disclosure. When income of a business entity, including income of a sole proprietorship, is required to be reported, [FN6] the statement shall contain:
1. The name, address, and a general description of the business activity of the business entity;
2. The name of every person from whom the business entity received payments if the filer's pro rata share of gross receipts from such person was equal to or greater than $10,000. 38 7
(D) Business Position Disclosure. When business positions are required to be reported, a designated employee shall list the name and address of each business entity in which the employee is a director, officer, partner, trustee, employee, or in which the employee holds any position of management, a description of the business activity in which the business entity is engaged, and the designated employee's position with the business entity. (E) Acquisition or Disposal During Reporting Period. In the case of an annual or leaving office statement, if an investment or an interest in real property was partially or wholly acquired or disposed of during the period covered by the statement, the statement shall contain the date of acquisition or disposal.
(8) Section 8. Prohibition on Receipt of Honoraria.
(A) No member of a state board or commission, and no designated employee of a state or local government agency, shall accept any honorarium from any source, if the member or employee would be required to report the receipt of income or gifts from that source on the member's or employee's statement of economic interests. (B) This section shall not apply to any part-time member of the governing board of any public institution of higher education, unless the member is also an elected official. (C) Subdivisions (a), (b), and (c) of Section 89501 shall apply to the prohibitions in this section.
(D) This section shall not limit or prohibit payments, advances, or reimbursements for travel and related lodging and subsistence authorized by Section 89506. (8.1) Section 8.1. Prohibition on Receipt of Gifts in Excess of $590. (A) No member of a state board or commission, and no designated employee of a state or local government agency, shall accept gifts with a total value of more than $590 in a calendar 39 8
year from any single source, if the member or employee would be required to report the receipt of income or gifts from that source on the member's or employee's statement of economic interests.
(B) This section shall not apply to any part-time member of the governing board of any public institution of higher education, unless the member is also an elected official. (C) Subdivisions (e), (f), and (g) of Section 89503 shall apply to the prohibitions in this section.
(8.2) Section 8.2. Loans to Public Officials.
(A) No elected officer of a state or local government agency shall, from the date of the election to office through the date that the officer vacates office, receive a personal loan from any officer, employee, member, or consultant of the state or local government agency in which the elected officer holds office or over which the elected officer's agency has direction and control.
(B) No public official who is exempt from the state civil service system pursuant to subdivisions (c), (d), (e), (f), and (g) of Section 4 of Article VII of the Constitution shall, while he or she holds office, receive a personal loan from any officer, employee, member, or consultant of the state or local government agency in which the public official holds office or over which the public official's agency has direction and control. This subdivision shall not apply to loans made to a public official whose duties are solely secretarial, clerical, or manual. (C) No elected officer of a state or local government agency shall, from the date of the election to office through the date that the officer vacates office, receive a personal loan from any person who has a contract with the state or local government agency to which that elected officer has been elected or over which that elected officer's agency has direction and control. 40 9
This subdivision shall not apply to loans made by banks or other financial institutions or to any indebtedness created as part of a retail installment or credit card transaction, if the loan is made or the indebtedness created in the lender's regular course of business on terms available to members of the public without regard to the elected officer's official status. (D) No public official who is exempt from the state civil service system pursuant to subdivisions (c), (d), (e), (f), and (g) of Section 4 of Article VII of the Constitution shall, while the official holds office, receive a personal loan from any person who has a contract with the state or local government agency to which that elected officer has been elected or over which that elected officer's agency has direction and control. This subdivision shall not apply to loans made by banks or other financial institutions or to any indebtedness created as part of a retail installment or credit card transaction, if the loan is made or the indebtedness created in the lender's regular course of business on terms available to members of the public without regard to the elected officer's official status. This subdivision shall not apply to loans made to a public official whose duties are solely secretarial, clerical, or manual. (E) This section shall not apply to the following:
1. Loans made to the campaign committee of an elected officer or candidate for elective office.
2. Loans made by a public official's spouse, child, parent, grandparent, grandchild, brother, sister, parent-in-law, brother-in-law, sister-in-law, nephew, niece, aunt, uncle, or first cousin, or the spouse of any such persons, provided that the person making the loan is not acting as an agent or intermediary for any person not otherwise exempted under this section.
3. Loans from a person which, in the aggregate, do not exceed $500 at any given time.
4. Loans made, or offered in writing, before January 1, 1998. 41 10
(8.3) Section 8.3. Loan Terms.
(A) Except as set forth in subdivision (B), no elected officer of a state or local government agency shall, from the date of the officer's election to office through the date the officer vacates office, receive a personal loan of $500 or more, except when the loan is in writing and clearly states the terms of the loan, including the parties to the loan agreement, date of the loan, amount of the loan, term of the loan, date or dates when payments shall be due on the loan and the amount of the payments, and the rate of interest paid on the loan. (B) This section shall not apply to the following types of loans:
1. Loans made to the campaign committee of the elected officer.
2. Loans made to the elected officer by his or her spouse, child, parent, grandparent, grandchild, brother, sister, parent-in-law, brother-in-law, sister-in-law, nephew, niece, aunt, uncle, or first cousin, or the spouse of any such person, provided that the person making the loan is not acting as an agent or intermediary for any person not otherwise exempted under this section.
3. Loans made, or offered in writing, before January 1, 1998. (C) Nothing in this section shall exempt any person from any other provision of Title 9 of the Government Code.
(8.4) Section 8.4. Personal Loans.
(A) Except as set forth in subdivision (B), a personal loan received by any designated employee shall become a gift to the designated employee for the purposes of this section in the following circumstances:
1. If the loan has a defined date or dates for repayment, when the statute of limitations for filing an action for default has expired.
42 11
2. If the loan has no defined date or dates for repayment, when one year has elapsed from the later of the following:
a. The date the loan was made.
b. The date the last payment of $100 or more was made on the loan. c. The date upon which the debtor has made payments on the loan aggregating to less than $250 during the previous 12 months.
(B) This section shall not apply to the following types of loans:
1. A loan made to the campaign committee of an elected officer or a candidate for elective office.
2. A loan that would otherwise not be a gift as defined in this title.
3. A loan that would otherwise be a gift as set forth under subdivision (A), but on which the creditor has taken reasonable action to collect the balance due.
4. A loan that would otherwise be a gift as set forth under subdivision (A), but on which the creditor, based on reasonable business considerations, has not undertaken collection action.
Except in a criminal action, a creditor who claims that a loan is not a gift on the basis of this paragraph has the burden of proving that the decision for not taking collection action was based on reasonable business considerations.
5. A loan made to a debtor who has filed for bankruptcy and the loan is ultimately discharged in bankruptcy.
(C) Nothing in this section shall exempt any person from any other provisions of Title 9 of the Government Code.
(9) Section 9. Disqualification.
43 12
No designated employee shall make, participate in making, or in any way attempt to use the employee's official position to influence the making of any governmental decision which the employee knows or has reason to know will have a reasonably foreseeable material financial effect, distinguishable from its effect on the public generally, on the official or a member of the official's immediate family or on:
(A) Any business entity in which the designated employee has a direct or indirect investment worth $2,000 or more;
(B) Any real property in which the designated employee has a direct or indirect interest worth $2,000 or more;
(C) Any source of income, other than gifts and other than loans by a commercial lending institution in the regular course of business on terms available to the public without regard to official status, aggregating $500 or more in value provided to, received by or promised to the designated employee within 12 months prior to the time when the decision is made; (D) Any business entity in which the designated employee is a director, officer, partner, trustee, employee, or holds any position of management; or (E) Any donor of, or any intermediary or agent for a donor of, a gift or gifts aggregating $590 or more provided to, received by, or promised to the designated employee within 12 months prior to the time when the decision is made.
(9.3) Section 9.3. Legally Required Participation.
No designated employee shall be prevented from making or participating in the making of any decision to the extent the employee's participation is legally required for the decision to be made.
The fact that the vote of a designated employee who is on a voting body is needed to break a tie does not make the employees' participation legally required for purposes of this section. 44 13
(9.5) Section 9.5. Disqualification of State Officers and Employees.
In addition to the general disqualification provisions of section 9, no state administrative official shall make, participate in making, or use the official's position to influence any governmental decision directly relating to any contract where the state administrative official knows or has reason to know that any party to the contract is a person with whom the state administrative official, or any member of the official's immediate family has, within 12 months prior to the time when the official action is to be taken:
(A) Engaged in a business transaction or transactions on terms not available to members of the public, regarding any investment or interest in real property; or (B) Engaged in a business transaction or transactions on terms not available to members of the public regarding the rendering of goods or services totaling in value $1,000 or more. (10) Section 10. Disclosure of Disqualifying Interest.
When a designated employee determines that the employee should not make a governmental decision because the employee has a disqualifying interest in it, the determination not to act may be accompanied by disclosure of the disqualifying interest. (11) Section 11. Assistance of the Commission and Counsel.
Any designated employee who is unsure of the duties under this code may request assistance from the Fair Political Practices Commission pursuant to Section 83114 and Regulations 18329 and 18329.5 or from the attorney for the employee's agency, provided that nothing in this section requires the attorney for the agency to issue any formal or informal opinion. (12) Section 12. Violations.
This code has the force and effect of law. Designated employees violating any provision of this code are subject to the administrative, criminal and civil sanctions provided in the Political 45 14
Reform Act, Sections 81000-91014. In addition, a decision in relation to which a violation of the disqualification provisions of this code or of Section 87100 or 87450 has occurred may be set aside as void pursuant to Section 91003.
___________________
1 Designated employees who are required to file statements of economic interests under any other agency's conflict of interest code, or under article 2 for a different jurisdiction, may expand their statement of economic interests to cover reportable interests in both jurisdictions, and file copies of this expanded statement with both entities in lieu of filing separate and distinct statements, provided that each copy of such expanded statement filed in place of an original is signed and verified by the designated employee as if it were an original. See Section 81004. 2 See Section 81010 and Regulation 18115 for the duties of filing officers and persons in agencies who make and retain copies of statements and forward the originals to the filing officer. 3 For the purpose of disclosure only (not disqualification), an interest in real property does not include the principal residence of the filer.
4 Investments and interests in real property which have a fair market value of less than $2,000 are not investments and interests in real property within the meaning of the Political Reform Act. However, investments or interests in real property of an individual include those held by the individual's spouse and dependent children as well as a pro rata share of any investment or interest in real property of any business entity or trust in which the individual, spouse and dependent children own, in the aggregate, a direct, indirect or beneficial interest of 10 percent or greater.
46 15
5 A designated employee's income includes the employee's community property interest in the income of the employee's spouse but does not include salary or reimbursement for expenses received from a state, local or federal government agency. 6 Income of a business entity is reportable if the direct, indirect or beneficial interest of the filer and the filer's spouse in the business entity aggregates a 10 percent or greater interest. In addition, the disclosure of persons who are clients or customers of a business entity is required only if the clients or customers are within one of the disclosure categories of the filer.
Credits
NOTE: Authority cited: Section 83112, Government Code. Reference: Sections 87103(e), 87300-87302, 89501, 89502 and 89503, Government Code.
HISTORY
1. New section filed 4-2-80 as an emergency; effective upon filing (Register 80, No. 14).
Certificate of Compliance included.
2. Editorial correction (Register 80, No. 29).
3. Amendment of subsection (b) filed 1-9-81; effective thirtieth day thereafter (Register 81, No. 2).
4. Amendment of subsection (b)(7)(B)1. filed 1-26-83; effective thirtieth day thereafter (Register 83, No. 5).
5. Amendment of subsection (b)(7)(A) filed 11-10-83; effective thirtieth day thereafter (Register 83, No. 46).
6. Amendment filed 4-13-87; operative 5-13-87 (Register 87, No. 16).
7. Amendment of subsection (b) filed 10-21-88; operative 11-20-88 (Register 88, No. 46). 47 16
8. Amendment of subsections (b)(8)(A) and (b)(8)(B) and numerous editorial changes filed 8-28- 90; operative 9-27-90 (Reg. 90, No. 42).
9. Amendment of subsections (b)(3), (b)(8) and renumbering of following subsections and amendment of NOTE filed 8-7-92; operative 9-7-92 (Register 92, No. 32).
10. Amendment of subsection (b)(5.5) and new subsections (b)(5.5)(A)-(A)(2) filed 2-4-93; operative 2-4-93 (Register 93, No. 6).
11. Change without regulatory effect adopting Conflict of Interest Code for California Mental Health Planning Council filed 11-22-93 pursuant to title 1, section 100, California Code of Regulations (Register 93, No. 48). Approved by Fair Political Practices Commission 9-21-93.
12. Change without regulatory effect redesignating Conflict of Interest Code for California Mental Health Planning Council as chapter 62, section 55100 filed 1-4-94 pursuant to title 1, section 100, California Code of Regulations (Register 94, No. 1).
13. Editorial correction adding HISTORY 11 and 12 and deleting duplicate section number (Register 94, No. 17).
14. Amendment of subsection (b)(8), designation of subsection (b)(8)(A), new subsection (b)(8)(B), and amendment of subsections (b)(8.1)-(b)(8.1)(B), (b)(9)(E) and NOTE filed 3-14- 95; operative 3-14-95 pursuant to Government Code section 11343.4(d) (Register 95, No. 11).
15. Editorial correction inserting inadvertently omitted language in footnote 4 (Register 96, No. 13).
16. Amendment of subsections (b)(8)(A)-(B) and (b)(8.1)(A), repealer of subsection (b)(8.1)(B), and amendment of subsection (b)(12) filed 10-23-96; operative 10-23-96 pursuant to Government Code section 11343.4(d) (Register 96, No. 43). 48 17
17. Amendment of subsections (b)(8.1) and (9)(E) filed 4-9-97; operative 4-9-97 pursuant to Government Code section 11343.4(d) (Register 97, No. 15).
18. Amendment of subsections (b)(7)(B)5., new subsections (b)(8.2)-(b)(8.4)(C) and amendment of NOTE filed 8-24-98; operative 8-24-98 pursuant to Government Code section 11343.4(d) (Register 98, No. 35).
19. Editorial correction of subsection (a) (Register 98, No. 47).
20. Amendment of subsections (b)(8.1), (b)(8.1)(A) and (b)(9)(E) filed 5-11-99; operative 5-11- 99 pursuant to Government Code section 11343.4(d) (Register 99, No. 20).
21. Amendment of subsections (b)(8.1)-(b)(8.1)(A) and (b)(9)(E) filed 12-6-2000; operative 1-1- 2001 pursuant to the 1974 version of Government Code section 11380.2 and Title 2, California Code of Regulations, section 18312(d) and (e) (Register 2000, No. 49).
22. Amendment of subsections (b)(3) and (b)(10) filed 1-10-2001; operative 2-1-2001.
Submitted to OAL for filing pursuant to Fair Political Practices Commission v. Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements) (Register 2001, No. 2).
23. Amendment of subsections (b)(7)(A)4., (b)(7)(B)1.-2., (b)(8.2)(E)3., (b)(9)(A)-(C) and footnote 4. filed 2-13-2001. Submitted to OAL for filing pursuant to Fair Political Practices Commission v. Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements) (Register 2001, No. 7).
24. Amendment of subsections (b)(8.1)-(b)(8.1)(A) filed 1-16-2003; operative 1-1-2003.
Submitted to OAL for filing pursuant to Fair Political Practices Commission v. Office of 49 18
Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements) (Register 2003, No. 3).
25. Editorial correction of HISTORY 24 (Register 2003, No. 12).
26. Editorial correction removing extraneous phrase in subsection (b)(9.5)(B) (Register 2004, No. 33).
27. Amendment of subsections (b)(2)-(3), (b)(3)(C), (b)(6)(C), (b)(8.1)-(b)(8.1)(A), (b)(9)(E) and (b)(11)-(12) filed 1-4-2005; operative 1-1-2005 pursuant to Government Code section 11343.4 (Register 2005, No. 1).
28. Amendment of subsection (b)(7)(A)4. filed 10-11-2005; operative 11-10-2005 (Register 2005, No. 41).
29. Amendment of subsections (a), (b)(1), (b)(3), (b)(8.1), (b)(8.1)(A) and (b)(9)(E) filed 12-18- 2006; operative 1-1-2007. Submitted to OAL pursuant to Fair Political Practices Commission v.
Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements) (Register 2006, No. 51).
30. Amendment of subsections (b)(8.1)-(b)(8.1)(A) and (b)(9)(E) filed 10-31-2008; operative 11- 30-2008. Submitted to OAL for filing pursuant to Fair Political Practices Commission v. Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements and not subject to procedural or substantive review by OAL) (Register 2008, No. 44).
50 19
31. Amendment of section heading and section filed 11-15-2010; operative 12-15-2010.
Submitted to OAL for filing pursuant to Fair Political Practices Commission v. Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements and not subject to procedural or substantive review by OAL) (Register 2010, No. 47).
32. Amendment of section heading and subsections (a)-(b)(1), (b)(3)-(4), (b)(5)(C), (b)(8.1)- (b)(8.1)(A) and (b)(9)(E) and amendment of footnote 1 filed 1-8-2013; operative 2-7-2013.
Submitted to OAL for filing pursuant to Fair Political Practices Commission v. Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements and not subject to procedural or substantive review by OAL) (Register 2013, No. 2).
33. Amendment of subsections (b)(8.1)-(b)(8.1)(A), (b)(8.2)(E)3. and (b)(9)(E) filed 12-15-2014; operative 1-1-2015 pursuant to section 18312(e)(1)(A), title 2, California Code of Regulations.
Submitted to OAL for filing and printing pursuant to Fair Political Practices Commission v.
Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements) (Register 2014, No. 51).
34. Redesignation of portions of subsection (b)(8)(A) as new subsections (b)(8)(B)-(D), amendment of subsections (b)(8.1)-(b)(8.1)(A), redesignation of portions of subsection (b)(8.1)(A) as new subsections (b)(8.1)(B)-(C) and amendment of subsection (b)(9)(E) filed 12- 1-2016; operative 12-31-2016 pursuant to Cal. Code Regs. tit. 2, section 18312(e). Submitted to 51 20
OAL for filing pursuant to Fair Political Practices Commission v. Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements and not subject to procedural or substantive review by OAL) (Register 2016, No. 49).
35. Amendment of subsections (b)(8.1)-(b)(8.1)(A) and (b)(9)(E) filed 12-12-2018; operative 1- 11-2019 pursuant to Cal. Code Regs., tit. 2, section 18312(e). Submitted to OAL for filing and printing pursuant to Fair Political Practices Commission v. Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements and not subject to procedural or substantive review by OAL) (Register 2018, No. 50).
36. Amendment of subsections (b)(8.1)-(8.1)(A) filed 12-23-2020; operative 1-1-2021 pursuant to Cal. Code Regs., tit. 2, section 18312(e). Submitted to OAL for filing pursuant to Fair Political Practices Commission v. Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements and not subject to procedural or substantive review by OAL) (Register 2020, No. 52).
37. Amendment of subsections (b)(3)(C), (b)(5)(C), (b)(5.5), (b)(5.5)(A)(2), (b)(7)(D), (b)(8)(A), (b)(8.1)(A), (b)(8.2)(A), (b)(8.2)(C)-(D), (b)(8.3)(A), (b)(9), (b)(9.3), (b)(9.5), (b)(10) and (b)(11) and footnote 5 filed 5-12-2021; operative 6-11-2021 pursuant to Cal. Code Regs., tit. 2, section 18312(e). Submitted to OAL for filing pursuant to Fair Political Practices Commission v. Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate 52 21
District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements and not subject to procedural or substantive review by OAL) (Register 2021, No. 20).
38. Amendment of subsections (b)(8.1)-(b)(8.1)(A) and (b)(9)(E) filed 12-20-2022; operative 1- 19-2023 pursuant to Cal. Code Regs., tit. 2, section 18312(e). Submitted to OAL for filing pursuant to Fair Political Practices Commission v. Office of Administrative Law, 3 Civil C010924, California Court of Appeal, Third Appellate District, nonpublished decision, April 27, 1992 (FPPC regulations only subject to 1974 Administrative Procedure Act rulemaking requirements and not subject to procedural or substantive review by OAL) (Register 2022, No. 51).
53 June 25, 2025
City Attorney's Office
DATE: June 25, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Dave Aleshire, City Attorney
Shannon Moore, Chief Assistant City Attorney
Sharrone Taylor, Director of Human Resources Director
Subject: First Amendment to the Legal Services Agreement with the Law Office of Todd Simonson
FINANCIAL IMPACT: This legal services agreement will increase the compensation by $140,500, for a total amount not to
exceed amount of $150,000, with a term ending June 30,
2025. A portion of the contract ($75,000) will be funded from the Risk Management General Liability Fund GL
(50182316-400206). The remaining $75,000 of the
contract will be funded by the Human Resources
Department (01181016-400206).
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
The City has a current contract with the Law Office of
Todd Simonson to conduct personnel investigations. City Staff now requests a First Amendment to the legal
services agreement to increase the total contract amount for ongoing and new personnel investigations.
AGENDA
REPORT
54 June 25, 2025
RECOMMENDED ACTION: APPROVE a first amendment to the legal services agreement with the Law Office of Todd Simonson for
$140,500, for a total amount not to exceed amount of
$150,000 and with a term ending June 30, 2025 – City
Attorney’s Office (Dave Aleshire 510-620-6509/Shannon
Moore 510-620-6505/Sharrone Taylor 510-620-6803).
DISCUSSION:
The City Attorney’s Office requests a first amendment to the legal services agreement with the Law Office of Todd Simonson to conduct impartial personnel investigations. Todd Simonson is a labor and employment attorney. Mr. Simonson has over seventeen years of experience, having conducted hundreds of workplace investigations, including matters alleging serious misconduct by company executives, elected officials, and high-ranking public employees, and allegations across the employment law spectrum, including fraud, criminal threats, whistleblower claims, harassment, discrimination, and retaliation. He has also conducted numerous public safety internal investigations, including examination of significant uses of force, and has extensive experience with the California Public Safety Officers' and Firefighters' Procedural Bill of Rights Acts. As Mr. Simonson has the experience and expertise necessary to conduct workplace investigations, the City intends to retain Mr. Simonson for personnel investigations as an attorney at law for the purpose of facilitating the rendering of legal advice to the City.
The Law Office of Todd Simonson rates are as follows:
Firm Staff Hourly Rate
Todd Simonson $390
Stephen Chiari $350
Non-attorney writer editors $150-200
.
The City Attorney’s Office requests that the City enter a first amendment to the contract with the Law Office of Todd Simonson for $140,500 for a total contract amount not exceeding $150,000 for a contract term ending June 30, 2025.
DOCUMENTS ATTACHED:
Attachment 1 – (Proposed) First Amendment to the Legal Services Agreement with the Law Office of Todd Simonson
Attachment 2 – Original Legal Services Agreement with the Law Office of Todd Simonson 55 First Amendment to Agreement for Legal Services--LOTS DocID #21498v2
A-1
FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
BETWEEN
THE CITY OF RICHMOND
AND
THE LAW OFFICE OF TODD SIMONSON
This First Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and THE LAW OFFICE OF TODD SIMONSON (“Special Counsel”) (the “First Amendment”) is entered into as of June 25, 2024 by and between the City and Special Counsel with reference to the following facts:
RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities on April 26th, 2024 for an amount not to exceed Nine Thousand Five Hundred Dollars ($9,500) and term ending June 30, 2025; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and increase the compensation; and WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation limit by One Hundred Forty Thousand Five Hundred Dollars ($140,500); and
WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this First Amendment.
NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:
1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this First Amendment.
2. Effect of First Amendment. Except as provided in this First Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this First Amendment increases the compensation limit by One Hundred Forty Thousand Five Hundred Dollars ($140,500).
3. Counterparts. This First Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument. 56 First Amendment to Agreement for Legal Services--LOTS DocID #21498v2
A-2
IN WITNESS WHEREOF, the City and Special Counsel have caused this First Amendment to be effective as of the last date written above.
CITY OF RICHMOND THE LAW OFFICE OF TODD SIMONSON
________________________ By __________________________
Mayor
Title _________________________
Attest:
By: _____________________
City Clerk
Approved as to form:
By: _____________________
City Attorney
57 First Amendment to Agreement for Legal Services--LOTS DocID #21498v2
A-3
Attachment 1
SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall conduct impartial personnel investigations as assigned by authorized City representatives.
City of Richmond Contact Attorney: Shannon Moore, Chief Assistant City Attorney Schedule of Fees & Charges:
Hourly Rates
TODD SIMONSON $390/hour
STEPHEN CHIARI $350/hour
NON-ATTORNEY $150-200/hour
WRITER EDITORS
Travel Time: For travel paid solely by the City, Special Counsel charges a discounted rate of 50% of the hourly rate for travel time of each staff member.
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of One Hundred Fifty Thousand Dollars ($150,000) for attorneys’ fees and reimbursements.
The City understands that Special Counsel reserves the right to take the following actions to ensure payment if any invoice is not paid within forty-five (45) days from the date on an invoice: (1) pause work on a matter until the invoice(s) are paid in full; and (2) require a fee deposit to continue work on this matter.
Unless the parties otherwise expressly agree in writing, any estimates Special Counsel may provide from time to time and any fee deposits or advances against costs Special Counsel may require are not a limitation on Special Counsel’s fees and other charges. In addition, if as a result of our engagement we are required to produce documents or appear as witnesses in connection with any governmental or regulatory examination, audit, investigation, or other proceeding or any litigation, arbitration, mediation, or dispute involving the City or related persons, the City is responsible for costs and expenses 58 First Amendment to Agreement for Legal Services--LOTS DocID #21498v2
A-4
reasonably incurred by us including professional and staff time at then-scheduled hourly rates and reasonable attorneys’ fees and costs that we may incur. 59 1
DocID #18200v3
LEGAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RICHMOND
AND
THE LAW OFFICE OF TODD SIMONSON
PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 26th of April, 2024 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and THE LAW OFFICE OF TODD SIMONSON, comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at, 1 BLACKFIELD DRIVE #262, TIBURON, CA 94920. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
The following recitals are as follows:
A. City desires to secure professional services more fully described in this Agreement; and, B. Special Counsel represents that it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.
AGREEMENT PROVISIONS
The Parties agree as follows:
1. RETENTION OF FIRM.
A. City hereby confirms, retains and authorizes Special Counsel to represent City and provide legal services as may be requested, from time to time, orally or in writing, by authorized representatives of City on an as-needed basis. By this Agreement, City is retaining Special Counsel and not individual members of the Special Counsel. Special Counsel’s client is the City, as a public entity, and not any of its individual members, groups of individuals or any other entity.
B. The Special Counsel shall report to and receive direction from the City Attorney only and not from any other Department Head or City staff.
C. Special Counsel shall perform such legal services for and on behalf of City under the primary direction of the City Attorney. Special Counsel shall undertake, subject to approval of the City Attorney, additional duties as may be authorized by City from time to time under the terms and conditions of this Agreement.
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D. As independent and impartial attorney investigators, Special Counsel has the right to determine the means, manner, and findings related to any investigation assigned. The City agrees to allow Special Counsel full discretion to undertake the investigations and otherwise make findings without influencing or interfering with the outcome. The City understands and acknowledges that Special Counsel will exercise its independent judgement to make whatever findings it deems are warranted based on the evidence developed in the investigations, and that this Agreement is not dependent on Special Counsel making, or failing to make, any credibility determination, finding of fact, or conclusion.
2. DESCRIPTION OF SERVICES TO BE PROVIDED.
[See “Scope of Work” in Exhibit A].
3. TERM OF AGREEMENT.
The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on JUNE 30, 2025, unless the parties extend the Agreement in writing.
The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.
4. ASSIGNMENT OF DUTIES.
It is contemplated that no other attorney will be assigned from Special Counsel other than TODD SIMONSON AND STEPHEN CHIARI It is agreed by and between the Parties that should it be desirable for any attorney other than TODD SIMONSON AND STEPHEN CHIARI to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.
5. PUBLIC FUNDING.
Special Counsel and City mutually recognize that Special Counsel’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Special Counsel scrupulously adheres to principles of moderation, frugality and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost-effective representation in all aspects of this Agreement.
6. PAYMENT FOR SERVICE.
In consideration for Special Counsel’s performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of Special Counsel’s bill by the DocuSign Envelope ID: 036BDDD7-30B4-4914-B392-A55E06C9485F 61 3
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City Attorney, Special Counsel shall be compensated at the preapproved hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference. Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney. Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.
7. BILLING INVOICES.
Special Counsel shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement. Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted to [email protected].
8. PROJECT PLAN AND BUDGET AND RESERVES.
Special Counsel shall provide a project plan and budget for any project or case assigned to Special Counsel under this Agreement. Project plans and budgets shall conform to the guidelines set forth in Exhibit C (Project Plan and Budget), when the case is reportable to the City’s excess insurance carrier, California Joint Powers Risk Management Authority (CJPRMA). If the case is reportable to CJPRMA, Special Counsel shall provide an initial report notifying them of the claim or lawsuit within 30 days of receipt of the assignment and the estimated exposure. The City Attorney and Risk Manager shall be copied on all correspondence sent to CJPRMA.
9. BILLING.
Special Counsel shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service. Special Counsel shall not bill for hours other than those hours expressly devoted to the tasks approved in advance by the City Attorney. Special Counsel agrees it will not bill for time, which is not specifically devoted to the task(s). Special Counsel shall not use legal professionals for secretarial work and under no circumstances shall Special Counsel have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by a law clerk, assistant or secretary.
10. STATUS REPORTS.
Special Counsel shall, every thirty (30) days, submit via electronic mail a written update setting forth a summary of activities performed on behalf of City during the preceding month, the current status of each pending matter, results obtained or expected to be obtained, a summary of invoices for the preceding month and other information relating to the services rendered as City may reasonably request. The update should be emailed to the City Attorney with a copy to the Risk Manager and CJPRMA, if applicable. Please keep the status reports brief and spend no more than one (1) hour billing for your time. Please also attach any referenced filings to your status report.
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11. TERMINATION.
Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable.
Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.
12. CONFLICTS OF INTEREST.
A. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.
B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to provide rights to the City above and beyond the rights Special Counsel owes to the City under all applicable rules of professional conduct relating to conflict of interest.
13. ASSIGNMENTS AND SUCCESSORS IN INTEREST.
City and Special Counsel bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.
14. AUDITS, RECORDS, AND DOCUMENTATION.
A. The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement. Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.
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B. Special Counsel shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Special Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City. Upon written notice by the City, the Special Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.
15. NON-DISCRIMINATION.
A. Special Counsel agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Said Section 2.28.030 is, by this reference, a part of this Agreement.
B. If Special Counsel is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
16. HOLD HARMLESS/INDEMNIFICATION.
Special Counsel agrees to indemnify, hold harmless, release and defend to the maximum extent permitted by law, and covenants not to sue, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney’s fees and costs of litigation) which in whole or in part result from, or arise out of, any negligent acts, errors or omissions (including, without limitation, professional negligence) of Special Counsel, its employees, representatives, subcontractors, or agents in connection with the performance of this Agreement. This Agreement to indemnify, hold harmless, release and defend includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Special Counsel and its employees or agents, and members of the general public).
17. INSURANCE REQUIREMENTS.
Special Counsel shall maintain in full force and effect the following insurance policies:
A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
C. Business automobile liability insurance policy; and, D. Professional liability policy.
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Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, endorsements, certificates of insurance and coverage verifications as defined in Exhibit D, attached to this Agreement and incorporated by this reference.
18. CONFIDENTIALITY AND MEDIA STATEMENTS.
The data, information and reports acquired or prepared by Special Counsel in connection with matters upon which the City has retained Special Counsel shall not be shown or distributed to any other public or private person or entity except as authorized by the City Attorney and in no event prior to having been first disclosed to the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Special Counsel or other such information, documents, records, data or other materials to which the Special Counsel has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Special Counsel shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney.
Special Counsel shall not provide any written or oral statements to the media without the prior written authorization of the City Attorney.
19. AMENDMENTS.
This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to this Agreement.
20. ENGAGEMENT OF OTHER COUNSEL, SPECIALISTS, OR EXPERTS.
Special Counsel will not engage or otherwise incur an obligation to pay other counsel, specialists, or experts for services in connection with this Agreement without the prior written approval of the City Attorney.
21. NOTICES.
All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected], [email protected], [email protected], and to Special Counsel at its principal place of business listed on page one of this Agreement.
Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.
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22. LAW GOVERNING AGREEMENT.
This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.
23. INVALID PROVISIONS.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby.
24. LICENSE REQUIREMENTS.
Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required.
25. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE STATEMENT.
Contractor agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordinance No. 12-18). Contractor must submit the Sanctuary City Compliance Statement included herein as Exhibit E along with the bid or proposal prior to execution of the contract.
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
THE LAW OFFICE OF TODD
SIMONSON
By:_______________________________
Title:_____________________________
CITY OF RICHMOND
____________________________
City Manager
Name:______________________
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
__________________________
City Clerk
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67 Exhibit A
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SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall conduct impartial personnel investigations as assigned by authorized City representatives.
City of Richmond Contact Attorney: Shannon Moore, Chief Assistant City Attorney Schedule of Fees & Charges:
Hourly Rates
TODD SIMONSON $390/hour
STEPHEN CHIARI $350/hour
NON-ATTORNEY $150-200/hour
WRITER EDITORS
Travel Time: For travel paid solely by the City, Special Counsel charges a discounted rate of 50% of the hourly rate for travel time of each staff member.
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Nine Thousand Five Hundred Dollars ($9,500) for attorneys’ fees and reimbursements.
The City understands that Special Counsel reserves the right to take the following actions to ensure payment if any invoice is not paid within forty-five (45) days from the date on an invoice: (1) pause work on a matter until the invoice(s) are paid in full; and (2) require a fee deposit to continue work on this matter.
Unless the parties otherwise expressly agree in writing, any estimates Special Counsel may provide from time to time and any fee deposits or advances against costs Special Counsel may require are not a limitation on Special Counsel’s fees and other charges. In addition, if as a result of our engagement we are required to produce documents or appear as witnesses in connection with any governmental or regulatory examination, audit, investigation, or other proceeding or any litigation, arbitration, mediation, or dispute involving the City or related persons, the City is responsible for costs and expenses reasonably incurred by us including professional and staff time at then-scheduled hourly rates and reasonable attorneys’ fees and costs that we may incur.
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BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.
These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.
Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.
I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets).
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II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.
When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
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j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.
III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
• Actual printing costs;
• Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
• Actual cost of postage (including express mail delivery charges); • Facsimile charges at the rate of $0.25 per page;
• Actual cost of long distance telephone calls;
• Transcription and reporter's fees; and
• Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
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c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.
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PROJECT PLAN AND BUDGET
Project plans and budgets should conform to the following guidelines:
a. The project plan shall include a projection of recommended strategies and actions to be taken in the project and a range of costs for each such strategy or action. b. If the scope of work includes representation of the City in litigation, the project plan shall include the following elements, with explanations:
• Anticipated total costs;
• The primary issues;
• The probability of success; and
• A settlement/trial recommendation
The project plan will be modified during the litigation as the need arises. c. The project budget shall include an estimate of the attorneys' hours and fees and disbursements during each phase and/or activity. All anticipated expenses must be listed and costs estimated.
d. In the event of litigation, the project budget shall include, but not be limited to, estimates for:
• Pre-commencement (legal and factual research for the complaint or answer); • Pleadings;
• Preliminary motions;
• Initial discovery;
• Factual investigation of merits (interviewing clients, employees and third parties);
• Review and abstract City's documents;
• Expert (non-medical) investigation and reports;
• Medical experts and examinations;
• Legal research on merits;
• More thorough discovery (including the identity of deponents and expected costs of each deposition and preparation);
• Settlement negotiations;
• Trial preparation; and
• Trial.
e. The project budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. f. The project budget is not a fixed fee agreement and is subject to revision. g. Special Counsel shall provide revisions to the project plan or budget at the request of the City Attorney.
h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement.
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SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”).
Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing.
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)
DocuSign Envelope ID: 036BDDD7-30B4-4914-B392-A55E06C9485F Law Office of Todd Simonson
Law Office of Todd Simonson
Todd Simonson
5/28/2024
May
Owner
28.00 24.00Tiburon
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City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
DocuSign Envelope ID: 036BDDD7-30B4-4914-B392-A55E06C9485F 75 Exhibit D
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General Liability
(primary and excess
limits combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
DocuSign Envelope ID: 036BDDD7-30B4-4914-B392-A55E06C9485F 76 Exhibit D
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City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
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.
PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million
REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
DocuSign Envelope ID: 036BDDD7-30B4-4914-B392-A55E06C9485F 77 Exhibit D
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City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies.
The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
DocuSign Envelope ID: 036BDDD7-30B4-4914-B392-A55E06C9485F 78 Exhibit D
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Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable DocuSign Envelope ID: 036BDDD7-30B4-4914-B392-A55E06C9485F 79
June 25, 2024
City Attorney's Office
DATE: June 25, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Dave Aleshire, City Attorney
Shannon Moore, Chief Assistant City Attorney
Lina Velasco, Director of Community Development
Subject: Legal Services Agreement with Burke, Williams & Sorensen, LLP, to provide legal services related to the Chevron Refinery Wet Gas Scrubber Project.
FINANCIAL IMPACT: This contract will be for a total amount not to exceed $500,000 (15061219-400206).
PREVIOUS COUNCIL
ACTION:
None
STATEMENT OF THE
ISSUE:
City Attorney’s Office requests approval of a legal
services agreement in an amount not to exceed
$500,000, with term ending June 30, 2026, with Burke,
Williams & Sorensen, LLP to advise the City regarding
CEQA and land use legal issues for the Chevron
Refinery Wet Gas Scrubber Project.
RECOMMENDED ACTION: APPROVE a legal services agreement with Burke, Williams & Sorensen, LLP for $500,000, to provide legal services related to California Environmental Quality Act (CEQA) and land use for the Chevron Refinery Wet Gas
Scrubber Project, with a term initiating June 25, 2024, ending on June 30, 2026 – City Attorney’s Office
(Shannon Moore 510-620-6505/Lina Velasco 510-620-
6841).
AGENDA
REPORT
80
June 25, 2024
DISCUSSION:
The City Attorney’s Office is requesting that the City enter into a legal services agreement with the law firm of Burke, Williams & Sorensen, LLP (“Burke”) to advise the City and specifically the Community Development Department regarding California Environmental Quality Act (CEQA) and land use legal issues related to Chevron’s application to install a wet gas scrubber.
The proposed wet gas scrubber is an emission control device that would be added to the fluidized catalytic cracking (FCC) units to reduce particulate matter emissions in the City.
The City will be the CEQA lead agency for the project that other responsible agencies, such as Bay Area Air Quality Management District (BAAQMD), will need to rely on. With this additional legal support, it ensures that the City can coordinate the CEQA analysis appropriately (See Attachment 3).
The City Attorney’s Office selected Burke from its list of pre-qualified law firms. Stephen Velyvis, a partner at Burke, will serve as the lead attorney for this project. His deep CEQA expertise and experience with Bay Area Air Quality Management District (BAAQMD) and his background representing both project opponents and applicants make him a strong fit for the project. A link to Mr. Velyvis’ professional biography can be found here: Land Use Law and Environmental Attorney California - Stephen Velyvis | Burke, Williams & Sorensen, LLP (bwslaw.com)
The rates for Burke are as follows:
Attorney(s) Roles Hourly Rate
Partner (Stephen Velyvis) $425
Partner $400
Associates (4+ years) $365
Associate (1-3 years) $335
Paralegals $180
Chevron will reimburse the City for all fees and costs incurred in connection with this project’s review, including legal services fees (See Attachment 2).
As such, the City Attorney’s Office is requesting that the City enter into a legal services agreement with Burke for a total contract amount of $500,000, for a contract term of June 25, 2024, to June 30, 2026 (See Attachment 1).
DOCUMENTS ATTACHED:
Attachment 1 – Legal Services Agreement with Burke, Williams & Sorensen, LLP (proposed)
Attachment 2 – Reimbursement Agreement
Attachment 3 – Wet Gas Scrubber Project Description
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LEGAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RICHMOND
AND
BURKE, WILLIAMS & SORENSEN, LLP
PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 25th day of June, 2024 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and Burke, Williams & Sorensen, LLP comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at, 1 California Street, Ste. 3050, San Francisco, CA 94111. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
The following recitals are as follows:
A. City desires to secure professional services more fully described in this Agreement; and, B. Special Counsel represents that it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.
AGREEMENT PROVISIONS
The Parties agree as follows:
1. RETENTION OF FIRM.
A. City hereby confirms, retains and authorizes Special Counsel to represent City and provide legal services as may be requested, from time to time, orally or in writing, by authorized representatives of City on an as-needed basis. By this Agreement, City is retaining Special Counsel and not individual members of the Special Counsel. Special Counsel’s client is the City, as a public entity, and not any of its individual members, groups of individuals or any other entity.
B. The Special Counsel shall report to and receive direction from the City Attorney only and not from any other Department Head or City staff.
C. Special Counsel shall perform such legal services for and on behalf of City under the primary direction of the City Attorney. Special Counsel shall undertake, subject to approval of the City Attorney, additional duties as may be authorized by City from 82 2
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time to time under the terms and conditions of this Agreement.
2. DESCRIPTION OF SERVICES TO BE PROVIDED.
[See “Scope of Work” in Exhibit A].
3. TERM OF AGREEMENT.
The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on JUNE 30, 2026, unless the parties extend the Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.
4. ASSIGNMENT OF DUTIES.
It is contemplated that no other attorney will be assigned from Special Counsel other than Stephen Velyvis, Davin Widgerow, Leila Moshref-Danesh, Caitlin Eliason, and Connor MacLean. It is agreed by and between the Parties that should it be desirable for any attorney other than Stephen Velyvis, Davin Widgerow, Leila Moshref-Danesh, Caitlin Eliason, and Connor MacLean to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.
5. PUBLIC FUNDING.
Special Counsel and City mutually recognize that Special Counsel’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Special Counsel scrupulously adheres to principles of moderation, frugality and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost effective representation in all aspects of this Agreement.
6. PAYMENT FOR SERVICE.
In consideration for Special Counsel’s performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of Special Counsel’s bill by the City Attorney, Special Counsel shall be compensated at the preapproved hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference.
Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney.
Exhibit A may be amended from time to time by letter agreement duly signed and 83 3
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approved by the City Attorney.
7. BILLING INVOICES.
Special Counsel shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement. Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted to [email protected] and [email protected].
8. PROJECT PLAN AND BUDGET AND RESERVES.
Special Counsel shall provide a project plan and budget for any project or case assigned to Special Counsel under this Agreement. Project plans and budgets shall conform to the guidelines set forth in Exhibit C (Project Plan and Budget) and Exhibit D (Mandatory Case Reporting Policy), when the case is reportable to the City’s excess insurance carrier, California Joint Powers Risk Management Authority (CJPRMA). If the case is reportable to CJPRMA, Special Counsel shall provide an initial report notifying them of the claim or lawsuit within 30 days of receipt of the assignment and the estimated exposure. The City Attorney and Risk Manager shall be copied on all correspondence sent to CJPRMA.
9. LITIGATION GUIDELINES.
When litigation is included in the scope of work, litigation guidelines as specified in Exhibit E are to be followed.
10. BILLING.
Special Counsel shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service. Special Counsel shall not bill for hours other than those hours expressly devoted to the tasks approved in advance by the City Attorney. Special Counsel agrees it will not bill for time, which is not specifically devoted to the task(s). Special Counsel shall not use legal professionals for secretarial work and under no circumstances shall Special Counsel have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by a law clerk, assistant or secretary.
11. STATUS REPORTS.
Special Counsel shall, every thirty (30) days, submit via electronic mail a written update setting forth a summary of activities performed on behalf of City during the preceding month, the current status of each pending matter, results obtained or expected to be obtained, a summary of invoices for the preceding month and other information relating to the services rendered as City may reasonably request. The update should be emailed to 84 4
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the City Attorney with a copy to the Risk Manager and CJPRMA, if applicable. Please keep the status reports brief and spend no more than one (1) hour billing for your time.
Please also attach any referenced filings to your status report.
12. TERMINATION.
Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.
13. CONFLICTS OF INTEREST.
A. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.
B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to provide rights to the City above and beyond the rights Special Counsel owes to the City under all applicable rules of professional conduct relating to conflict of interest.
14. ASSIGNMENTS AND SUCCESSORS IN INTEREST.
City and Special Counsel bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.
15. AUDITS, RECORDS, AND DOCUMENTATION.
A. The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is 85 5
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paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement. Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.
B. Special Counsel shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Special Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City.
Upon written notice by the City, the Special Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.
16. NON-DISCRIMINATION.
A. Special Counsel agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Said Section 2.28.030 is, by this reference, a part of this Agreement.
B. If Special Counsel is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
17. HOLD HARMLESS/INDEMNIFICATION.
Special Counsel agrees to indemnify, hold harmless, release and defend to the maximum extent permitted by law, and covenants not to sue, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney’s fees and costs of litigation) which in whole or in part result from, or arise out of, any negligent acts, errors or omissions (including, without limitation, professional negligence) of Special Counsel, its employees, representatives, subcontractors, or agents in connection with the performance of this Agreement. This Agreement to indemnify, hold harmless, release and defend includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Special Counsel and its employees or agents, and members of the general public).
18. INSURANCE REQUIREMENTS.
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Special Counsel shall maintain in full force and effect the following insurance policies:
A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
C. Business automobile liability insurance policy; and, D. Professional liability policy.
Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, endorsements, certificates of insurance and coverage verifications as defined in Exhibit G, attached to this Agreement and incorporated by this reference.
19. CONFIDENTIALITY AND MEDIA STATEMENTS.
The data, information and reports acquired or prepared by Special Counsel in connection with matters upon which the City has retained Special Counsel shall not be shown or distributed to any other public or private person or entity except as authorized by the City Attorney and in no event prior to having been first disclosed to the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Special Counsel or other such information, documents, records, data or other materials to which the Special Counsel has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Special Counsel shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney. Special Counsel shall not provide any written or oral statements to the media without the prior written authorization of the City Attorney.
20. AMENDMENTS.
This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to this Agreement.
21. ENGAGEMENT OF OTHER COUNSEL, SPECIALISTS, OR EXPERTS.
Special Counsel will not engage or otherwise incur an obligation to pay other counsel, specialists, or experts for services in connection with this Agreement without the prior written approval of the City Attorney.
22. NOTICES.
All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected], 87 7
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[email protected], [email protected], and to Special Counsel at its principal place of business listed on page one of this Agreement. Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.
23. LAW GOVERNING AGREEMENT.
This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.
24. INVALID PROVISIONS.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby.
25. LICENSE REQUIREMENTS.
Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required.
26. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE
STATEMENT.
Contractor agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordinance No. 12-18). Contractor must submit the Sanctuary City Compliance Statement included herein as Exhibit F along with the bid or proposal prior to execution of the contract.
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
BURKE, WILLIAMS & SORENSEN,
LLP
By:_______________________________
Title:_____________________________
CITY OF RICHMOND
____________________________
Mayor
Name:______________________
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
__________________________
City Clerk
89 Exhibit A
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SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall provide legal services related to CEQA and land use for the Chevron Richmond Refinery Wet Gas Scrubber Project.
City of Richmond Contact Attorney: Shannon Moore, Chief Assistant City Attorney Schedule of Fees & Charges:
Hourly Rates
STEPHEN VELYVIS/PARTNER $425/HOUR
OTHER PARTNERS $400/HOUR
ASSOCIATES YEARS 4+ $365/HOUR
ASSOCIATES YEARS 1-3 $335/HOUR
PARALEGALS $180/HOUR
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Five Hundred Thousand Dollars ($500,000) for attorneys’ fees and reimbursements. 90 Exhibit B
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BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.
These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.
Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.
I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets). 91 Exhibit B
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II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.
When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
92 Exhibit B
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j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.
III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
Actual printing costs;
Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
Actual cost of postage (including express mail delivery charges); Facsimile charges at the rate of $0.25 per page;
Actual cost of long distance telephone calls;
Transcription and reporter's fees; and
Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
93 Exhibit B
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c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities. 94 Exhibit C
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PROJECT PLAN AND BUDGET
Project plans and budgets should conform to the following guidelines:
a. The project plan shall include a projection of recommended strategies and actions to be taken in the project and a range of costs for each such strategy or action. b. If the scope of work includes representation of the City in litigation, the project plan shall include the following elements, with explanations:
Anticipated total costs;
The primary issues;
The probability of success; and
A settlement/trial recommendation
The project plan will be modified during the litigation as the need arises. c. The project budget shall include an estimate of the attorneys' hours and fees and disbursements during each phase and/or activity. All anticipated expenses must be listed and costs estimated.
d. In the event of litigation, the project budget shall include, but not be limited to, estimates for:
Pre-commencement (legal and factual research for the complaint or answer); Pleadings;
Preliminary motions;
Initial discovery;
Factual investigation of merits (interviewing clients, employees and third parties);
Review and abstract City's documents;
Expert (non-medical) investigation and reports;
Medical experts and examinations;
Legal research on merits;
More thorough discovery (including the identity of deponents and expected costs of each deposition and preparation);
Settlement negotiations;
Trial preparation; and
Trial.
e. The project budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. f. The project budget is not a fixed fee agreement and is subject to revision. g. Special Counsel shall provide revisions to the project plan or budget at the request of the City Attorney.
95 Exhibit C
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h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement. 96 Exhibit D
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California Joint Powers Risk Management Authority
Mandatory Case Reporting Policy
Pursuant to Section VII (Conditions) of the Memorandum of Coverage, the following rule is applicable to all cases reported to CJPRMA.
The Authority shall be entitled to complete access to the covered party’s claim file, the defense attorney’s complete file, and all investigation material and reports, including all evaluations and information on negotiations. The covered party shall be responsible to report the progress of the litigation and any significant developments at least quarterly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the covered party by its defense attorneys and/or its agents.
In addition, the CJPRMA Board of Directors has adopted the following mandatory case reporting standards:
1) Defense counsel is expected to provide a written analysis of liability and exposure in any reported claim no later than ninety days following receipt of the file from the member agency. CJPRMA understands that the liability picture may develop as discovery is ongoing, but this does not excuse the responsibility of providing an early, objective analysis of the file, subject to later developments. An early analysis not only permits the JPA member to set an accurate reserve level, but also permits the member entity to decide whether to actively litigate the case, try to settle the case, or limit discovery based upon the exposure.
2) The initial status report should provide, at a minimum, a brief synopsis of the facts giving rise to the lawsuit; the status of the pleadings, including any discussions of demurrers or motions to dismiss, or cross-complaints; a summary and analysis of plaintiff’s injuries, damages and exposures in the case; an initial impression of liability; any requests for additional investigation; a brief outline of the discovery planned; and an evaluation of anticipated litigation costs. The report need not be lengthy, and typically might not exceed three to five pages, but must address the issues directly and in a straightforward manner so that the member entity and CJPRMA can set cost and loss reserves as necessary. 3) Defense counsel is responsible to report, in writing, the setting of a trial date, settlement conference date, hearing date on motion for summary judgment or similar dispositive motion in any litigated case, within one week of the date on which a court establishes such date.
4) Defense counsel is responsible to report, in writing, all settlement demands or offers within one week of the time the offer is made or the demand is received. 97 Exhibit D
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5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This need not be a multi-page deposition summary, but must, at a minimum, include a concise report of major events occurring at the deposition, and an evaluation of the effect of the deposition testimony on the case. 6) Finally, no later than sixty days before the date set for trial in any case, defense counsel is responsible to report, in writing, on (1) an assessment of liability in the case, (2) the adverse potential exposure if liability is found, (3) a concise summary of injuries sustained and/or claims, (4) an assessment of any other factors (such as local jury tendencies, appearance of important witnesses, etc.) that may affect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status reports from defense counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.
This policy is designed to protect the member entity and CJPRMA, so that they can make informed litigation decisions on reported cases. Past experience has shown that defense counsel retained by the member entities of CJPRMA are high-caliber, hard working attorneys who have done very well for their clients, and CJPRMA is grateful for their efforts. Defense counsel are cautioned, however, that case reporting is given a high priority by CJPRMA and its members, and is a major consideration in evaluating counsel’s performance. 98 Exhibit E
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LITIGATION GUIDELINES
The following guidelines should be followed when the scope of work includes representing the City in litigation:
a. The Special Counsel shall consult the City Attorney regarding the component parts of litigation handled so that the City Attorney, in consultation with the City Council, if necessary, can determine whether a particular activity is reasonable in light of its costs and benefits.
b. The City Attorney must approve the identity and number of staff assigned to the litigation, and any changes.
c. All pleadings shall be submitted to the City Attorney for review prior to filing. d. Copies of major work product, pleadings, motions, orders, decisions, research memoranda, reports on significant developments, and quarterly status reports shall be submitted to keep the City Attorney advised of any major developments in the lawsuit.
Such copies shall be provided in electronic format compatible with software in the City Attorney’s office.
e. Generally, the City Attorney will rely upon Special Counsel for guidance on litigation strategy. Nonetheless, prior approval from the City Attorney is necessary for demurrers, motions for summary judgment and discovery motions.
f. City expects that Special Counsel will resolve all discovery disputes without court intervention. If this is impossible due to the conduct of others, please inform the City Attorney immediately. City’s intent is to have discovery be fair and open with the money spent on reviewing relevant items that are discovered, not on discovery battles. g. Provide full descriptions of legal tasks performed. This will help the City Attorney follow case development and understand Firm’s strategy. h. Some types of litigation-related expenses require prior approval by the City Attorney, including, but not limited to, experts and investigators. Expenses over a certain dollar amount always require prior approval. See Section III (Reimbursements) of Exhibit B (Billing Protocols and Guidelines) of this Agreement for a list of those expenses that may be reimbursed.
99 Exhibit F
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SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing.
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)
100
Exhibit G
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City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
101
Exhibit G
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General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
102
Exhibit G
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City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
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.
PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million
REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies. 103
Exhibit G
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City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claimsmade 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 Manager. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable 104
PROJECT REIMBURSEMENT AGREEMENT
This PROJECT REIMBURSEMENT AGREEMENT ("Agreement") is executed this 25th day of March 2024 ("Effective Date"), by and between the CITY OP RICHMOND, aCalifornia municipal corporation ("City"), and CHEVRON PRODUCTS COMPANY, adivision of CHEVRON U.S.A. INC. ("Applicant"). City and Applicant may be referred to,individually or collectively, as "Party" or "Parties."
RECITALS
WHEREAS, Applicant operates a petroleum refinery located at 841 Chevron Way in Richmond, California, 94801 ("Refinery").
WHEREAS, Applicant plans to apply to the City to install a wet gas scmbber at the Refinery's fluidized catalytic cracking unit to reduce particulate matter emissions and comply withBay Area Air Quality Management District ("BAAQMD") Rule 6-5 ("Project"). The Applicant separately plans to apply to BAAQMD for its approval for the Project.
WHEREAS, City must assess the Project pursuant to the California Environmental Quality Act ("CEQA") and comply with any CEQA obligations. City will retain the services ofoutside consultants due to the nature and scope of the Project for such assessment.
WHEREAS, City has agreed to hire one or more consultants ("Consultants," and individually a "Consultant") to assist in processing applications and plans submitted by Applicantfor the Project, which will also include an analysis and approval required under CEQA. City willalso utilize its own staff to oversee and coordinate the processing of such applications and plansand will use the City Attorney's office for review and negotiation of documents or agreements related to the Project.
WHEREAS, City is the lead agency under CEQA for purposes of evaluating the Project, and as such, will prepare all CEQA documents released for public review and comment, and will review and approve any and all supporting documents using its independent judgment. The City shall distribute such reports and documents to responsible agencies and others, hold public hearings and consider public comments, and consider approval or certification of such reports and other documents as it deems necessary and appropriate in accordance with CEQA, WHEREAS, accordingly, despite any funding mechanism provided in this Agreement, neither Applicant, nor any of its representatives, agents or other persons acting on behalf of Applicant, shall retain the Environmental Consultant (as defined below) or any City official, employee, or contractor for work on the Project, This shall not prevent Applicant from consulting with Environmental Consultant as permitted by the City in order to progress the Project.
WHEREAS, as of the date of execution of this Agreement, the City has already incurred certain costs and attorney's fees in connection with the Project, and such costs and fees are intended to be included as reimbursable costs pursuant to this Agreement. 105
WHEREAS, the City and Applicant desire to enter into this Agreement to provide for Applicant to be responsible for certain direct and indirect City costs related to the Project, and forApplicant to deposit funds with City in advance and thereafter supplement such deposits toreimburse City for such costs, and to establish procedures therefor.
NOW, THEREFORE, for the purposes set forth herein, and for good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties hereby agree as follows:
TERMS
1. Incorporation of Recitals. The Parties hereby incorporate the Recitals as though fully set forth herein.
2. Applicant Responsibility for City Costs.
2.1 City Costs Included. Applicant shall be responsible for, and shall reimburse City for, all reasonable direct and indirect costs, fees and expenses of City related to: 1) City review, planning, design, and permitting for the Project, including processing and negotiating any permits, entitlements and proposed conditions of approval for the Project; 2)related analysis and approvals under CEQA; and 3) City efforts to facilitate the review and approval of the Project by other agencies, as may be needed (the "City Costs"). City Costs include, but are not limited to: (a) the City's attorney fees, at a rate not to exceed $400.00 per hour as adjusted for inflation, including but not limited to, fees incurred for drafting, negotiating and reviewing this Agreement, contracts with Consultants, contracts with other agencies and public agencies, and any documents that the City deems necessary in connection with undertaking of the planning, design, pemiittmg, and for the processing of the Project approvals, (b) staff time required for drafting, negotiating and reviewing this Agreement, contracts with Consultants, and contracts with other agencies and public agencies, and any documents that the City deems necessaiy in connection with undertaking of the processing, planning, design, and permitting for the Project;and (c) all costs associated with Sections 2.1 (a) and 2.1(b) above, including consultant costs andfees; (d) all costs related to studies, reports and design services for the development of any Projectrelated infrastructure; (e) all costs related to investigations of the Property or the Project; and (f)any other fees and costs deemed necessary by the City in order to process, review, or act upon orcomplete the Project. Applicant's obligation to deposit and reimburse City Costs are in addition toApplicant's duty to indemnify, defend, and hold harmless City, as set forth in Section 8, below.
2.2 City Costs Not Included. Notwithstanding the foregoing, this Agreement does not include reimbursement for any building or other pennits subject to the Building Permit Services Contract by and between Chevron Products Company, a division of Chevron U.S.A. Inc. and City of Richmond dated January 1, 2020 ("BPS Contract"). For certainty, City Costs do not include processing of routine building, maintenance, grading, and other permits processed by theCity through its Building Division covered by the BPS Contract.
2.3 Deposit. In furtherance of the foregoing. Applicant has or shall, within ten (10) business days of the Effective Date, deposit with City an initial sum of Two Hundred Fifty Thousand ($250,000.00) against which any City Costs will be drawn down ("Deposit"). The 106
Deposit represents City's best estimate of Applicant's ultimate financial obligation to City under this Agreement. Applicant shall make such additional deposit(s) required under Section 2.4, below.
2.4 Additional Deposits by Applicant. Applicant shall make additional deposits to the City within thirty (30) days of City's written request to Applicant. City's written requests for additional deposits shall state what costs have been incurred to date, additional costs anticipated, and how City intends to apply any needed additional Applicant deposits. If depositedsums exceed the costs incurred by City, City shall refund the difference in accordance with Section
2.7. 2.5 City's Right to Cease Work. In the event that Applicant does not promptly pay or reimburse the City Costs upon the City's request for payment or reimbursement, includingby failing to deposit amounts incurred or timely pay any additional requested deposits, City may immediately cease all work related to or concerning the Project, and may take such further action as City deems appropriate, including deeming any Applicant application(s) abandoned and anydevelopment permit issued by City to Applicant null and void. Applicant shall have no claim against City for such action other than recovery of any excess deposit under Section 2.8 for whichCity Costs have not been incurred and hereby waives such claims.
2.6 Interest on Deposit. Any amounts deposited by Applicant may be maintained by City in an interest-bearing account of City's choice and may be co-mingled with other City funds in such account. Interest accruing upon any such deposits shall inure to and becreated for the benefit of City.
2.7 Accounting. City shall keep an accounting of the City Costs and all deposits made by Applicant for at least twenty-four months after termination of this Agreement. Upon written request, City shall provide statements of these accounts to Applicant, which shall include descriptions of the City Costs, including the date, amount, and the type of activity for which thecost was incurred. Failure of City to provide any accounting shall not excuse Applicant's duty to perform any act, including the duty to make full and timely deposits required under this Section 2.
Applicant may question or challenge any use of funds set forth in the accounting as being inconsistent with the terms of this Agreement and may appeal same to the City Council.
2.8 Unexpended Funds. Upon completion of City's assistance in connection with Applicant's completion of the Project, the granting or issuance of all necessary Project approvals, the expiration of all applicable appeal periods, and if a legal or administrative challengeis made to the approvals, then upon the resolution of such challenge, City shall return any thenunexpended portion of the deposit to Applicant, without interest, less an amount equal to any unpaid City Costs previously incurred by the City. Payment of unexpended funds shall includemutual releases by the Parties.
2.9 Applicant's Right to Terminate Agreement. In the event Applicant determines, in its sole discretion, that it no longer desires to pursue the development of the Project, Applicant shall deliver written notice to the City of its election to terminate this Agreement. Suchwritten notice of termination shall be delivered to City at least 30 days prior to the effective date of termination. Upon receipt of any notice of termination, City shall immediately cease all work under this Agreement except as otherwise agreed upon between the Parties. The City shall refund 107
Applicant any funds previously deposited with the City that are in excess of the costs incurred by the City under this Agreement (such costs incurred by City under this Agreement shall include,without limitation, work carried out by City pursuant to this Section 2.8) within 30 days of receipt of such notice of termination.
3. Additional Taxes, Fee, and Charges. Notwithstanding any provision to the contrary, Applicant shall pay all normal and customary fees and charges applicable to all permitsand approvals necessary for the Project, and any taxes, fees, and charges hereafter imposed byCity, which are standard and uniformly applied to similar projects in the City.
4. City Release; Expiration. This Agreement shall expire (a) upon mutual agreement by the parties, (b) Applicant termination under Section 2.9, (c) upon abandonment of the Projectby Applicant due to inactivity as reasonable determined by City. In such event, expiration only occurs if Applicant's obligations have been satisfied, including the indemnity obligation in Section8.2.
5. Remedies. In the event of a breach by Applicant, City may, in addition to any other remedies, seek to recover the City Costs plus reasonable attorneys' fees in enforcing thisAgreement. In the event Applicant fails to pay any monetary default, it shall bear interest at the lesser of ten percent (10%) or the maximum rate pemiitted by law until payment is actually received by City. This provision will not be interpreted to curtail any of City's remedies at law or equity against Applicant for any violation of its codes, nor shall it be interpreted as a waiver of anydefense available to Applicant but while Applicant may recover unexpended and uncommittedfunds, it may not recover monetary damages, either general or special.
6. Conflicts of Interest.
6.1 No Financial Relationship. Applicant acknowledges the requirements of Government Code Sections 1090 et seq. (the "1090 Laws") and warrants that it has not enteredinto any financial or transactional relationships or arrangements that would violate the 1090 Laws, nor shall Applicant solicit, participate in, or facilitate a violation of the 1090 Laws.
6.2 Applicant's Representations and Warranties. Applicant represents and warrants that it is duly authorized to do business in the State of California. Applicant furtherrepresents and warrants that, for the 12-month period preceding the Effective Date of thisAgreement, it has not entered into any arrangement to pay financial consideration to, and has notmade any payment to, any City official, agent or employee that would create a legally cognizable conflict of interest as defined in the Political Reform Act (California Government Code sections 87100 etseq.).
6.3 Conflict of Interest. No director, employee, subsupplier, or agent of either Party shall give to or receive from any director, employee or agent of the other Party or its affiliate any commission, fee, or rebate, or any gift or entertainment of significant cost or value in connection with this Agreement or enter into any business arrangement with any director,employee or agent of the other Party or its affiliate other than as a representative of Applicant orCity, as appliable, without prior written notification thereof to the other Party. Either Party shall promptly notify the other Party of any violation of this Section 6.3 (Conflict of Interest) and any 108
consideration received as a result of such violation shall be paid over or credited to the other Party.
Nothing herein alters any obligations that the City has under applicable state or local conflicts of interest statutes.
7. Confidentiality, Publicity, and Data Protection
7.1 Confidentiality. City shall treat as confidential all information provided by Company or generated or obtained in connection with perfbmiance of this Agreement thatCompany deems propriety or confidential (the "Confidential Information"), to the extent City is permitted to do so by the California Public Records Act. Applicant acknowledges that City is an entity bound by the requirements of the California Public Records Act. If the City receives a request under the Public Records Act concerning the disclosure of Confidential Information, the City shall provide Applicant with notice of such request. If required by law, the City shall disclosesuch Confidential Information pursuant to applicable law, unless ordered otherwise by a court. If Applicant does not want such Confidential Information to be disclosed, Applicant, at its sole cost and expense, may prosecute or defend any action concerning such Confidential Information andshall indemnify, defend and hold the City harmless from all costs and expenses, including attorneys' fees, in connection with such action.
7.2 Data Protection. Each Party receiving ("Receiving Party") mformation that can be used directly or indirectly, alone or in combination with other information, to identify an individual ("Personal Data") will manage all Personal Data it receives from the other Party("Disclosing Party") in accordance with all applicable laws and Disclosing Party's reasonable requests with respect to protecting data.
8. Applicant Acknowledgements. Subject to the obligations set forth in this Agreement, Applicant acknowledges and agrees that under case law the preparation of environmental documents and analysis is required to reflect the City's independent judgment, regardless of who initially prepares the documents and analysis, so, with respect to the work concerning the Project:
8.1 City has sole discretion to select which of its employees and consultants are assigned to the work.
8.2 City has sole discretion to direct the work and evaluate the performance of the employees and consultants assigned to the work, and City retains the right to terminate orreplace at any time any such person.
8.3 City has sole discretion to determine the amount of compensation paid to employees or consultants assigned to the work.
8.4 City, not Applicant, shall pay employees and consultants assigned to the work from a City account. Channels of communication between Applicant and City employees and consultants shall be established by City.
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9. Indemnification and Hold Harmless.
9.1 Agreement Not Liability or Debt of City. The Parties acknowledge that there may be challenges to the legality, validity and adequacy of this Agreement, the Project itself, or other City actions related to the same. If such challenges are successful, such challengescould delay or prevent the performance of this Agreement, the approvals, or implementation of the Project. City shall have no liability whatsoever for the inability of Applicant to obtain approvals or implement the Project, as the result of any judicial determination that some or allof the Project, or any other City action related to any of the same are invalid or inadequate or not in compliance with law. No official, officer, employee, or agent of the City shall be personally liable hereunder to any extent. The Parties further acknowledge and agree that thisAgreement is not a debt of the City. The City shall not in any event be liable hereunder other than to return the unexpeaded and uncommitted portions of the deposit as provided in Section
2.8 above, to provide an accounting under Section 2.7 above, and remedies shall be limited as per Section 5 and Applicant may not recover general or special damages against City. The City shall not be obligated to advance any of its own funds for any reason whatsoever.
9.2 Indemnification. Applicant agrees to indenmify, protect, defend, and hold harmless the City and its officials, officers, employees, agents, elected boards, commissions, departments, agencies, and instrumentalities thereof, from any and all actions, suits, claims, demands, writs ofmandamus, liabilities, losses, damages, penalties, obligations, expenses, and anyother actions or proceedings (whether legal, equitable, declaratory, administrative, or adjudicatoryin nature), and alternative dispute resolution procedures (including, but not limited to, arbitrations, mediations, and other such procedures) asserted by third parties against the City that challenge, or seek to void, set aside, or otherwise modify or annul, the action of, or any approval by, the Cityfor or concerning this Agreement, the Project, or any other City action related to any of theforegoing (including, but not limited to, reasonable attorneys' fees and costs) (herein the "Claims and Liabilities") whether such Claims and Liabilities arise under planning and zoning laws, theSubdivision Map Act, CEQA, Code of Civil Procedure Sections 1085 or 1094.5, or any other federal, state, or local statute, law, ordinance, rule, regulation, or any decision of a competent jurisdiction. In the event any action for any Claims and Liabilities is brought against the City and/or related parties, upon City's notification to Applicant of the pendency of a claim or suit. Applicant shall make an initial deposit sufficient to pay all of Applicant's indemnification obligations, whichincludes legal costs and fees anticipated to be incurred as reasonably determined by the City, in anamount of $100,000. Applicant shall make deposits ("Indemnity Deposit") required under thissection within thirty (30) days of the City's written request.
If Applicant fails to timely pay such funds, the City may abandon the action without liability to Applicant and may withdraw from Indemnity Deposit or recover from Applicant any attorneys' fees and other costs for which the City may be liable as a result of abandonment of the action. It is expressly agreed that the City shall have the right to utilize the City Attorney's officeor use other legal counsel of its choosing. Applicant's obligation to pay the defense costs of theCity shall extend until fmal judgment, including any appeals. City agrees to fully cooperate with Applicant in the defense of any matter in which Applicant is defending and/or holding the Cityharmless. The City may make all reasonable decisions with respect to its representation in any legal proceeding, including its inherent right to abandon or to settle any litigation brought against it in its sole and absolute discretion, and City's reasonable decision to settle or abandon a matter, 6 110
including but not limited to following an adverse judgment or failure to appeal, shall not cause a waiver of the City's indemnification rights. Any decision by the City to settle litigation shall not,without the written consent of Applicant, bind Applicant. City shall discuss litigation strategy withApplicant in good faith but shall retain absolute discretion to make strategy decisions.
9.3 Exception. The obligations of Applicant under this Section shall not apply to any claims, actions, or proceedings arising through the sole negligence or willful misconduct ofthe City, its members, officers, or employees.
9.4 Period of Indemnification. The obligations for indemnity under Section 8,2 shall begin upon the Effective Date and shall survive termination or expiration of this Agreement.
10. No Obligation to Approve Project. The provisions of this Agreement shall in no way obligate the City to grant any approvals or take any particular action related to an application for any part of the Project, whether in whole or in part. It is expressly understood that both as aCharter City, and under its police power under state law the City has full power to approve alldevelopment projects under the authority of its general plan, zoning, and applicable specific plans.
Moreover, the City cannot contract away its authority or obligation to hold due process compliant hearings to consider discretionary projects under the land use authority of City. Nothing herein shall constitute a prejudgment of such matters including, without limitation, under CEQA.
11. Assignment. Applicant may not assign this Agreement to any other entity unless agreed to in writing by City and upon proof of the financial viability of the successor entity tofulfill the Agreement's obligations. City's consent to assignment shall not be unreasonably withheld.
12. Relationship Between the Parties. The Parties agree that this Agreement does not operate to create the relationship of partnership, joint venture, or agency between City and Applicant. Nothing herein shall be deemed to make Applicant an agent of City.
13. Notices. All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate bywritten notice:
To City: City of Richmond
450 Civic Center Plaza
Suite 300
Richmond, CA 94804
Attn; Shasa Curl, City Manager
Email: [email protected]
City of Richmond
450 Civic Center PlazaRichmond, CA 94804Attn; Una Velasco, Director of Community DevelopmentEmail: [email protected] 7 111
Copy to: Aleshire & Wynder, LLP
18881 Von Karman Ave. Suite 1700
Irvine,CA 92612Attn: David J. Aleshire, City Attorney
Email: [email protected]
To Applicant: Chevron Products Company
P.O. box 1272Richmond, CA 94802Attn: Kris Battleson, HSE ManagerEmail: [email protected] and
Chevron Products Company841 Chevron Way
Richmond, CA 94801
Attn: Rachael Justice, Permitting Specialist
Email: [email protected]
Copy To; Chevron Products Company
841 Chevron Way
Richmond, CA 94801
Attn: Refinery counselEmail: [email protected] Depending upon the method of transmittal, notice shall be deemed received as follows: bymessenger, as of the date delivered; by U.S. Mail first class postage prepaid, as of 72 hours after deposit in the U.S. Mail; and by email, upon the sender's receipt of an email from the recipientacknowledgmg receipt.
14. Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement, provided that no such obligations tocooperate shall waive the City's right to exercise its independent judgment in the use of its police power.
15. Construction; References; Captions. It being agreed the Parties, or their agents and legal counsel have participated in the preparation of this Agreement, the language of this Agreement shall be constmed simply, according to its fair meaning, and not strictly for or against any Party. Unless otherwise specified, any term referencing time, days, or period for performance shall be deemed calendar days and not business days, provided, however that any deadline that falls on a weekend or holiday shall be extended to the next City business day. All references to Applicant include all personnel, employees, agents, and contractors of Applicant, except as otherwise specified in this Agreement. All references to City include its elected officials, appointed boards and commissions, officers, employees, agents, and volunteers. The captions of the various 8 112
paragraphs are for convenience and ease of reference only, and do not define, lunit, augment, or describe the scope, content, or intent of this Agreement.
16. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
17. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.
18. Intent. The parties acknowledge and agree that City is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations, and exceptionsare intended to reserve to City all of its police power that cannot be so limited. This Agreementshall be construed, contrary to its stated terms if necessary, to reserve to City all such power and authority that cannot be restricted by contract.
19. Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This section shall not be constmed as an authorization for any Party to assign any right orobligation.
20. No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
21. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisionsshall continue in full force and effect and shall be constmed so as to effectuate the intent of the Parties.
22. Survival. Despite completion of the Project or expiration or earlier termination of this Agreement for any reason, all provisions in this Agreement containing perpetual licenses, representation, warranties, waiver and/or release made by any Party to this Agreement, defense and/or indemnity obligations, and unless specifically provided to the contrary in this Agreement,all provisions which by their nature contemplate performance after the expiration or earlier termination hereof, including all provisions relating to tax, audit, confidentiality, limitations of liability, retention and inspection of records, dispute resolution and governing law, shall surviveindefinitely until, by their respective terms, they are no longer operative or are limited to the contrary by the terms of this Agreement or by an applicable statute of limitations. Expiration or earlier termination of this agreement shall not impair or affect any liability or obligation of Applicant or City that has accrued on or before the date of expiration or earlier termination of thisAgreement, including the obligations identified in this provision.
23. Applicable Law and Dispute Resolution.
23.1 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California.
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23.2 Dispute Resolution.
a. In the event a dispute arises with respect to the interpretation or performance of, or the relationship created by, all or any part of this Agreement, the Parties shall attempt in good faith to resolve the dispute. If such efforts prove unsuccessful, each Party agrees to consider the use of mediation, mini-trial, arbitration or other alternative dispute resolution techniques prior to resorting to litigation. If mediation, mini-trial, arbitration or other alternative dispute resolution techniques are utilized by the Parties, each Party agrees that no award or decision resulting therefrom shall include punitive damages.
b. If the Parties are unsuccessful in their good faith attempt to resolve such dispute, the Parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of either (A) Contra Costa County in the State of California, or (B) the federal courts of the Northern District of California, for any actions, suits or proceedings arisingout of or relating to this Agreement (and the Parties each agree not to commence any action, suitor proceeding except in such courts).
24. Authority to Execute. The persons executing this Agreement on behalf of each of the Parties hereto warrant that (a) the Party on which behalf it is executing is duly organized and existing, (b) such person is duly authorized to sign and deliver this Agreement on behalf of the Party he or she represents, (c) by so executing this Agreement, such Party is formally bound to theprovisions of this Agreement, (d) the entering into of this Agreement does not violate anyprovision of any other agreement to which such Party is bound and (e) there is no litigation or legal proceeding which would prevent such Party from entering into this Agreement.
25. Time is of the Essence. Time is of the essence with respect to this Agreement.26. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument.
27. Entire Agreement. This Agreement constitutes the entire agreement between City and Applicant and supersedes any previous negotiations, discussions, communications, oral or written, and agreements between the Parties, and no parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms of this Agreement and the Agreement shall beconstmed in accordance with its fair meaning and not strictly for or against either Party. [SIGNATURES OF PARTIES ON NEXT PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.
ia municipal corporation
Sha^A/City Manager/
APPROVED AS TO FORM:
David J. Xlesliire, City Attorney
L—
APPLICANT:CHEVRON PRODUCTS COMPANY,
a division of CHEVRON U.S.A. INC.
By:_
Name:/-^77i/^^^<S
Title: ;<•" Pi ^c \^c
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Chevron Richmond Re�inery Wet Gas Scrubber Project
Project Description
March 2024
1.0 INTRODUCTION
1.1 Project Overview
Chevron Products Company (Chevron), a division of Chevron U.S.A. Inc., operates a petroleum refinery (the Facility) in Richmond, CA 94802. The Facility processes crude oil blends, externally sourced gas oils, and natural gas into various fuel and oil products. The Facility produces motor gasoline, jet fuel, diesel fuel, lubricating oils, industrial fuel oil, liquefied petroleum gas, sulfur, and other products. The Facility also produces steam, electricity, fuel gas, and hydrogen, primarily for its own use.
In July 2021, the Bay Area Air Quality Management District (BAAQMD) adopted amendments to BAAQMD Regulation 6, Rule 5 (Rule 6-5): Particulate Emissions from Refinery Fluidized Catalytic Cracking Units (FCCU) to reduce particulate matter (PM) emissions, including condensable PM, sulfur dioxide (SO2), and ammonia, from petroleum fluidized catalytic cracking units (FCCUs). The new emissions limits, excerpted below, are effective July 21, 2026.
Figure 1-1: BAAQMD Rule 6-5 Emission Limits (Table 1 of the Rule) 116
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To comply with Rule 6-5 requirements, BAAQMD identified operational controls or equipment that may be required.1
For controlling PM emissions from FCCUs, BAAQMD identified wet gas scrubbers as the likely air pollution control measure.
The Facility will be applying for the installation of a Wet Gas Scrubbing System (WGS) at its FCCU because, consistent with the BAAQMD’s AB617 Expedited BARCT Implementation Schedule EIR, a WGS provides the best opportunity for consistent and sustained compliance with the Rule 6-5 Total PM10 limit of 0.010 grains per dry standard cubic foot (gr/dscf) at 5% excess oxygen (O2) on a rolling four-quarter basis.
1.2 Project Objectives
The WGS Project is designed to meet the following objectives:
• Performance- Comply with Rule 6-5 emissions limits;
• Performance –Reduce PM at the FCCU while maintaining it’s current throughput processing capacity, and
• Schedule – Meet the compliance date of July 21, 2026, or as soon as possible thereafter.
2.0 PROJECT DESCRIPTION
2.1 Project Location
Chevron owns and operates the Facility, located along the western edge of the City of Richmond (City), in Contra Costa County (County), California. The Facility is about 2,153 acres along the western boundary of Richmond, as shown in Figure 2-1. The main portion of the Project site is bounded by Castro Street to the southeast and Interstate 580 to the south.
The residential communities of Atchison Village, Santa Fe, and Iron Triangle are located southeast of the Facility, across Castro Street and Garrard Boulevard; Shields-Reid community and Parchester Village are located northeast of the Project site; and Point Richmond is located to the southwest. Point San Pablo Yacht Harbor, where some residents may reside in house boats, is located north of the Project site. Point San Pablo Peninsula and San Francisco Bay form the western border of the Facility and San Pablo Bay forms the northern boundary of the Facility.
Figure 2-2 shows the WGS Project area. The WGS would be installed at the south-east perimeter of the FCCU, at the vacant area east of the cracking control room, previously occupied by the decommissioned “old” Alkylation Plant. All the Project construction staging areas will be located within the Facility boundary. 1 See BAAQMD, AB617 Expedited BARCT Implementa�on Schedule EIR, p. 2-11 to 2-12, available at htps://www.baaqmd.gov/~/media/files/ab617-community-health/barct/20181022_noadeir_ab617_barctpdf.pdf?rev=2d81be53517e455aba23e7363385d781&sc_lang=en. 117
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Figure 2-1: WGS Project Location
Figure 2-2: WGS Project Area
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2.2 Existing FCCU Process Description
The FCCU converts high-boiling point hydrocarbon fractions of crude oil into gasoline and other petroleum products. The conversion process is achieved through a chemical process that occurs in a reactor vessel that incorporates the use of heat and a catalyst to break up, or “crack,” long-chain hydrocarbons into smaller-chain hydrocarbons.2 The catalyst is in the form of very fine particles that acts as a fluid when aerated. Hydrocarbon feed is preheated and introduced into the bottom of the reactor’s riser with hot regenerated catalyst. The hot catalyst vaporizes the feed, bringing both to the desired reaction temperature, 470 to 525°C (880 to 980°F).
Nearly 100% of the desired cracking reaction takes place in the travel up the riser. Large paraffinic hydrocarbon molecules break up, or "crack," into smaller molecules that flow overhead to a fractionator for separation into products. The spent catalyst falls to the bottom of the reactor and is steam stripped as it exits the reactor bottom to remove absorbed hydrocarbons. The spent catalyst is then routed to the regenerator where the carbon deposited on the catalyst from the cracking reactions is combusted off with preheated air. The hot regenerated catalyst then returns to the reactor for another cracking cycle. The flue gas is routed through a waste heat steam generator (WHSG) where the flue gas is cooled prior to entering the electrostatic precipitator (ESP) for particulate removal, then through an economizer before exiting out the stack. The economizer recovers heat from flue gas and preheats the feed water for steam generating equipment (e.g. WHSG) at the FCCU. A simplified process flow diagram of the existing FCCU process is shown in Figure 2-3.
Figure 2-3: Existing FCCU Simplified Process Block Flow Diagram 2 Addi�onal informa�on is available at htps://www.epa.gov/sites/default/files/2020- 09/documents/5.1_petroleum_refining.pdf Section 5.1.2.2.1 119
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2.3 Project Characteristics
2.3.1 WGS Project Equipment List
The WGS will include the following equipment.
Table 2-1: WGS Equipment List
The Project will also include the following to support the equipment listed in the above table:
• Piping/hardware
• Electrical and instrumentation
• Civil/Structural/Control Systems
Key interfaces between the Project and the Facility are as follows:
• All new equipment will be installed downstream of the existing ESP. • Ducting will re-direct flue gas from the existing stack/economizer to the new WGS/economizer. • Refinery usage of potable water will increase approximately 6% (~387,000 average gallons per day) and less than the maximum of ~441,000 gallons per day (GPD) • Additional water discharge to the Facility wastewater treatment system of ~ 87,000 GPD; • The Facility’s existing caustic storage system located at the FCCU will be utilized to supply caustic to the WGS;
• Firewater can be used to operate the WGS in the event of an unforeseen loss of water supply or unplanned process event where there is more than typical particulate in the flue gas, Equipment Name Quantity New/
Replacement Description/Purpose
Wet Gas Scrubber (WGS) 1 New 22’-6” ID x 123’, scrubber; 12” ID x 75’stack Economizer (includes blower & fans) 1 Replacement Cools flue gas prior to entering the WGS WGS Spray Tower Recirculation Pumps 3 New Pumps recirculated scrubbing water around spray tower WGS Filtering Module Pumps 2 New Pumps NaOH solution to the WGS filtering modules WGS Make-Up Water Pumps 2 New Pumps potable make-up water to WGS spray tower WGS Coagulant Metering Pumps 2 New Pumps coagulant to Clarifer mixing tank WGS Coagulant Tote 1 New Storage tote for coagulant
Mixing Tank 1 New Mixes solids and coagulant upstream of clarifier Clarifier 1 New Settles solids from WGS purge stream
Oxidation Tank & Mixers 2 New Size 6’-5.5’ ID x 20’-6’ tall Oxidation Air Blowers 3 New Provides air to oxidation tanks Filtering Bins 3 New Collects clarifier underflow for off-site disposal Filtrate Sump Pumps 2 New Pumps filtrate liquid from filter bins back to clarifier PTU Effluent Surge Tank 1 New Reservoir for PTU effluent PTU Effluent Pumps 2 New Pumps PTU effluent to PTU effluent cooler PTU Effluent Cooler 1 New Cools PTU effluent prior to discharge to Refinery WWTP WGS Caustic Supply Pumps 2 New Pumps NaOH solution to oxidation tanks Power Distribution Center 1 New Enclosure for new electrical equipment Continuous Emission Monitors (CEMS) Enclosure 1 Replacement Enclosure for NOx, CO, O2, SOx CEMS 120
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2.3.2 WGS Process Description
The WGS uses water to entrain particulate matter. It will be installed downstream of the existing ESP to reduce air particulate matter emissions. Scrubber effluent containing entrained particulate matter is then pumped from the bottom of the WGS to a purge treatment unit (PTU), which separates the particulates from the purge water and pretreats the scrubber effluent before being routed to the Facility’s existing Wastewater Treatment Plant (WWTP). The separated particulate matter will be disposed of offsite as waste.
Figure 2-4 illustrates the project elements along with the key interfaces between the Project and the Facility. Figure 2-5 provides a three-dimensional view of the Project elements integrated into the FCCU. Detailed descriptions of each process step are provided in the subsections below.
Figure 2-4: WGS Project Schematic
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Figure 2-5: Three-dimensional Project Integration Schematic Economizer
As shown in Figure 2-4 the existing FCCU economizer, along with the stack it is attached to, will be decommissioned as part of the Project. The existing economizer recovers heat from the FCCU flu gas by preheating feed water used at steam generating equipment at the FCCU.
As shown in Figure 2-4 and 2-5 the proposed Project will install a replacement economizer downstream of the ESP and upstream from the wet gas scrubber vessel. The replacement economizer will serve two purposes: (1) recover waste heat from the FCCU flue gas by preheating feedwater used at steam generating equipment at the FCCU and, (2) reduce the flue gas temperature prior to entering the WGS vessel which reduces the evaporation rate of water from the WGS, thus conserving water. The replacement economizer, sized at the same capacity of the existing economizer, will not increase production nor will it result in a net increase in steam production at the FCCU.
Scrubber Operation
After exiting the economizer, the hot flue gas containing SOx gases and FCCU catalyst fines (i.e particulates) flows via ducting to the WGS. The SOx gases and particulates are removed in the Quench Section and Scrubbing Section of the Spray Tower (i.e. lower section of the WGS) and the remainder is removed in the Filtering Modules and by spray nozzles (i.e. upper section of the WGS). The intensive gas/liquid contacting provides for the effective removal of particulate and desulfurization. To further conserve water, the scrubber will be designed with Belco vane droplet separators and a stack droplet 122
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separator to remove water droplets from the flue gas before its release to atmosphere through the stack.
A schematic depicting a typical BELCO® 6000 Wet Scrubbing System is shown in Figure 2-6.
Flue gas from the FCCU enters the Spray Tower horizontally at the Quench Section and is cooled to its saturation temperature. The flue gas is quenched by spraying circulated water solution (i.e. scrubbing water solution) from three spray nozzles. The sprayed water flows down the walls to the bottom of the vessel and drains to an internal recirculation tank. The internal recirculation tank is built into the bottom of the tower. The recirculation loop supplies scrubbing water solution to the inlet spray nozzles and to the scrubber’s spray nozzles. This loop is continuously monitored at the Digital Control System (DCS) for pH, pressure, pump motor current, and pump run status. The pH is controlled at
7.0. The SOx absorption takes place in the vertical up-flow portion of the Spray Tower (immediately above the Quench Section (i.e. Absorber Section) which has three spray levels. Multiple levels of sprays are used to provide staged removal of SOx. Caustic (NaOH) solution consisting of approximately 15 percent sodium hydroxide and 85 percent water is fed into the scrubbing liquid to react with the dissolved SOx forming sodium sulfate solids that are removed in the Filtering Modules (FM). The NaOH solution maintains neutral (7.0) pH of the scrubbing liquid to avoid the scrubbed SOx from forming sodium bisulfate as a byproduct of the scrubbing reaction. Sodium bisulfate solution is acidic and causes corrosion. The Spray Tower is equipped with three pumps for circulating the scrubbing solution. Two of the three pumps operate continuously. The third pump is a standby spare with autostart.
Directly above the Spray Tower section are the up-flow FMs. In the modules, the flue gas is accelerated (compressed) then decelerated (expanded) through a convergent/divergent venturi section. This causes the water to condense on the module walls, washing the surface. At the top of the FMs, removal of the enlarged agglomerated fine particulate and mists (including condensed SOx) occurs by filtration through high-density spray nozzles.
The FM recirculation loop is equipped with venturi nozzles and spray nozzles. This loop is equipped with two capacity pumps; one pump is operated continuously, and the other is a standby spare with auto-start. The FM recirculation is continuously monitored for pH, pressure, pump motor current, and pump run status. The pH is controlled at 7.0. Make-up water is introduced into the WGS at the internal FM catch pan.
After passing the FM, the gas enters the three-stage droplet separator. The residual water droplets are separated from the flue gas with BELCO vane droplet separators. Agglomerated liquids drain from each stage as large droplets or as a liquid stream. The flue gas, mostly free of water droplets, flows to the stack.
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Figure 2-6: BELCO Wet Gas Scrubber
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Purge Treatment Unit (PTU)
Scrubber water is purged from the Spray Tower recirculation loop to control the content of dissolved salts, calcium, chlorides, and suspended catalyst solids in the WGS. Scrubber purge water is discharged to the PTU. The PTU includes the Clarifier, Filtrate Pump, Coagulant Metering Pump, Oxidation Tanks, Oxidation Tank Blowers, and associated equipment, piping, valves, etc.
Catalyst solids, aided by coagulant, settle, and collect as a thickened slurry in the Clarifier. A rake drive mechanism promotes proper bed formation and prevents the solids bed from compacting. The solids settle out of the purge water and the clarified liquid overflows by gravity to the oxidation tank.
The solids – the underflow from the Clarifier is directed by gravity to one of three Filter Bins on a batch basis. Excess liquid from the Clarifier underflow is removed from the solids by gravity filtration, collected and circulated back into the Clarifier.
Clarifier overflow is processed through two Oxidation Tanks in series to reduce the effluent chemical oxygen demand (COD). Oxidation is achieved by contacting the clarified liquid with low-pressure air supplied by two (2) of the three (3) Oxidation Tank Blowers. One blower is an installed spare. Within each Oxidation Tank, a turbulent gas/liquid mixing zone is created by Oxidation Tank Mixers. Based on the pH within each tank, NaOH solution is added to each oxidation tank to maintain optimum oxidation conditions. The overflow from Oxidation Tank is discharged to the Facility wastewater treatment system after being cooled to ambient conditions via a heat exchanger.
Power Distribution Center and Electrical Equipment
The Project will require 822kW power and will utilize electricity from the Facility grid for supply. The proposed Project includes the installation of a new Power Distribution Center (PDC) to house, meter and control the electrical equipment used to power the Project’s new electric powered equipment. The PDC will include variable frequency drives, UPS systems, communication panels, and control switchboards. The PDC will not be utilized for any other equipment at the FCCU.
The new PDC will be powered by a new above ground 12 kilovolt (KV) feeder routed from the existing FCCU substation. The Project will install new transformers to reduce the 12KV feed voltage to 4160V and 480V. Two new 2000 KVA transformers and two 1500 KVA transformers will be installed to get to service voltage.
The Project will install new electric motors for the operation of pumps for potable-water make-up supply, scrubber solution circulation, wastewater transfer, and chemical supply. Electric motors will drive the mixers on the PTU tanks and drive the aeration blowers on the oxidation tanks.
2.4 Project Construction
The construction phases are described below, and the heavy-duty truck trips and off-road equipment required for demolition, site preparation, and WGS construction are provided in Tables 2-2 and 2-3. The demolition, site preparation, and WGS construction will be performed in sequence. Total duration of demolition, site preparation, and WGS construction expected to last 18 months.
2.4.1 Demolition
Demolition of existing equipment is minimal and is expected to take approximately 85 days. The existing ductwork from the existing ESPs to the existing FCCU stack will be demolished so that it can 125
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be replaced by ductwork and tie-in to the WGS. A portion of the existing pipe rack associated with the demolished “old” Alkylization Unit will be demolished to clear WGS plot space. Equipment required for demolition will include pick-up trucks, tractor trucks, a bus for onsite craft personnel transport, air compressors, welding machines, and excavator(s).
2.4.2 Site Preparation
Site preparation is expected to take approximately 135 days. Site grading will ensure proper soil conditions to allow installation of concrete foundations, associated piping, electrical infrastructure, control equipment and other appurtenances associated with installing and operating the WGS and managing the WGS waste/effluent. Equipment required will include pick-up trucks, tractor trucks, a bus for onsite craft personnel transport, a concrete pump, air compressors, welding machines, excavators, and a pile driver.
2.4.3. WGS Construction
WGS construction is expected to last approximately 330 working days to complete. During construction, deliveries of materials such as concrete, structural steel, pipe and fittings, mechanical and electrical equipment, insulation, and construction services equipment (e.g., portable toilets) would be delivered by truck and offloaded at equipment laydown, staging, and assembly areas. Equipment required will include, but is not limited to, pick-up trucks, tractor trucks, a bus for onsite craft personnel transport, concrete pump, air compressors, welding machines, forklifts, manlifts, and heavy cranes. The cranes and forklifts would be used to transfer equipment from delivery trucks to lay down, staging, and assembly areas.
Table 2-2: Construction On-Road Truck Trips
Number of Heavy-Duty Truck Trips
Demolition Site Preparation WGS Construction Total Construction 520 376 292 1,188
Table 2-3: Construction Off-Road Equipment Hours
Equipment
Project Construction Total Daily Hours
Demolition Site
Preparation
WGS
Construction
Aerial Lifts – – 24
Air Compressors 9 18 27
Cranes 4 8 12
Excavators 8 16 –
Forklifts 6 12 12
Welders 8 16 24
Crawler Crane – 8 –
Hi-Lift Loader – 8 –
Impact Hammer – 8 –
1. Total hours equal quantity of equipment x estimated total hours daily hours used. 126
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2.4.4 Construction Staffing and Employment
The entire contractor construction workforce is expected to come from the construction labor pool available in the Bay Area. Over the WGS Project’s construction period, it is estimated that a total of 336,101 work hours will be required. The estimated construction workforce hours are summarized in Table 2-4.
Table 2-4: Estimated Total Project Worker Hours
Category Estimated Total Project Worker Hours
Demolition Site Preparation WGS Construction
Worker Hours 16,283 107,517 209,901
2.4.5 Construction Traffic and Parking
Multiple construction staging areas for the WGS Project would be located within the Facility boundary.
The majority of the WGS equipment will be installed in the vacant field and parking area east of the Cracking Control Room. Project construction workers will park at the Gate 91 lot in the Facility boundary and ride a bus to the Project construction site. Chevron does not allow personal vehicles inside the Facility.
2.4.6 Construction Wastes
The WGS Project area overlaps an area previously occupied by the “old” Alkylation Plant which has since been demolished. All soils from excavation necessary to install foundations and sumps would be treated as contaminated soil, unless tested and confirmed to be non-hazardous. The estimated quantities of excavated soil, concrete, steel, asbestos and lead paint, and other demolition debris requiring disposal are summarized in Table 2-5.
Table 2-5: Estimated Construction Wastes
Waste Material Quantity
Excavated Soil 6,158 cubic yards
Removed Concrete 1,374 cubic yards
Steel 27 tons
Asbestos/Lead Paint 1 ton
Other Demolition Debris ⁓300 tons
The presence of lead paint and/or asbestos would be determined through laboratory testing prior to demolition of any Project component. If disturbance of asbestos or lead paint is required, the contaminated materials would be managed in accordance with applicable regulations.
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2.5 Project Operations
The WGS is an air pollution control measure for controlling PM emissions from FCCUs. BAAQMD identified wet gas scrubbers as the likely air pollution control measure in its AB617 Expedited BARCT Implementation Schedule EIR. The Project will not increase or change the output of products from the Facility. The BAAQMD estimates that the implementation of Rule 6-5 will reduce Total PM10 at the Chevron’s Richmond FCCU by 65% from current emissions3
.
2.5.1 Water Requirements
The WGS requires very high-quality water to work properly in accordance with Belco specifications.
Accordingly, the Project has been carefully designed to minimize potable water usage. Those waterreducing features include installing the replacement economizer, the Belco vane/droplet separator, and the stack droplet separator, which are discussed above. Most of the Project’s water usage is the makeup water to the WGS, which compensates for water losses through purge to the PTU and evaporation in the scrubber. The Project’s water use is expected to range from approximately 328,000 GPD to 441,000 GPD, with an average of 387,000 GPD. For context, this average water use is approximately 6% of the Facility’s typical potable water usage.
During FCCU unplanned events or equipment malfunctions that could produce more than typical particulate in the flue gas, additional quench water would be supplied from the Facility’s fire water system if needed. The purge rate to the Clarifier would be increased to help reduce the concentration of suspended solids in the WGS following the upset event.
2.5.2 Energy
The WGS Project will have an electrical demand of 822 kiloWatts to operate the new electrical equipment (e.g. pumps). The Project electrical load requirements are summarized in Table 2-6. Where A/B loads are shown for a specific service, only one motor runs at a time. Where A/B/C loads are shown, two of three motors run at any one time.
3 Final Staff Report-Proposed Amendments to Regulation 6,Rule 5: Particulate Emissions from Petroleum Refinery Fluidized Catalytic Cracking Units. 20210525_13_fsr_0605-pdf.pdf (baaqmd.gov) 128
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Table 2-6: Summary of Energy Requirements
2.5.3 Other Utilities
The WGS Project will require additional utilities, including instrument air and cooling water to operate effectively and efficiently. The Project will install three utility stations providing steam, plant air and water for occasional use. The utility steam, plant air and water will tie into the existing utility systems at the FCCU. The instrument air will provide compressed air for operation of plant instrumentation.
Recirculated cooling water from the existing FCCU cooling water tower will be circulated through the PTU cooler, which is used to cool the scrubber effluent. Maximum usage rates are summarized in Table 2-7.
Table 2-7 : Summary of Utility Requirements
Utility Requirement Purpose
Instrument Air 1,681 standard cubic feet permit scfh Provide air for instrumentation Cooling Water 1,972,947 MMBtyu/hr; 174 GPM Recirculate cooling water used at PTU cooler
1.The cooling water circulated at the PTU is not expected to affect the existing FCCU cooling water tower operation or water consumption because the circulation rate at the PTU is about 0.3% of typical FCCU cooling tower recirculation rate.
Device Description
Number
of Units
Installed
Number of
Units
Operation
Rated
Power
Operating
Load
Electric
Load per
Motor
Total
Electrical
Load
(hp) (hp) (kW) (kW)
Soot Blowers 8 8 1.5 0.2 0.15 0.15
Seal Air Fans 1 1 15 10 7.46 7.46
Clarifier Mix Tank Agitator 1 1 5 5 3.73 3.73
Clarifier Rake 1 1 5 5 3.73 3.73
Oxidation Tank Mixers 2 1 20 20 14.92 14.92
Oxidation Blowers 3 2 75 34 25.36 50.73
Make-up Water Pump 2 1 30 22 16.41 16.41
Spray Tower Pump 3 2 200 152 113.39 226.78
Filtering Module Pump 2 1 700 658 490.87 490.87
Coagulant Metering Pump 1 1 0.5 0.5 0.37 0.37
Filtrate Sump Pump 1 1 5 1.9 1.42 1.42
Caustic Supply Pump 2 1 5 1.8 1.34 1.34
PTU Effluent Pumps 2 1 10 6 4.48 4.48
Total 822 kW
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2.5.4 Wastewater Discharge Requirements
Wastewater generated at the WGS will be managed at the Facility wastewater treatment plant (WWTP). The Facility’s WWTP is regulated under National Pollution Discharge Elimination System (NPDES) permit Number CA0005134. The wastewater generated at the WGS will be routed to process sewers, and then flow to the No. 13 Oil Water Separator. Wastewater generation is expected to increase at a maximum flow rate of 87,000 GPD, which is about approximately 1% of the No. 13 Separator’s average flow rate of 7,412,000 GPD. Discharge from the No. 13 Separator flows to a bioreactor consisting of an aeration basin and settling basin. Discharge from the bioreactor flows through granular activated carbon. Treated Facility wastewater is discharged to San Pablo Bay via discharge point E-001. Location of E-001 is shown below in figure 2-7.
Figure 2-7: Wastewater Treatment Plant E-001
2.5.5 Hazardous Materials
The Project will pump 15% sodium hydroxide by weight and 85% by weight water solution into the scrubber on a continuous basis at a rate of approximately 4,320 GPD. NaOH solution will be supplied from an existing storage tank through new piping. The sodium hydroxide is used to maintain the pH of the scrubbing solution and neutralize the SOx emissions, forming sodium sulfate as a byproduct.
Sodium hydroxide is designated as a hazardous material for corrosivity. With usage at approximately 4,320 GPD, the Project will require approximately one additional tank truck of 50% sodium hydroxide 50% water solution per day to be delivered to the Facility. The solution is diluted with water in the tank. This water usage was included in the WGS estimated water consumption previously mentioned. 130
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The Project will feed a polymer coagulant into the PTU to agglomerate the catalyst fines into larger, faster settling particles which will improve the solids removal efficiency of the clarifier. Typically, polymer coagulants are designated by California Code of Regulations (CCR) Title 22 as non-hazardous organic compounds. Polymer usage is estimated at 13 pounds per hour, or about one 55-gallon drum of liquid coagulant every 2 days. Shipment of coagulant would require approximately one additional truck trip per month to the Facility. Partial truckloads may occur if the supplier combines Chevron’s order with orders from other customers. Thus two or more truck trips may occur per month for coagulant delivery.
2.5.6 Waste
Purge water would be discharged from the WGS at a maximum rate of approximately 60 gallons per minute (GPM). Approximately 38 pounds per hour (166 dry tons per year) of catalyst fines would be collected in the Filter Bins. There are two management options available for this waste:
Following dewatering, catalyst fines collected from the WGS would be tested to determine if the FCCU catalyst exceeds the values given in CCR Title 22, Section 66268.106(a), Table I-C. If offsite Portland cement kilns cannot accept wet waste, the catalyst fines would be managed as hazardous waste. The waste would be shipped to the Buttonwillow landfill, or an alternative hazardous waste landfill. This is the disposal option that is anticipated. Provided that the FCCU catalyst fines do not exceed the values given in Table I-C, Section 66268.106(a), with some exceptions, the catalyst may be recycled at Portland cement kilns as the substitute of alumina and silica in the kiln feed. This management approach is consistent with the way that catalyst fines from the existing ESP are managed. This option would only be available if the off-site cement kiln can accept wet waste.
131
June 25, 2024
City Attorney's Office
DATE: June 25, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Dave Aleshire, City Attorney
Shannon Moore, Chief Assistant City Attorney
Nickie Mastay, Deputy City Manager- Internal Services
Sharrone Taylor, Director of Human Resources
Subject: Legal Service Agreement Amendments with Three Firms to Perform Confidential Personnel Investigations
FINANCIAL IMPACT: These services are considered part of the program administration costs and accounted for in the Fiscal Year 2024-2025 Human Resources and Risk Management
budgets. The services are provided at an hourly rate so the actual amount could be less. (Human Resources
Legal Services 01181016-400206 and Risk Management
Legal Service – Non-General Fund 50182316-400206).
PREVIOUS COUNCIL
ACTION:
January 11, 2022
April 26, 2022
STATEMENT OF THE
ISSUE:
The City Council’s approval is needed to amend the
terms and payment limits of the legal services agreement with Kramer Workplace Investigations, Oppenheimer
Investigations, and Ellis Investigations for employment attorneys to conduct confidential personnel
investigations.
AGENDA
REPORT
132
June 25, 2024
RECOMMENDED ACTION: APPROVE amendments to the legal services agreement with Kramer Workplace Investigations, Oppenheimer
Investigations, and Ellis Investigations to extend the term to June 30, 2025, and increase the limit for an amount
not-to-exceed $100,000 for Kramer Workplace
Investigations, contract amount not-to-exceed $170,000
for Oppenheimer Investigations Group, and contract
amount not-to-exceed $200,000 for the Ellis
Investigations to conduct confidential personnel
investigations – City Attorney’s Office/Human Resources Department (Dave Aleshire/Shannon Moore/Nickie
Mastay/Sharrone Taylor 510-620-6600).
DISCUSSION:
The City is responsible for addressing complaints of discrimination, harassment, and retaliation by promptly conducting thorough and unbiased personnel investigations.
Additionally, the City investigates other workplace issues, including employee complaints, when necessary.
When an external personnel investigation is required, the City enlists the services of specialized firms such as Kramer Workplace Investigations, Oppenheimer Investigations Group, and Ellis Investigations, all of which have highly skilled employment law attorneys to conduct personnel investigations. These firms specialize in workplace investigations related to allegations of discrimination, harassment, retaliation, misconduct, and disciplinary matters. They have previously conducted investigations for the City and have proven satisfactory in their services. Continuing the working relationship with these firms will ensure the ongoing critical investigations and provide stability and consistency in the investigations process.
These firms responded to the Request for Proposals (RFP) sent out by the City Attorney's Office in 2018 and 2021 and are on the approved vendor list. The City Attorney's Office and the Human Resources Department is now requesting approval to extend the legal services agreements by an additional year and increase the limit to allow enough time to issue another RFP for confidential investigations. In addition, several high-priority investigations are currently underway, and it is essential that these investigations continue to completion.
RECOMMENDATION:
The City Attorney's Office and the Human Resources Department recommend approving the legal services agreements with Kramer Workplace Investigations, Oppenheimer Investigations Group, and Ellis Investigations for conducting confidential personnel investigations.
DOCUMENTS ATTACHED:
Attachment 1 – Kramer Workplace Investigations Legal Service Agreement 133
June 25, 2024
Attachment 2 – Kramer Workplace Investigations Legal Services Agreement Amendment 1
Attachment 3 - Kramer Workplace Investigations Legal Service Agreement Amendment 2 (Proposed)
Attachment 4 – Oppenheimer Investigations Group Legal Service Agreement Attachment 5 - Oppenheimer Investigations Group Legal Service Agreement Amendment 1
Attachment 6 – Oppenheimer Investigations Group Legal Service Agreement Amendment 2 (Proposed)
Attachment 7 – Ellis Investigations Legal Service Agreement Attachment 8- Ellis Investigations Legal Service Agreement Amendment 1 Attachment 9- Ellis Investigations Legal Service Agreement Amendment 2 Attachment 10- Ellis Investigations Legal Service Agreement Amendment 3 (Proposed) 134
1 LEGAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RICHMOND
AND
KRAMER WORKPLACE INVESTIGATIONS
PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 9TH day of DECEMBER, 2021 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and KRAMER WORKPLACE INVESTIGATIONS comprised of attorneys who conduct personnel investigations (“Investigators” or “Special Counsel”) with its principal place of business located at P.O. BOX 266, DANVILLE, CA 94526.. Investigators may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
The following recitals are as follows:
A. City desires to secure professional services more fully described in this Agreement; and, B. Kramer Workplace Investigations represents that it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.
AGREEMENT PROVISIONS
The Parties agree as follows:
1. RETENTION OF FIRM.
City hereby retains and authorizes Kramer Workplace Investigations to provide investigatory legal services as may be requested, from time to time in writing by the City Attorney on an as-needed basis.
2. DESCRIPTION OF SERVICES TO BE PROVIDED.
See “Scope of Work” in Exhibit A.
3. TERM OF AGREEMENT.
The services of Kramer Workplace Investigations are to commence upon DECEMBER 9, 2021 and shall terminate on DECEMBER 31, 2022, unless the parties extend the DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70 135
2 Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.
4. ASSIGNMENT OF DUTIES.
It is contemplated that no other attorney will be assigned from Special Counsel other than KAREN KRAMER. It is agreed by and between the Parties that should it be desirable for any attorney other than the attorneys listed above to work under this Agreement, such attorney may be added only with the express written consent of the City Attorney.
5. PUBLIC FUNDING.
Investigators and City mutually recognize that Investigator’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Investigators scrupulously adhere to principles of moderation, frugality and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost-effective representation in all aspects of this Agreement.
6. PAYMENT FOR SERVICE.
In consideration for Kramer Workplace Investigations’ performance of legal services on behalf of City under the terms of this Agreement, the firm shall be compensated at the preapproved hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference. Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.
7. BILLING INVOICES.
Kramer Workplace Investigations shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement. Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted to [email protected].
8. BILLING.
Kramer Workplace Investigations shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service. Kramer Workplace Investigations shall not use legal professionals for secretarial work and under no circumstances shall Investigators DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70 136
3 have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by an assistant or secretary.
9. TERMINATION.
Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Kramer Workplace Investigations may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of attorneys under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Kramer Workplace Investigations agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.
10. CONFLICTS OF INTEREST.
No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.
11. ASSIGNMENTS AND SUCCESSORS IN INTEREST.
City and Kramer Workplace Investigations bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.
12. AUDITS, RECORDS, AND DOCUMENTATION.
A. The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement.
Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.
B. Kramer Workplace Investigations shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Kramer Workplace Investigations shall maintain and preserve all such DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70 137
4 records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City. Upon written notice by the City, Kramer Workplace Investigations shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.
13. NON-DISCRIMINATION.
A. Karen Kramer Workplace Investigations agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor. Said Section
2.28.030 is, by this reference, a part of this Agreement.
B. If Kramer Workplace Investigations is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement.
Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
14. INDEMNIFICATION.
Special Counsel agrees to indemnify the City against all damages caused by Special Counsel’s intentional or negligent acts, errors or omissions (including, without limitation, professional negligence) in the performance of professional services. City agrees to indemnify the Special Counsel against all damages caused by the City’s intentional or negligent acts. Neither the Special Counsel nor the City shall be obligated to indemnify the other party in any manner whatsoever for the other party's negligence.
Notwithstanding the foregoing, Special Counsel shall have no obligation to indemnify the City for any actions, claims, complaints, damages or demands, liability, costs, losses and expenses, actual or threatened, brought by an employee, agent or witness arising from the issues under investigation.
15. INSURANCE REQUIREMENTS.
Kramer Workplace Investigations shall maintain in full force and effect the following insurance policies:
A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
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5 C. Business automobile liability insurance policy; and, D. Professional liability policy.
Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, endorsements, certificates of insurance and coverage verifications as defined in Exhibit D, attached to this Agreement and incorporated by this reference.
16. CONFIDENTIALITY AND MEDIA STATEMENTS.
The data, information and reports acquired or prepared by Kramer Workplace Investigations in connection with matters upon which the City has retained Kramer Workplace Investigations shall not be shown or distributed to any other public or private person or entity except as authorized in writing by the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Kramer Workplace Investigations or other such information, documents, records, data or other materials to which the Kramer Workplace Investigations has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Kramer Workplace Investigations shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney. Special Counsel shall not provide any written or oral statements to the media without the prior written authorization of the City Attorney.
17. AMENDMENTS.
This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to this Agreement.
18. NOTICES.
All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected] and to Special Counsel at its principal place of business listed on page one of this Agreement.
Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.
19. LAW GOVERNING AGREEMENT.
This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.
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6 20. INVALID PROVISIONS.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby.
21. LICENSE REQUIREMENTS.
Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required.
22. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE
STATEMENT.
Kramer Workplace Investigations agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordinance No. 12-18). The firm must submit the Sanctuary City Compliance Statement included herein as Exhibit C along with the bid or proposal prior to execution of the contract.
23. COUNTERPARTS.
This Legal Services Agreement may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.
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7 The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
KRAMER WORKPLACE
INVESTIGATIONS
By:
Title: _______________________________
Date: _______________________________
CITY OF RICHMOND
____________________________
City Manager
Name:______________________
Date: _______________________
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
__________________________
City Clerk
DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC President
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3/3/2022
141
Exhibit A
8 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall provide gender-based harassment advice. See attached engagement letter.
City of Richmond Contact Attorney: Bruce Soublet, Sr. Assistant City Attorney Hourly Rates:
INVESTIGATION $345/hour
TETIMONY $445/hour
PARALEGAL(S) $150/hour
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Ten Thousand Dollars ($10,000).
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Exhibit B
9 BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.
These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation. Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.
I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets).
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Exhibit B
10 II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified.
c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.
When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing. f. Only those attorneys approved by the City may bill on the case. g. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
h. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
i. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past.
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Exhibit B
11 j. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
k. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
l. Training time is not billable. Law clerks may be used only with prior approval. m. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
n. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
o. City reserves the right to require additional substantiation of any item of claimed expense.
III.REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
• Actual printing costs;
• Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
• Actual cost of postage (including express mail delivery charges); • Facsimile charges at the rate of $0.25 per page;
• Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services;
• Actual cost of long distance telephone calls;
• Transcription and reporter's fees; and
• Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services.
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Exhibit B
12 e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges.
h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.
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Exhibit C
13 SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, an authorized agent of Kramer Workplace Investigations (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.
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 _____________, 202__, at ____________________, California.
Printed Name: ___ Title:
Signed: Date:
Business Entity:
Vendor SCCO Compliance Statement (Augt2020)
DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC Kramer Workplace Investigations
Karen Kramer
Danville
2/18/2022
President
2/18/2022
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Exhibit D
14 City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
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Exhibit D
15 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
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.
PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million
REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
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Exhibit D
16 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claimsmade 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 Manager. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place.
Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70 150
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Second Amendment to Agreement for Legal Services
A-1
SECOND AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
BETWEEN
THE CITY OF RICHMOND
AND
KRAMER WORKPLACE INVESTIGATIONS
This Fourth Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and KRAMER WORKPLACE INVESTIGATIONS (“Special Counsel”) (the "Second Amendment") is entered into as of June 25, 2024, by and between the City and Special Counsel with reference to the following facts:
RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and Cityrelated entities on December 9, 2021 for an amount not to exceed $10,000 and term ending December 9, 2020; and
WHEREAS, the City and Special Counsel entered into the First Amendment to the Original Agreement to increase the compensation by $40,000 on December 9, 2021; and WHEREAS, the City now desires for Special Counsel to continue its representation of the City and increase the compensation and extend the time; and WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation by $50,000.00 and extend the term to June 30, 2025; and
WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this Second Amendment.
NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:
1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this Second Amendment.
2. Effect of Second Amendment. Except as provided in this Second Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this Fourth Amendment increases the compensation limit by $50,000.00 and extend the term to June 30, 2025.
3. Counterparts. This Second Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.
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Second Amendment to Agreement for Legal Services
A-2
IN WITNESS WHEREOF, the City and Special Counsel have caused this Second Amendment to be effective as of the last date written above.
CITY OF RICHMOND KRAMER
WORKPLACE INVESTIGATIONS
________________________ By __________________________
Mayor
Title _________________________
Attest:
By: _____________________
City Clerk
Approved as to form:
By: _____________________
City Attorney
159
Second Amendment to Agreement for Legal Services
A-3
Attachment 1
SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall handle municipal law litigation matter(s) and appeal(s) at the direction of the City Attorney.
(City of Richmond Contact Attorney: Shannon L. Moore, Chief Assistant City Attorney) Schedule of Fees & Charges:
Hourly Rates
ATTORNEY INVESTIGATION ATTORNEY $345/hour
ASSOCIATE ATTORNEY INVESTIGATION $245-295/hour
ATTORNEY TESTIMONY $445/hour
ASSOCIATE ATTORNEY TESTIMONY $345-395/hour
PARALEGAL(S) $150/hour
Compensation:
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed One Hundred Thousand ($100,000) for attorneys’ fees and reimbursements. 160
1 LEGAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RICHMOND
AND
OPPENHEIMER INVESTIGATIONS GROUP LLP
PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 6TH day of MARCH, 2020 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and OPPENHEIMER INVESTIGATIONS GROUP LLP comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at 1442A WALNUT STREET #234, BERKELEY, CA 94709. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
The following recitals are as follows:
A. City desires to secure professional services more fully described in this Agreement; and, B. Special Counsel represents that it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.
AGREEMENT PROVISIONS
The Parties agree as follows:
1. RETENTION OF FIRM.
A. City hereby confirms, retains and authorizes Special Counsel to represent City and provide legal services as may be requested, from time to time, orally or in writing, by authorized representatives of City on an as-needed basis. By this Agreement, City is retaining Special Counsel and not individual members of the Special Counsel. Special Counsel’s client is the City, as a public entity, and not any of its individual members, groups of individuals or any other entity.
B. The Special Counsel shall report to and receive direction from the City Attorney only and not from any other Department Head or City staff.
C. Special Counsel shall perform such legal services for and on behalf of City under the primary direction of the City Attorney. Special Counsel shall undertake, subject to approval of the City Attorney, additional duties as may be authorized by City from 161
2 time to time under the terms and conditions of this Agreement.
2. DESCRIPTION OF SERVICES TO BE PROVIDED.
[See “Scope of Work” in Exhibit A] .
3. TERM OF AGREEMENT.
The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on JUNE 30, 2023, unless the parties extend the Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.
4. ASSIGNMENT OF DUTIES.
It is contemplated that no other attorney will be assigned from Special Counsel other than VIDA THOMAS, ZENETA SEIDEL, AND ALEZAH TRIGUEROS. It is agreed by and between the Parties that should it be desirable for any attorney other than VIDA THOMAS, ZENETA SEIDEL, AND ALEZAH TRIGUEROS to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.
5. PUBLIC FUNDING.
Special Counsel and City mutually recognize that Special Counsel’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Special Counsel scrupulously adheres to principles of moderation, frugality and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost effective representation in all aspects of this Agreement.
6. PAYMENT FOR SERVICE.
In consideration for Special Counsel’s performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of Special Counsel’s bill by the City Attorney, Special Counsel shall be compensated at the preapproved hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference.
Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney.
Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.
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3 7. BILLING INVOICES.
Special Counsel shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement. Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted to [email protected].
8. PROJECT PLAN AND BUDGET AND RESERVES.
Special Counsel shall provide a project plan and budget for any project or case assigned to Special Counsel under this Agreement. Project plans and budgets shall conform to the guidelines set forth in Exhibit C (Project Plan and Budget) and Exhibit D (Mandatory Case Reporting Policy), when the case is reportable to the City’s excess insurance carrier, California Joint Powers Risk Management Authority (CJPRMA). If the case is reportable to CJPRMA, Special Counsel shall provide an initial report notifying them of the claim or lawsuit within 30 days of receipt of the assignment and the estimated exposure. The City Attorney and Risk Manager shall be copied on all correspondence sent to CJPRMA.
9. LITIGATION GUIDELINES.
When litigation is included in the scope of work, litigation guidelines as specified in Exhibit E are to be followed.
10. BILLING.
Special Counsel shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service. Special Counsel shall not bill for hours other than those hours expressly devoted to the tasks approved in advance by the City Attorney. Special Counsel agrees it will not bill for time, which is not specifically devoted to the task(s). Special Counsel shall not use legal professionals for secretarial work and under no circumstances shall Special Counsel have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by a law clerk, assistant or secretary.
11. STATUS REPORTS.
Special Counsel shall, every thirty (30) days, submit via electronic mail a written update setting forth a summary of activities performed on behalf of City during the preceding month, the current status of each pending matter, results obtained or expected to be obtained, a summary of invoices for the preceding month and other information relating to the services rendered as City may reasonably request. The update should be emailed to the City Attorney with a copy to the Risk Manager and CJPRMA, if applicable. Please 163
4 keep the status reports brief and spend no more than one (1) hour billing for your time.
Please also attach any referenced filings to your status report.
12. TERMINATION.
Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.
13. CONFLICTS OF INTEREST.
A. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.
B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to supersede all applicable rules of professional conduct relating to conflict of interest.
14. ASSIGNMENTS AND SUCCESSORS IN INTEREST.
City and Special Counsel bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.
15. AUDITS, RECORDS, AND DOCUMENTATION.
A. The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement. Special Counsel shall assist the City in 164
5 responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.
B. Special Counsel shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Special Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City.
Upon written notice by the City, the Special Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.
16. NON-DISCRIMINATION.
A. As set forth in Chapter 2.28 of Richmond Municipal Code, no discrimination will be made in the employment of any person under this Agreement because of race, religious creed, sex, sexual orientation, national origin or ancestry. Special Counsel agrees to meet all requirements of the Richmond Municipal Code pertaining to nondiscrimination in employment.
B. If Special Counsel is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
17. HOLD HARMLESS/INDEMNIFICATION.
Special Counsel agrees to indemnify, hold harmless, release and defend to the maximum extent permitted by law, and covenants not to sue, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney’s fees and costs of litigation) which in whole or in part result from, or arise out of, any negligent acts, errors or omissions (including, without limitation, professional negligence) of Special Counsel, its employees, representatives, subcontractors, or agents in connection with the performance of this Agreement. This Agreement to indemnify, hold harmless, release and defend includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Special Counsel and its employees or agents, and members of the general public).
18. INSURANCE REQUIREMENTS.
Special Counsel shall maintain in full force and effect the following insurance policies:
A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
165
6 C. Business automobile liability insurance policy; and, D. Professional liability policy.
Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, endorsements, certificates of insurance and coverage verifications as defined in Exhibit G, attached to this Agreement and incorporated by this reference.
19. CONFIDENTIALITY AND MEDIA STATEMENTS.
The data, information and reports acquired or prepared by Special Counsel in connection with matters upon which the City has retained Special Counsel shall not be shown or distributed to any other public or private person or entity except as authorized by the City Attorney and in no event prior to having been first disclosed to the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Special Counsel or other such information, documents, records, data or other materials to which the Special Counsel has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Special Counsel shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney. Special Counsel shall not provide any written or oral statements to the media without the prior written authorization of the City Attorney.
20. AMENDMENTS.
This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to this Agreement.
21. ENGAGEMENT OF OTHER COUNSEL, SPECIALISTS, OR EXPERTS.
Special Counsel will not engage or otherwise incur an obligation to pay other counsel, specialists, or experts for services in connection with this Agreement without the prior written approval of the City Attorney.
22. NOTICES.
All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected] and to Special Counsel at its principal place of business listed on page one of this Agreement.
Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.
23. LAW GOVERNING AGREEMENT.
166
7 This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.
24. INVALID PROVISIONS.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby.
25. LICENSE REQUIREMENTS.
Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required.
26. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE
STATEMENT.
Contractor agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordinance No. 12-18). Contractor must submit the Sanctuary City Compliance Statement included herein as Exhibit F along with the bid or proposal prior to execution of the contract.
167
8 The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
OPPENHEIMER INVESTIGATIONS
GROUP LLP
By:_______________________________
Title:_____________________________
CITY OF RICHMOND
____________________________
Mayor
Name:______________________
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
__________________________
City Clerk
168
Exhibit A
9 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall conduct confidential personnel investigations.
City of Richmond Contact Attorney: Shannon L. Moore, Sr. Assistant City Attorney Schedule of Fees & Charges:
Hourly Rates
VIDA THOMAS $420/hour
ZENETA SEIDEL $360/hour
ALEZAH TRIGUEROS $360/hour
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of One Hundred Twenty Thousand Dollars ($120,000) for attorneys’ fees and reimbursements. 169
Exhibit B
10 BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.
These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.
Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.
I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets). 170
Exhibit B
11 II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.
When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
171
Exhibit B
12 j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.
III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
• Actual printing costs;
• Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
• Actual cost of postage (including express mail delivery charges); • Facsimile charges at the rate of $0.25 per page;
• Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services;
• Actual cost of long distance telephone calls;
• Transcription and reporter's fees; and
• Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. 172
Exhibit B
13 b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities. 173
Exhibit C
14 PROJECT PLAN AND BUDGET
Project plans and budgets should conform to the following guidelines:
a. The project plan shall include a projection of recommended strategies and actions to be taken in the project and a range of costs for each such strategy or action. b. If the scope of work includes representation of the City in litigation, the project plan shall include the following elements, with explanations:
• Anticipated total costs;
• The primary issues;
• The probability of success; and
• A settlement/trial recommendation
The project plan will be modified during the litigation as the need arises. c. The project budget shall include an estimate of the attorneys' hours and fees and disbursements during each phase and/or activity. All anticipated expenses must be listed and costs estimated.
d. In the event of litigation, the project budget shall include, but not be limited to, estimates for:
• Pre-commencement (legal and factual research for the complaint or answer); • Pleadings;
• Preliminary motions;
• Initial discovery;
• Factual investigation of merits (interviewing clients, employees and third parties);
• Review and abstract City's documents;
• Expert (non-medical) investigation and reports;
• Medical experts and examinations;
• Legal research on merits;
• More thorough discovery (including the identity of deponents and expected costs of each deposition and preparation);
• Settlement negotiations;
• Trial preparation; and
• Trial.
e. The project budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. f. The project budget is not a fixed fee agreement and is subject to revision. g. Special Counsel shall provide revisions to the project plan or budget at the request of the City Attorney.
174
Exhibit C
15 h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement. 175
Exhibit D
16 California Joint Powers Risk Management Authority
Mandatory Case Reporting Policy
Pursuant to Section VII (Conditions) of the Memorandum of Coverage, the following rule is applicable to all cases reported to CJPRMA.
The Authority shall be entitled to complete access to the covered party’s claim file, the defense attorney’s complete file, and all investigation material and reports, including all evaluations and information on negotiations. The covered party shall be responsible to report the progress of the litigation and any significant developments at least quarterly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the covered party by its defense attorneys and/or its agents.
In addition, the CJPRMA Board of Directors has adopted the following mandatory case reporting standards:
1) Defense counsel is expected to provide a written analysis of liability and exposure in any reported claim no later than ninety days following receipt of the file from the member agency. CJPRMA understands that the liability picture may develop as discovery is ongoing, but this does not excuse the responsibility of providing an early, objective analysis of the file, subject to later developments. An early analysis not only permits the JPA member to set an accurate reserve level, but also permits the member entity to decide whether to actively litigate the case, try to settle the case, or limit discovery based upon the exposure.
2) The initial status report should provide, at a minimum, a brief synopsis of the facts giving rise to the lawsuit; the status of the pleadings, including any discussions of demurrers or motions to dismiss, or cross-complaints; a summary and analysis of plaintiff’s injuries, damages and exposures in the case; an initial impression of liability; any requests for additional investigation; a brief outline of the discovery planned; and an evaluation of anticipated litigation costs. The report need not be lengthy, and typically might not exceed three to five pages, but must address the issues directly and in a straightforward manner so that the member entity and CJPRMA can set cost and loss reserves as necessary.
3) Defense counsel is responsible to report, in writing, the setting of a trial date, settlement conference date, hearing date on motion for summary judgment or similar dispositive motion in any litigated case, within one week of the date on which a court establishes such date.
4) Defense counsel is responsible to report, in writing, all settlement demands or offers within one week of the time the offer is made or the demand is received. 176
Exhibit D
17 5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This need not be a multi-page deposition summary, but must, at a minimum, include a concise report of major events occurring at the deposition, and an evaluation of the effect of the deposition testimony on the case. 6) Finally, no later than sixty days before the date set for trial in any case, defense counsel is responsible to report, in writing, on (1) an assessment of liability in the case, (2) the adverse potential exposure if liability is found, (3) a concise summary of injuries sustained and/or claims, (4) an assessment of any other factors (such as local jury tendencies, appearance of important witnesses, etc.) that may affect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status reports from defense counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.
This policy is designed to protect the member entity and CJPRMA, so that they can make informed litigation decisions on reported cases. Past experience has shown that defense counsel retained by the member entities of CJPRMA are high-caliber, hard working attorneys who have done very well for their clients, and CJPRMA is grateful for their efforts. Defense counsel are cautioned, however, that case reporting is given a high priority by CJPRMA and its members, and is a major consideration in evaluating counsel’s performance. 177
Exhibit E
18 LITIGATION GUIDELINES
The following guidelines should be followed when the scope of work includes representing the City in litigation:
a. The Special Counsel shall consult the City Attorney regarding the component parts of litigation handled so that the City Attorney, in consultation with the City Council, if necessary, can determine whether a particular activity is reasonable in light of its costs and benefits.
b. The City Attorney must approve the identity and number of staff assigned to the litigation, and any changes.
c. All pleadings shall be submitted to the City Attorney for review prior to filing. d. Copies of major work product, pleadings, motions, orders, decisions, research memoranda, reports on significant developments, and quarterly status reports shall be submitted to keep the City Attorney advised of any major developments in the lawsuit.
Such copies shall be provided in electronic format compatible with software in the City Attorney’s office.
e. Generally, the City Attorney will rely upon Special Counsel for guidance on litigation strategy. Nonetheless, prior approval from the City Attorney is necessary for demurrers, motions for summary judgment and discovery motions.
f. City expects that Special Counsel will resolve all discovery disputes without court intervention. If this is impossible due to the conduct of others, please inform the City Attorney immediately. City’s intent is to have discovery be fair and open with the money spent on reviewing relevant items that are discovered, not on discovery battles. g. Provide full descriptions of legal tasks performed. This will help the City Attorney follow case development and understand Firm’s strategy. h. Some types of litigation-related expenses require prior approval by the City Attorney, including, but not limited to, experts and investigators. Expenses over a certain dollar amount always require prior approval. See Section III (Reimbursements) of Exhibit B (Billing Protocols and Guidelines) of this Agreement for a list of those expenses that may be reimbursed.
178
Exhibit F
19 SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”).
Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing.
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)
179
Exhibit G
20 City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess
limits combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
180
Exhibit G
21 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
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.
PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million
REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as 181
Exhibit G
22 broad as specified for underlying coverage’s and cover those insured in the underlying policies.
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claimsmade 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 Manager. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place.
Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
182
Exhibit G
23 Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable 183
1 Second Amendment to Agreement for Legal Services
SECOND AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
BETWEEN
THE CITY OF RICHMOND
AND
OPPENHEIMER INVESTIGATIONS GROUP LLP
This Second Amendment to the legal services agreement between the City of Richmond, (“City”), and OPPENHEIMER INVESTIGATIONS GROUP LLP comprised of attorneys who conduct personnel investigations (“Investigators”) (the “Second Amendment”) is entered into as of JULY 1, 2023 by and between the City and Investigators with reference to the following facts:
RECITALS
WHEREAS, the City and Investigators entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities; and WHEREAS, the City now desires for Investigators to continue its representation of the City and to extend the term of the agreement to JUNE 30, 2024; and
WHEREAS, the City and Investigators now desire for Investigators to include Tina RoConnolly, Tracey Merwise, Danielle Drossel, Ilona Turner, Jack Morse, Erik Roper, Rachel Reddick, Sandy Fu, Renee Jansen, Madeline Buitelaar, Ashlyn Clark, Maria Walker, Garrett Smith, Jeanette Boykins and Neil Bautista in its representation of the City; and WHEREAS, the City and Investigators desire to amend the Original Agreement pursuant to this Second Amendment.
NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Investigators agree as follows:
1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this Second Amendment.
2. Effect of Second Amendment. Except as provided in this Second Amendment, all other terms of the Original Agreement shall remain in full force and effect.
3. Counterparts. This Second Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument. [Signatures on following page]
DocuSign Envelope ID: 32528867-EA7C-49C7-ACFA-F4EDE70CBF6C DocuSign Envelope ID: 95978EF3-4051-4FC1-9DC0-9943815CD6BA 184
2 Second Amendment to Agreement for Legal Services
IN WITNESS WHEREOF, the City and Investigators have caused this Second Amendment to be effective as of the last date written above.
CITY OF RICHMOND OPPENHEIMER INVESTIGATIONS
GROUP LLP
________________________ By __________________________
Mayor
Title ________________________
Date____________________ Date _________________________ Attest:
By: _____________________
City Clerk
Approved as to form:
By: _____________________
City Attorney
DocuSign Envelope ID: 32528867-EA7C-49C7-ACFA-F4EDE70CBF6C 6/21/2023
Managing Partner
DocuSign Envelope ID: 95978EF3-4051-4FC1-9DC0-9943815CD6BA 8/11/2023
185
3 Second Amendment to Agreement for Legal Services
Attachment 1
SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Investigators shall conduct confidential personnel investigations.
Schedule of Fees & Charges:
Hourly Rates
AMY OPPENHEIMER $645/hour
VIDA THOMAS $495/hour
TINA RO-CONNOLLY $445/hour
ZANETA SEIDEL $445/hour
TRACEY MERWISE $445/hour
DANIELLE DROSSEL $445/hour
ILONA TURNER $445/hour
ALEZAH TRIGUEROS $395/hour
JACK MORSE $395/hour
ERIK ROPER $395/hour
RACHEL REDDICK $395/hour
SANDY FU $395/hour
RENEE JANSEN $395/hour
MADELINE BUITELAAR $335/hour
GOREV AHUJA $335/hour
ASHLYN CLARK $335/hour
MARIA WALKER $315/hour
GARRETT SMITH $315/hour
JEANETTE BOYKINS $315/hour
NEIL BAUTISTA $315/hour
JACOB, CINDY & GARRETT $195/hour
(when functioning as a writer)
INTERNS $125/hour
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Investigators.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Eighty Thousand Dollars ($80,000) for attorneys’ fees and reimbursements.
DocuSign Envelope ID: 32528867-EA7C-49C7-ACFA-F4EDE70CBF6C DocuSign Envelope ID: 95978EF3-4051-4FC1-9DC0-9943815CD6BA 186
Third Amendment to Agreement for Legal Services
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SECOND AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
BETWEEN
THE CITY OF RICHMOND
AND
OPPENHEIMER INVESTIGATIONS GROUP, L.L.P.
This Second Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and Ellis Investigations, L.C. (“Special Counsel”) (the "Second Amendment") is entered into as of June 25, 2024, by and between the City and Special Counsel with reference to the following facts:
RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) to conduct confidential personnel investigations on March 6, 2020 for an amount not to exceed $120,000 and term ending June 30, 2023; and
WHEREAS, the City and Special Counsel entered into the First Amendment to the Original Agreement to extend the term to June 30,2024; and WHEREAS, the City now desires for Special Counsel to continue its representation of the City and increase the compensation and extend the time; and WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation by $50,000.00 and extend the term to June 30, 2025; and
WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this Second Amendment.
NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:
1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this Second Amendment.
2. Effect of Second Amendment. Except as provided in this Second Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this Second Amendment increases the compensation limit by $50,000.00 and extend the term to June 30, 2025.
3. Counterparts. This Second Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.
187
Third Amendment to Agreement for Legal Services
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IN WITNESS WHEREOF, the City and Special Counsel have caused this Second Amendment to be effective as of the last date written above.
CITY OF RICHMOND ELLIS INVESTIGATIONS, L.C.
________________________ By __________________________
Mayor
Title _________________________
Attest:
By: _____________________
City Clerk
Approved as to form:
By: _____________________
City Attorney
188
Third Amendment to Agreement for Legal Services
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Attachment 1
SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall conduct confidential personnel investigations.
City of Richmond Contact Attorney: Shannon L. Moore, Chief Assistant City Attorney Schedule of Fees & Charges:
ATTORNEYS $360-420/HOUR
Compensation:
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed Two Hundred Thousand Dollars ($170,00) for attorneys’ fees and reimbursements. 189
1 LEGAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RICHMOND
AND
ELLIS INVESTIGATIONS, L.C.
PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 22ND day of OCTOBER, 2021 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and ELLIS INVESTIGATIONS, L.C. comprised of attorneys who conduct personnel investigations (“Investigators” or “Special Counsel”) with its principal place of business located at 455 CAPITOL MALL, STE.205, SACRAMENTO, CA 95814. Investigators may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
The following recitals are as follows:
A. City desires to secure professional services more fully described in this Agreement; and, B. Ellis Investigations, L.C. represents that it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.
AGREEMENT PROVISIONS
The Parties agree as follows:
The Original Agreement shall be amended and replaced in its entirety to read as follows:
1. RETENTION OF FIRM.
City hereby retains and authorizes Ellis Investigations, L.C. to provide investigatory legal services as may be requested, from time to time in writing by the City Attorney on an asneeded basis.
2. DESCRIPTION OF SERVICES TO BE PROVIDED.
See “Scope of Work” in Exhibit A.
3. TERM OF AGREEMENT.
The services of Ellis Investigations, L.C. are to commence upon OCTOBER 22, 2021 DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 190
2 and shall terminate on JUNE 30, 2023, unless the parties extend the Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.
4. ASSIGNMENT OF DUTIES.
It is contemplated that no other attorney will be assigned from Special Counsel other than LESLIE ELLIS, KATE SVINARICH, TRACY LAW, TANIA SEANPANAH and LUCY LI. It is agreed by and between the Parties that should it be desirable for any attorney other than the attorneys listed above to work under this Agreement, such attorney may be added only with the express written consent of the City Attorney.
5. PUBLIC FUNDING.
Investigators and City mutually recognize that Investigator’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Investigators scrupulously adhere to principles of moderation, frugality and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost-effective representation in all aspects of this Agreement.
6. PAYMENT FOR SERVICE.
In consideration for Ellis Investigations, L.C.’s performance of legal services on behalf of City under the terms of this Agreement, the firm shall be compensated at the preapproved hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference.
Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.
7. BILLING INVOICES.
Ellis Investigations, L.C. shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement. Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted to [email protected].
8. BILLING.
Ellis Investigations, L.C. shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service. Ellis Investigations, L.C. shall not use legal professionals for DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 191
3 secretarial work and under no circumstances shall Investigators have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by an assistant or secretary.
9. TERMINATION.
Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Ellis Investigations, L.C. may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of attorneys under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Ellis Investigations, L.C. agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.
10. CONFLICTS OF INTEREST.
No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.
11. ASSIGNMENTS AND SUCCESSORS IN INTEREST.
City and Ellis Investigations, L.C. bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.
12. AUDITS, RECORDS, AND DOCUMENTATION.
A. The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement.
Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.
B. Ellis Investigations, L.C. shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Ellis DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 192
4 Investigations, L.C. shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City. Upon written notice by the City, Ellis Investigations, L.C. shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.
13. NON-DISCRIMINATION.
A. As set forth in Chapter 2.28 of Richmond Municipal Code, no discrimination will be made in the employment of any person under this Agreement because of race, religious creed, sex, sexual orientation, national origin or ancestry.
Investigators agree to meet all requirements of the Richmond Municipal Code pertaining to nondiscrimination in employment.
B. If Ellis Investigations, L.C. is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
14. INDEMNIFICATION.
Special Counsel agrees to indemnify the City against all damages caused by Special Counsel’s intentional or negligent acts, errors or omissions (including, without limitation, professional negligence) in the performance of professional services. City agrees to indemnify the Special Counsel against all damages caused by the City’s intentional or negligent acts. Neither the Special Counsel nor the City shall be obligated to indemnify the other party in any manner whatsoever for the other party's negligence.
Notwithstanding the foregoing, Special Counsel shall have no obligation to indemnify the City for any actions, claims, complaints, damages or demands, liability, costs, losses and expenses, actual or threatened, brought by an employee, agent or witness arising from the issues under investigation.
15. INSURANCE REQUIREMENTS.
Ellis Investigations, L.C. shall maintain in full force and effect the following insurance policies:
A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
C. Business automobile liability insurance policy; and, D. Professional liability policy.
Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, endorsements, DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 193
5 certificates of insurance and coverage verifications as defined in Exhibit D, attached to this Agreement and incorporated by this reference.
16. CONFIDENTIALITY AND MEDIA STATEMENTS.
The data, information and reports acquired or prepared by Ellis Investigations, L.C. in connection with matters upon which the City has retained Ellis Investigations, L.C. shall not be shown or distributed to any other public or private person or entity except as authorized in writing by the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Ellis Investigations, L.C. or other such information, documents, records, data or other materials to which the Ellis Investigations, L.C. has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Ellis Investigations, L.C. shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney. Special Counsel shall not provide any written or oral statements to the media without the prior written authorization of the City Attorney.
17. AMENDMENTS.
This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to this Agreement.
18. NOTICES.
All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected] and to Special Counsel at its principal place of business listed on page one of this Agreement.
Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.
19. LAW GOVERNING AGREEMENT.
This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.
20. INVALID PROVISIONS.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 194
6 shall not be affected thereby.
21. LICENSE REQUIREMENTS.
Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required.
22. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE
STATEMENT.
Ellis Investigations, L.C. agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordinance No. 12-18). The firm must submit the Sanctuary City Compliance Statement included herein as Exhibit C along with the bid or proposal prior to execution of the contract.
23. COUNTERPARTS.
This Legal Services Agreement may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 195
7 The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
ELLIS INVESTIGATIONS, L.C.
By:
Title: _______________________________
Date: _______________________________
CITY OF RICHMOND
____________________________
City Manager
Name:______________________
_
Date: _______________________
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
__________________________
City Clerk
Leslie D. Ellis, Partner
11/8/21
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 Laura Snideman
11/22/2021
196
Exhibit A
8 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Ellis Investigations, L.C. shall conduct confidential personnel investigations.
Scope of Engagement:
The City understands that there are no guarantees as to the outcome of the investigation. As an independent contractor, Special Counsel has the right to determine means, manner and findings related to the investigation. The City agrees to allow Special Counsel full discretion to undertake the investigation and otherwise make findings without influencing or interfering with the outcome. The City understands and acknowledges that Special Counsel will exercise independent judgment to make whatever findings it deems are warranted based on the evidence developed in the investigation, and that this engagement is not dependent on Special Counsel making or failing to make a particular credibility determination, finding of fact or conclusion.
After conducting relevant interviews and reviewing relevant documents and information, Special Counsel will, if requested by the City, prepare a written report summarizing the investigation and findings.
Legal Services:
It is understood that in this engagement, Special Counsel and the City have an attorney-client relationship and that Special Counsel is providing professional legal services based on its professional experience and expertise. Special Counsel has been retained to use its legal skills to assist the City in developing a response to the concerns. Specifically, Special Counsel will use its expertise in employment law to arrive at findings based on its professional evaluation of the evidence. The parties intend that the investigation, including Special Counsel’s communications, work product and final investigation report, will be covered by the attorney-client privilege and attorney work product protections to the extent legally permissible, unless waived by the City.
Limited Scope Agreement:
The scope of this attorney-client representation is limited. Special Counsel will render legal advice to the City on issues limited to the investigation process. Special Counsel will conduct the investigation as an attorney in furtherance of the City seeking legal advice to resolve the underlying issues. The City will seek legal advice, as appropriate, from other counsel regarding what action to take as a result of the investigation. The scope of the investigation does not include rendering any legal conclusions, making recommendations or, in the event of litigation or administrative claim, representation of the City or anyone else involved in the litigation or claim.
Specifically, the City expressly agrees that it will look to its regular legal counsel for such services, as well as for advice with respect to issues which may arise relating to the investigation.
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 197
Exhibit A
9 This includes, without limitation: (1) the admonitions, if any, to be made to employees who are interviewed concerning confidentiality; (2) the consequences of employee failure to cooperate in the investigation; (3) the accessing of electronic and other data; (4) document retention; (5) litigation holds; (6) appropriate interim employment measures pending investigation; (7) compliance with the federal Fair Credit Reporting Act; and (8) compliance with the California Investigative Consumer Reporting Agencies Act. The City agrees it will comply with employerrequired notice and consent rules to the extent applicable, including those under Civil Code sections 1786 et seq.
The City also agrees it will look to its regular legal counsel for advice with respect to issues of attorney-client privilege, scope of privilege, waiver and work product in connection with Special Counsel’s services.
Other Work:
If called upon in the future to testify, respond to discovery about the engagement, or defend the confidentiality of the investigation in any proceeding City agrees to pay Firm for work related to such testimony or discovery at then applicable current rates for such work. In the event of a rate increase, Special Counsel will notify the City in writing before any increase becomes effective.
Attorneys’ fees for the investigator’s separate counsel in the event of the need to respond to discovery, prepare for or testify about the investigation.” Hourly Rates:
LESLIE ELLIS $435/hour
OTHER ATTORNEY INVESTIGATORS $315-435/hour
LEGAL SUPPORT SPECIALIST $185/hour
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Ten Thousand Dollars ($10,000).
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 198
Exhibit B
10 BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.
These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation. Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.
I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets).
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 199
Exhibit B
11 II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified.
c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.
When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing. f. Only those attorneys approved by the City may bill on the case. g. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
h. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
i. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past.
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 200
Exhibit B
12 j. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
k. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
l. Training time is not billable. Law clerks may be used only with prior approval. m. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
n. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
o. City reserves the right to require additional substantiation of any item of claimed expense.
III.REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
• Actual printing costs;
• Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
• Actual cost of postage (including express mail delivery charges); • Facsimile charges at the rate of $0.25 per page;
• Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services;
• Actual cost of long distance telephone calls;
• Transcription and reporter's fees; and
• Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services.
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 201
Exhibit B
13 e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges.
h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 202
Exhibit C
14 SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, an authorized agent of Ellis Investigations, L.C. (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.
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 _____________, 202__, at ____________________, California.
Printed Name: ___ Title:
Signed: Date:
Business Entity:
Vendor SCCO Compliance Statement (Augt2020)
Leslie D. Ellis Partner
11/8/21
Ellis Investigations Law Corporation
eighth November 1
Sacramento
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 203
Exhibit D
15 City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 204
Exhibit D
16 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
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.
PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million
REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 205
Exhibit D
17 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claimsmade 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 Manager. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place.
Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 206
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Third Amendment to Agreement for Legal Services
DocID #22449v1
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THIRD AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
BETWEEN
THE CITY OF RICHMOND
AND
ELLIS INVESTIGATIONS, L.C.
This Third Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and Ellis Investigations, L.C. (“Special Counsel”) (the "Third Amendment") is entered into as of July 1, 2023, by and between the City and Special Counsel with reference to the following facts:
RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) to conduct confidential personnel investigations on October 22, 2021 for an amount not to exceed $10,000 and term ending June 30, 2023; and
WHEREAS, the City and Special Counsel entered into the First Amendment to the Original Agreement to increase the compensation by $90,000 on December 21, 2021; and WHEREAS, the City and Special Counsel entered into a Second Amendment of the Original Agreement to increase the compensation by $50,000 on April 5, 2022; and WHEREAS, the City now desires for Special Counsel to continue its representation of the City and increase the compensation and extend the time; and WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation by $50,000.00 and extend the term to June 30, 2025; and
WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this Third Amendment.
NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:
1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this Third Amendment.
2. Effect of Third Amendment. Except as provided in this Third Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this Third Amendment increases the compensation limit by $50,000.00 and extend the term from July 1, 2023 thru June 30, 2025.
3. Counterparts. This Third Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument. 214
Third Amendment to Agreement for Legal Services
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IN WITNESS WHEREOF, the City and Special Counsel have caused this Third Amendment to be effective as of the last date written above.
CITY OF RICHMOND ELLIS INVESTIGATIONS, L.C.
________________________ By __________________________
Mayor
Title _________________________
Attest:
By: _____________________
City Clerk
Approved as to form:
By: _____________________
City Attorney
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Third Amendment to Agreement for Legal Services
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Attachment 1
SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall conduct confidential personnel investigations.
City of Richmond Contact Attorney: Shannon L. Moore, Chief Assistant City Attorney Schedule of Fees & Charges:
Hourly Rates
LESLIE ELLIS $435/hour
OTHER ATTORNEY INVESTIGATORS $315-435/hour
LEGAL SUPPORT SPECIALIST $185/hour
Compensation:
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed Two Hundred Thousand Dollars ($200,000) for attorneys’ fees and reimbursements. 216