CITY OF RICHMOND
STANDARD CONTRACT
Department: City Project Manager:
City Project Manager E-mail: City Project Manager Phone No:
Vendor No: Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:
Contractor Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No:
☐ A California corporation, ☐ limited liability corporation ☐ general partnership, ☐ limited partnership, ☐ individual, ☐ non-profit corporation, ☐ individual dba as [specify:] ____________________ ☐ other [specify:] _______________________________
2. Term. The effective date of this Contract is _______________________ and terminates _________________ unless terminated earlier as set forth herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $______________ (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:
FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________
4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.
5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.
10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.
11. Signatures. These signatures attest the parties' agreement hereto:
CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)
By: _________________________ By: ___________________________ Title: ________________________ Title: __________________________ Date Signed: _________________ Date Signed: ___________________
I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)
By: _________________________ By: ___________________________ City Clerk Title: __________________________
Date Signed: ____________________
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: _________________________ 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager ( set forth in Exhibit B) , perform the following services and be compensated as outlined below [or attach service plan if necessary]:
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT B
PAYMENT PROVISIONS
1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.
b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.
2. SUBMISSION OF INVOICES:
Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:
Attention: City of Richmond Finance/Account Payable
Project Manager: _______________________
P.O. Box 4046
Richmond, CA 94804
3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _______________________, before payments shall be authorized.
a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.
4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.
4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: ________________________________________________
5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:
Attn:
Email: ________________________________________________ Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT D
GENERAL CONDITIONS
1. INDEPENDENT PARTIES:
Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.
The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.
2. TIME IS OF THE ESSENCE:
Contractor and the City agree that time is of the essence regarding the performance of this Contract.
3. STANDARD OF CARE:
Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.
4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.
5. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, Contract No: ________ For the Contract between the City of Richmond and
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disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.
6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City.
b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee.
d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.
7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.
Contract No: ________ For the Contract between the City of Richmond and
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c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
8. PERMITS AND LICENSES:
Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder.
The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
9. TERMINATION:
a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.
b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
10. CONFLICT OF INTEREST:
Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under Contract No: ________ For the Contract between the City of Richmond and
_____________________________
this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
11. HOLD HARMLESS:
a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract.
b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).
12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.
The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for Contract No: ________ For the Contract between the City of Richmond and
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money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent.
c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint- venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add sub- contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.
e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.
f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.
13. SAFETY:
a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.
Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable Contract No: ________ For the Contract between the City of Richmond and
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federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.
Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.
14. INSURANCE:
Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
15. COMPLIANCE WITH ALL APPLICABLE LAWS:
a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,
2.52, 2.56, and 2.60, if applicable.
b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.
Contract No: ________ For the Contract between the City of Richmond and
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c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor.
d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.
Contractor agrees to abide by the terms and conditions of said policies.
16. INTEGRATED CONTRACT:
The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.
17. CONFLICTING PROVISIONS:
In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
18. FORCE MAJEURE:
Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
19. CONFLICT OF LAW:
This Contract shall be interpreted under, and enforced by the laws of the State of Contract No: ________ For the Contract between the City of Richmond and
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California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.
20. CLAIMS:
Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
21. INTERPRETATION:
This Contract shall be interpreted as if drafted by both parties.
22. WARRANTY:
If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
23. SEVERABILITY:
In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
24. AUTHORITY:
City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, Contract No: ________ For the Contract between the City of Richmond and
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and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.
25. WAIVER:
The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
26. COUNTERPARTS:
This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):
The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G.
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT F
INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.
1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.
Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.
Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.
Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):
Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
Contract No: ________ For the Contract between the City of Richmond and
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The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.
3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.
INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT G
SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”).
Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Printed Name: Title:
Signed: Date:
Business Entity:
Proposal to Develop a Cost Allocation Plan RICHMOND, CALIFORNIA December 2, 2024
Table of Contents
Letter of Transmittal i 1 Firm’s Experience 1 2 References 6 3 Understanding of Scope of Services 7 4 Proposed Rates and Fees 13 5 Attachments 14
December 2, 2024 Rita Martinez, Finance Manager II City of Richmond 450 Civic Center Plaza Richmond, CA 94804 Dear Ms. Martinez: Matrix Consulting Group, Ltd. is pleased to submit our proposal to develop a cost allocation plan for the City of Richmond. We understand the importance of establishing documented and defensible studies to recover direct and indirect costs. We have conducted over 300 cost-of-service studies over the past 22 years, including a Full Cost allocation Plan for the Richmond in 2023. Our experience in providing similar services and understanding of the impact and implementation issues faced by jurisdictions comes from work with various clients, including recent work with Northern California jurisdictions, including Cupertino, Daly City, Dublin, East Bay Parks Regional District, Livermore, Los Altos, Los Altos Hills, Mill Valley, Pacific Grove, Palo Alto, Mountain View, San Mateo, San Ramon, and South San Francisco. At Matrix Consulting Group, we distinguish ourselves from our competitors through our commitment to delivering unparalleled value. Our staff possess a deep understanding of service and process assumptions behind the cost of service. Our firm currently has 30 full-time and seven part-time management consultants who specialize in analyzing local government functions encompassing an entire spectrum of operational areas. Our headquarters are in California (in San Mateo and Irvine), and we maintain regional offices in the Florida, Illinois, North Carolina, Oregon, and Texas. This project will be conducted from our San Mateo and Irvine locations. If you have questions or require additional information, please contact me at 650-858-0507 or [email protected]. We look forward to discussing our proposal, team, and experience with you and to the opportunity to continue working with the City of Richmond.
Richard Brady, President Matrix Consulting Group, Ltd.
matrixconsulting group
Proposal to Develop a Cost Allocation Plan Richmond, CA
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1 Firm's Experience Matrix Consulting Group, Ltd. is a management consulting firm dedicated to providing quality analytical assistance to local and state governments. The firm was formed by experienced consultants to pursue an operating model in which analytical work is performed by senior-level staff. Our history and composition are summarized below: • Our headquarters are in California (in San Mateo), and we maintain regional offices in the Charlotte (NC), Dallas Metroplex (TX), Edwardsville (IL), Irvine (CA), Portland (OR), and the Tampa/Fort Myers (FL) area. • Since our founding 22 years ago, we have worked with over 1,700 government agencies, conducting cost-of-service and management studies and providing recommendations on operations, improvements, and cost recovery. • The market and service focus of Matrix Consulting Group has always been financial, management, staffing, and operations analysis of local government. The following outlines the core financial services provided by our firm: OMB 2 CFR Part 200 Cost Plans User Fee Studies Full Cost Plans Development Impact Fee Studies Indirect Cost Rate Proposals Fully Burdened Hourly Rates Internal Service Fund Analyses Revenue Projections No other firm better understands how public agencies operate or how to help them thrive. Cost Allocation Plan Experience Our firm has more than 22 years of experience developing Full Cost and OMB compliant Cost Allocation Plans, as well as Indirect Cost Rate Proposals for various municipal organizations in California and across the United States. Our goal is to document and define the services being provided and accurately allocate costs to all beneficiaries. The following points highlight our experience developing cost allocation plans and metrics: • Administrative Functions: Our firm has extensive experience in evaluating processes and functions associated with Finance, Human Resources, and Purchasing. From basic tasks and responsibilities to process improvement and oversight controls. Our project teams understand the core services associated with administrative functions, as well as the time associated with process completion, and are adept at helping staff determine daily, weekly, monthly, or annual time spent on a task.
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• Governmental Functions: Matrix Consulting Group has worked with and been a part of managerial studies relating to Manager and Legal services. Additionally, we have extensive experience working with, and presenting to various boards, councils, subcommittees, and the public. Our understanding of the various types of services provided allow our project teams to assess what services are best for allocation. Our team understands how these costs can and should be treated in both a Full Cost Plan and OMB compliant plan, including making staff aware of common practices, as well as aggressive allocation options. • Internal Services: Matrix Consulting Group has significant experience evaluating services and functions associated with facilities maintenance, fleet services, and information technology. While these services can be part of the general fund or internal services, their allocation is important when trying to understand the indirect costs associated with any fund, department, or program. Our project teams work with these departments to: • Indirect Cost Rate Proposals: Our firm’s experience with indirect cost rate proposals ranges from developing citywide proposals to departmental and divisional proposals. We look at all indirect costs related to the service and program area, determine if it is allowable and then set up the indirect cost rate calculation. Based upon the jurisdiction’s rate methodology we are versed in provisional, fixed final, and fixed carry forward rates. We work with our clients to review rates, outline appropriate applications, and customize templates based upon cognizant agency guidelines. Our project team members are well versed in Office of Management and Budget (OMB) guidelines for cost allocation, Generally Accepted Accounting Principles (GAAP), and best management practices outlined by the Government Finance Officers Association (GFOA) relating to cost allocation and cost recovery. We are committed to ensuring that all cost centers being allocated comply with state and local laws, use fair and equitable allocation metrics, and are documented and defensible. Recent clients of Matrix Consulting Group to whom our proposed project team have provided Cost Allocation Plan services are included in the following table: Jurisdiction Full Cost OMB ISF Indirect Rates Annual Plan Adelanto, CA X Calimesa, CA X X X Cupertino, CA X X Dublin, CA X X X East Bay RPD, CA X X X Elk Grove, CA X X X Fairfield, CA X X
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Jurisdiction Full Cost OMB ISF Indirect Rates Annual Plan Fort Bragg, CA X X X Pasadena, CA X Pacific Grove, CA X X Pomona, CA X X X Port of Long Beach, CA X X Redwood City, CA X X Richmond, CA X Sacramento Regional Transit, CA X X X Santa Barbara, CA X San Bernardino, CA X X San Mateo, CA X X X Saratoga, CA X Santa Clara, CA X X X South San Francisco, CA X X Sunnyvale, CA X X X We are happy to provide additional project details upon request. Key Personnel The proposed project team are all full-time employees of Matrix Consulting Group; we will not be partnering with any subcontractors. The following chart outlines the project team, their specific roles, and reporting structure.
The following table provides experience summaries for our proposed project team, including types and years of experience, recent clients, and project roles.
Coordination of data collection, support City staff in data development, and populate models.
Responsible for leading interviews, financial analysis, policy discussion and development.
Primary contact for the project, providing expertise in reviewing drafts and presenting results.
Project oversight and overall project approval.City of Richmond Courtney RamosPrincipal-in-Charge
Khushboo IngleProject Manager
Madison DixsonAnalystJaymee WestoverAnalystAnna BarnettAnalyst
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Courtney Ramos Sr. Vice President Experience: 19 years Ms. Ramos is a Senior Vice President and our Financial Services Practice Leader who oversees cost allocation plan, user fee, development impact fee, and cost of service engagements. Her tenure with the firm has also included participation in operational audit engagements focusing on reviewing organizational and staffing structures to enhance services. Courtney’s relevant experience includes analysis focused on development and documentation of direct and indirect costs, fair and equitable allocation methodologies; and expertise in the development of fiscal policies and procedures relating to cost of service and cost recovery. Recent Northern California clients include Daly City, East Bay Regional Parks and Recreation District Livermore, Millbrae, Milpitas, Redwood City, Richmond, San Mateo, San Mateo County Resource Conservation District, and Sunnyvale. Her role on this project would be to serve as the Principal-in-Charge, ensuring timely project deliverables, quality control, and presentation to stakeholders. Khushboo Ingle Vice President Experience: 13 years Ms. Ingle is a Vice President who manages cost allocation plan, user fee, development impact fee, and cost of service engagements. Her experience with the firm also includes participation in operational audit engagements focusing on organization, staffing, and internal processes. Recent Northern California clients include Daly City, East Bay Regional Parks and Recreation District Livermore, Millbrae, Milpitas, Redwood City, Richmond, San Mateo, San Mateo County Resource Conservation District, South San Francisco, and Sunnyvale. Her role on this project would be to serve as the Project Manager, involved in leading meetings, developing draft results, and reviewing results. Madison Dixson Senior Consultant Experience: 3 years Ms. Dixson is an analyst who assists our senior staff on cost allocation plan, user fee, development impact fee, and cost of service engagements. Ms. Dixson has served as a project analyst for recent Northern California clients including Cupertino, Pacific Grove, Millbrae, Richmond, and Sunnyvale. Her role on this project would be to serve as an Analyst, involved in attending meetings, data input, and developing models. Jaymee Westover Senior Consultant Experience: 3 years Ms. Westover is an analyst who has recently joined our firm and assists our senior staff on cost allocation plan, user fee, development impact fee, and cost of service engagements. Prior to working at Matrix Consulting Group, she worked as a Financial Analyst for the City of Knoxville, TN. During her tenure with the firm, she has assisted on studies for Butte County, Palo Alto, and Santa Clara County. Her role on this project would be to serve as an Analyst, involved in attending meetings, data input, and developing models.
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Anna Barnett Consultant Experience: 1 year
Ms. Barnett is an analyst who has recently joined our firm to assist our staff on cost-of-service engagements including cost allocation plan, user fee, and development impact fee studies. Anna has assisted for projects in California including Palo Alto, Butte County, Chico, and Malibu. Her role on this project would be to serve as an Analyst, involved in attending meetings, data input, and model development.
Resumes are available upon request.
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2 References The following table references three (3) clients for whom similar services were provided and managed by our Principal-in-Charge and Project Manager. Client Client Contact Project Type/Details Dallas, Texas Janette Weedon, Director Budget & Management Services (214) 670-5349 [email protected] Full Cost Allocation Plan OMB Cost Allocation Plan Indirect Cost Rate Proposal Cognizant Agency: HUD FY14-Present Pomona, California Dustin Andolson, CPA Accounting Supervisor (909) 620-2499 [email protected] Full Cost Allocation Plan OMB Cost Allocation Plan Indirect Cost Rate Proposal Cognizant Agency: HUD FY23 Sacramento Regional Transit District, California Paul Selenis, Director, Accounting & Treasury (916) 557-4511 [email protected] Indirect Cost Allocation Services & Indirect Cost Rate Cognizant Agency: Federal Transport Administration FY20-Present Additional details and/or references are available upon request.
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3 Understanding Scope of Services The following section includes an overview of our approach and a detailed work plan to accomplish the City’s scope of services. Approach Matrix Consulting Group works with various clients ranging from small towns to major metropolitan cities in over 45 states across the U.S. and Canada. Every project is unique but is managed according to the following essential project approach:
The approach chosen for completing this project allows us to deliberately review and categorize the allowability of indirect costs as well as determine the best and most tangible metrics for allocation. Quality Control Our firm utilizes strong project management and quality control techniques including: • Project Management: Ensuring our projects meet the needs and timelines of our clients are accomplished through the following: - The project manager and lead analyst develop general and project specific data collection plans and interview guides. - All project work activities are defined in advance and tied to each project team member, deliverables, the schedule, and the budget.
Understanding City-specific financial data.
Working collaboratively with City staff through meetings and workshops.Applying industry standards, best management practices, and technical expertise for cost allocation application.Calculating defensible results with buy-in from internal and external stakeholders.Providing recommendations and transferring knowledge and work products to City staff for successful implementation.
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- We have frequent client review meetings to discuss the quality and direction of the project through interim deliverables and draft documents. • Numerical Results: Financial analyses are used to develop budgets and projections, and often are subject to public oversight and review. For this reason, our firm ensures data determined quality control through the following: - Expenditure data entered into cost models are tied to financial reports. - Allocation metrics are tied back to transaction reports. These project management approaches have resulted in all our projects being delivered at a high level of quality, on time and on budget. Work Plan The following tasks outline our approach to performing all scopes of service, including a narrative, associated activities, and projected staff time requirements. Task 1 Data Collection Prior to our initial meeting, Matrix Consulting Group will provide the City with a list of initial data requirements for the study. This will allow our project team to review this information thoroughly in preparation for initial discussions with staff. A common list of data collection items include: • Audited expenditures on a department, division, program, and line-item basis. • Copy of prior cost allocation plan(s) and supporting documentation. • List of all personnel by department, division, and program. • Copy of organizational chart. The provision of these items allows our project team to familiarize themselves with the City’s structure and its current cost allocation practices. Deliverable Data Collection List Task 2 Study Objectives and Project Schedule Once the data has been collected, the project team will then meet with designated City staff to discuss any issues identified by the project team, as well as to clarify any existing concerns held by the City regarding the current cost allocation methodology. Discussions will include:
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• Review of the City’s specific needs and critical issues surrounding development and implementation of the cost allocation study. • Opportunities for improvement and restructuring of previous studies, and/or review and discussion of existing cost allocation methodologies. • Discussion of the uses of the cost allocation plan and ICRP , as well as concerns or issues that should be addressed during the development of the plan. At the culmination of the meeting, the project team and the designated City staff will leave with a greater understanding of the overall approach and methodology that will be taken by the project team to develop the Cost Allocation Plan. Deliverable Project Schedule Task 3 Interview Staff The project team will work with City staff to structure a custom cost allocation plan by reviewing and discussing the accounting (fund and organizational levels) and staffing structure of the City. To structure a custom cost allocation model, our project team would perform the following tasks: • Review and discuss the accounting (fund and organizational levels) and staffing structure of the City, as well as current fiscal year actual information. • Meet with each division, to identify its major services and document the most reasonable allocation basis to it benefiting departments, funds, and activities. The following is a sample flowchart visually representing the outcome of these discussions, the first level is the central services department, the second level is the identified service category, and the third level is the basis by which costs will be allocated:
Finance
Payroll
# of Employees per Division
Accounts Payable
# of Invoices per Division
Financial Reporting
Actual Expenses per Division
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• Discuss alternative allocation procedures, including possible outcomes and potential impacts of each method. This step of the process is critical in the development of cost allocation plans as it allows the City to review all existing and proposed options that determine the overall indirect cost recovery for the City. Deliverable Allocation Metric Request Task 4 Review Draft Allocation Metrics Based upon units of service identified in Task 3 and the allocation metrics collected, the project team would put together allocation statistic workbooks for review with the Central Service functions. The purpose of these workbooks is to review the initial results of the allocation metrics gathered by the project team. The following graphic shows an example of the allocation workbook: Fund Dept Desc # of AR Transactions per Fund / Dept Allocation % 1 10 City Board 3 0.87% 1 16 Human Resources 30 8.75% 1 20 City Attorney 30 8.75% 1 30 Police 68 19.83% 1 35 Fire 1 0.29% 1 40 Development Services 7 2.04% 1 50 Public Works Streets 5 1.46% 1 52 Public Works Facilities 1 0.29% 1 54 Public Works Community Services 185 53.94% 10 TDA Article 4-Transit 1 0.29% 14 Transnet 8 2.33% 29 Self-Insured Fund Liability In 4 1.17% 343 100.00% Based on this workbook, we would meet with staff and discuss whether it is appropriate that Community Services generates the most support at 54% followed by Police at 20%. This type of detailed review is critical for the development of a defensible cost allocation study. It also ensures that City staff are comfortable with the use of the allocation metrics and the support that those metrics represent. Deliverable Draft Allocation Workbooks
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Task 5 Structure Cost Allocation Model The City is primarily interested in the development of an OMB 2 CFR Part 200 Compliant Cost Allocation. The OMB Compliant Cost Allocation Plan has the following key requirements: 1. Expenditures Allocated: The OMB 2 CFR Part 200 must be based upon the most recent fiscal year’s audited actual expenditures. 2. Types of Services Included: Services such as lobbying, legislative costs, certain Treasurer costs, and one-time costs cannot be included in the OMB 2 CFR Part 200 plan. The draft 2 CFR Part 200 Cost Allocation Plan will provide clear documentation regarding the basis for allocations, and the methodologies applied to achieve the plan’s final result. The Draft Cost Allocation Plan will be discussed and reviewed with each participating department as well as Executive staff. Deliverable Draft Cost Allocation (Excel Results) Task 6 Draft Cost Allocation Plan Report Upon approval of the excel draft results of the cost allocation model, the project team will put together a Cost Allocation Report. This draft report will include a narrative description of all City departments and services included in the cost plan and the methodology used to allocate those services. In addition to the narrative portion, the excel portion will be included identifying how each cost was allocated. Deliverable Draft Cost Allocation Report Task 7 Final Cost Allocation Study Any revisions or edits from the draft cost allocation study would be incorporated into the Final Cost Allocation study report. This is the report that would be presented to the City as well as any other internal or external stakeholders. Deliverable Final Cost Allocation Report Task 8 Develop Draft Indirect Cost Rate Proposal The completion of the OMB Cost Allocation Plan is critical to the development of the Indirect Cost Rate. The project team will work with City staff to calculate options of indirect cost rates – Citywide, department-specific, total modified expenditures, salaries
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and wages, or salaries and benefits. Only one rate can be included in the agreement, but all indirect cost rate options would be reviewed with City staff. Deliverable Excel Indirect Rate Options Task 9 Finalize Indirect Cost Rate Proposal Once staff and management have reviewed the Indirect Cost Rates and agreed with the developed rates, the project team will finalize the Indirect Cost Rate Proposal (ICRP). All supporting documentation would be provided to staff. Deliverable Final ICRP Timeline The City would like completion of study by end of March 2025. Assuming a start date of mid-January, that only provides 2.5 months (10-weeks). The following table outlines our proposed 2.5-month (10-week) project schedule on a task-by-task basis. Tasks Weeks 1-2 3-4 5-6 7-8 9-10 Data Collection Study Objectives/Schedule Interview Staff/Gather Metrics Review Draft Metrics Structure/Prepare Draft CAP Finalize CAP Structure/Prepare Draft ICRP Finalize ICRP All timelines can be adjusted based upon the City’s schedule and other commitments in agreement with City staff.
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4 Proposed Rates and Fees Matrix Consulting Group proposes to perform the tasks and services associated with developing a cost allocation plan and indirect rate proposal for a fixed-price fee of $12,500. The following chart provides a breakdown of hours by team member and costs for each task. Principal-in- Charge Project Manager Analyst (3) Total Cost Data Collection 0 2 2 $800 Study Objectives/Schedule 2 2 0 $1,100 Interview Staff/Gather Metrics 0 2 2 $800 Review Draft Metrics 2 2 6 $2,000 Structure and Prepare Draft CAP 0 4 10 $2,500 Finalize CAP 2 2 4 $1,700 Structure and Prepare Draft ICRP 0 4 6 $1,900 Finalize ICRP 2 2 4 $1,700 Total Hours 8 20 34 Hourly Rate $300 $250 $150 Total Professional Fees $2,400 $5,000 $5,100 $12,500 Total Project Cost $12,500 This price is a fixed price contract, inclusive of all travel and any other expense costs. Our typical practice is to bill for hours worked monthly. Any additional work would be provided at the hourly rates noted. The City is looking for a multi-year contract. The price noted would be for Year 1. The following table shows the price for future contract years: Plan Year Amount Year 2 $10,000 Year 3 $10,000 Year 4 (Optional) $12,500 Year 5 (Optional) $10,000 Matrix Consulting Group is committed to helping our clients develop accurate and defensible cost-of-service methodologies and ensure that they can implement the results of these studies appropriately. Our client support continues even after a final report has been issued. We understand that questions can arise about the development of a study well after project completion and are committed to working with our clients to answer any questions about methodologies and applications of results. This support is provided to our clients at no extra cost.
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5 Completed Attachments We have completed the following required attachments: • Sanctuary City Compliance Statement (Attachment D) • Certification and Representation of Offerors (HUD Form 5369-C, Attachment H) • Disclosure Statement (Attachment F) The above attachments can be found beginning on the next page.
Disclosure Statement for Limited Liability Companies
This Statement Shall be included with all Bid and Proposal Submissions Is your Business a Limited Liability Company (LLC)? pYES pNO If you answered YES, please provide the City with the names and business addresses of any and all shareholders, directors, officers, members, managers, other authorized persons, partners, and “Beneficial Owners” of the applying LLC. A Beneficial Owner is any person or entity who: (1) exercises substantial control over the applying LLC; (2) owns 25% or more of the interest in the applying LLC; or (3) receives substantial economic benefits from the assets of the applying LLC.
If any LLC shareholder, director, officer, member, manager, other authorized person, partner, or Beneficial Owner is itself an LLC or other business entity, the names and business addresses must also be provided for any and all shareholders, directors, officers, members, managers, other authorized persons, partners, and Beneficial Owners of that LLC or other business entity all the way up through each entity in the organizational chart until ultimate ownership by individual people is disclosed.
Name: _____________________
Title: _____________________
Address:__________________________________________
Name: _____________________
Title: _____________________
Address:__________________________________________
Name: _____________________
Title: _____________________
Address:__________________________________________
☐ Check this box if additional ownership information is attached to this Disclosure Statement.
In signing this Disclosure Statement, I represent that the information submitted in this Disclosure Statement, and any attachments, is true and correct.
Signature: _____________________
Printed Name: _____________________
Title: _____________________
Date: _____________________
Richard Brady
President
11-26-24
form HUD-5369-C (8/93)
ref. Handbook 7460.8 Previous edition is obsolete page 1 of 2 [ ] [ ]
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Certifications and
Representations
of Offerors
Non-Construction Contract
U.S. Department of Housing
and Urban Development
Office of Public and Indian Housing
Public reporting burden for this collection of information is estimated to average 5 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.
This form includes clauses required by OMB’s common rule on bidding/offering procedures, implemented by HUD in 24 CFR 85.36, and those requirements set forth in Executive Order 11625 for small, minority, women -owned businesses, and certifications for independent price determination, and conflict of interest.
The form is required for nonconstruction contracts awarded by Housing Agencies (HAs). The form is used by bidders/offerors to certify to the HA's Contracting Officer for contract compliance. If the form were not used, HAs would be unable to enforce their contracts. Responses to the collection of information are required to obtain a benefit or to retain a benefit. The information requested does not lend itself to confidentiality.
1. Contingent Fee Representation and Agreement
(a) The bidder/offeror represents and certifies as part of its bid/ offer that, except for full-time bona fide employees working solely for the bidder/offeror, the bidder/offeror:
(1) has, has not employed or retained any person or
company to solicit or obtain this contract; and
(2) has, has not paid or agreed to pay to any person
or company employed or retained to solicit or obtain this contract any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of this contract.
(b) If the answer to either (a)(1) or (a) (2) above is affirmative, the bidder/offeror shall make an immediate and full written disclosure to the PHA Contracting Officer.
(c) Any misrepresentation by the bidder/offeror shall give the PHA the right to (1) terminate the resultant contract; (2) at its discretion, to deduct from contract payments the amount of any commission, percentage, brokerage, or other contingent fee; or (3) take other remedy pursuant to the contract.
2. Small, Minority, Women- Owned Business Concern Rep-
resentation
The bidder/offeror represents and certifies as part of its bid/ offer that it:
(a) is, is not a small business concern. “Small business concern,” as used in this provision, means a concern, includ - ing its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding, and qualified as a small business under the criteria and size standards in 13 CFR 121.
(b) is, is not a women- owned small business concern. “Women-owned,” as used in this provision, means a small business that is at least 51 percent owned by a woman or women who are U.S. citizens and who also control and
operate the business.
(c) is, is not a minority enterprise which, pursuant to Executive Order 11625, is defined as a business which is at least 51 percent owned by one or more minority group
members or, in the case of a publicly owned business, at least 51 percent of its voting stock is owned by one or more
minority group members, and whose management and daily
operations are controlled by one or more such individuals.
For the purpose of this definition, minority group members are:
(Check the block applicable to you)
Black Americans Asian Pacific Americans
Hispanic Americans Asian Indian Americans
Native Americans Hasidic Jewish Americans
3. Certificate of Independent Price Determination
(a) The bidder/offeror certifies that—
(1) The prices in this bid/offer have been arrived at indepen - dently, without, for the purpose of restricting competi - tion, any consultation, communication, or agreement
with any other bidder/offeror or competitor relating to (i) those prices, (ii) the intention to submit a bid/offer, or (iii) the methods or factors used to calculate the prices offered;
(2) The prices in this bid/offer have not been and will not be knowingly disclosed by the bidder/offeror, directly or
indirectly, to any other bidder/offeror or competitor be - fore bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and
(3) No attempt has been made or will be made by the bidder/ offeror to induce any other concern to submit or not to submit a bid/offer for the purpose of restricting competition. (b) Each signature on the bid/offer is considered to be a certifi - cation by the signatory that the signatory:
(1) Is the person in the bidder/offeror’s organization respon - sible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to subpara - graphs (a)(l) through (a)(3) above; or
(2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any
action contrary to subparagraphs (a)(l) through (a)(3)
above (insert full name of person(s) in the bidder/offeror’s organization responsible for determining the prices of - fered in this bid or proposal, and the title of his or her position in the bidder/offeror’s organization);
(ii) As an authorized agent, does certify that the princi - pals named in subdivision (b)(2)(i) above have not par - ticipated, and will not participate, in any action contrary to subparagraphs (a)(l) through (a)(3) above; and
form HUD-5369-C (8/93)
ref. Handbook 7460.8 Previous edition is obsolete page 2 of 2 (iii) As an agent, has not personally participated, and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above.
(c) If the bidder/offeror deletes or modifies subparagraph (a)2 above, the bidder/offeror must furnish with its bid/offer a signed statement set
ting forth in detail the circumstances of
the disclosure.
4. Organizational Conflicts of Interest Certification
(a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situ
ation in which the nature of work under a proposed
contract and a prospective contractor’s organizational, fi- nancial, contractual or other interest are such that:
(i) Award of the contract may result in an unfair competi - tive advantage;
(ii) The Contractor’s objectivity in performing the con - tract work may be impaired; or
(iii) That the Contractor has disclosed all relevant infor - mation and requested the HA to make a determination
with respect to this Contract.
(b) The Contractor agrees that if after award he or she discovers an organizational conflict of interest with respect to this contract, he or she shall make an immediate and full disclo - sure in writing to the HA which shall include a description o f the action which the Contractor has taken or intends to elim
inate or neutralize the conflict. The HA may, however, terminate the Contract for the convenience of HA if it would be in the best interest of HA.
(c) In the event the Contractor was aware of an organizational conflict of interest before the award of this Contract and intentionally did not disclose the conflict to the HA, the HA may term
inate the Contract for default.
(d) The Contractor shall require a disclosure or representation from subcontractors and consultants who may be in a position to influence the advice or assistance rendered to the HA and shall include any necessary provisions to eliminate or neutralize conflicts of interest in consultant agreements or subcontracts invo
lving performance or work under this Contract.
5. Authorized Negotiators (RFPs only)
The offeror represents that the following persons are authorized to negotiate on its behalf with the PHA in connection with this request for proposals: (list names, titles, and telephone numbers of the authorized negotiators):
6. Conflict of Interest
In the absence of any actual or apparent conflict, the offeror, by submission of a proposal, hereby warrants that to the best of its knowledge and belief, no actual or apparent conflict of interest exists with regard to my possible performance of this procure - ment, as described in the clause in this solicitation titled “Orga - nizational Conflict of Interest.”
7. Offeror's Signature
The offeror hereby certifies that the information contained in these certifications and representations is accurate, complete, and current.
Signature & Date:
Typed or Printed Name:
Ti
tl
e:
Richard Brady
President
11-26-24