4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279
I will be the direct contact during the RFP review process and will personally lead our firm's recruitment efforts on behalf of the City of Richmond. The recruitment will also be staffed by s earch consultants who will work closely with me to identify, recruit, and evaluate candidates for your respective open positions. Please be assured that the total resources of our firm will be employed on behalf of the City. Please feel free to contact me at 323-403- 8279 should you have any questions or need additional information.
We appreciate the opportunity to submit this information and look forward to working with the City of Richmond.
Sincerely,
Brett Byers
Founder and CEO
The Byers Group
DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 622
Ms. Allison Picard
City of Richmond
4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279 B. BACKGROUND AND PROJECT SUMMARY SECTION:
What we propose to offer the City of Richmond are an array of talent acquisition and talent development services that address your needs to identify, attract, and develop "top notch" talent for future senior, executive level , and challenging to fill positions. We will work in collaboration with the City Manager, HR Team, and other staff , and key stakeholders to ensure that we understand the City 's human capital needs and apply our proven talent acquisition techniques as your strategic talent acquisition partner.
C. SEARCH METHODOLOGY
The Byers Group executive search team members are experts in finding the best fit for our clients while ensuring a positive candidate experience and the integrity of the search process. Outlined below are the steps we in our well defines search process:
1. CLIENT CONSULTATION & DISCOVERY
Our understanding of our client partner's organization and talent needs is key to a successful search process. The Byers Group begins each search engagement with a meeting with the City Manager, the HR Team, and key stakeholders identified by the client to learn as much as possible about its mission, personality, values, and organizational culture. During this phase, a review of organizational structures, executive team backgrounds , operational functions, official and unofficial lines of authority, and responsibility are conducted. We also discover the organization's plans and programs, perceived strengths and weaknesses, and the political climate. The status of potential internal candidates will also be explored.
Perceptions about the organization's stature and attractiveness to potential candidates are essential to developing an excellent organizational profile. The organization's advantages and negative factors, which may aid or hinder recruitment, will be thoroughly assessed.
This initial phase becomes the foundation for developing a solid partnership and effective working relationship with our client partners and The Byers Group.
2. CANDIDATE PROFILE DEVELOPMENT
In discussions with the City Manager, HR Team, and various stakeholders, The Byers Group works to identify, establish and agree on the appropriate core competencies, personal and professional attributes, and necessary experience for the candidate to be successful. After all the stakeholder engagements are completed, The Byers Group will review the current job description, provide recommendations for changes as well as use any additional organizational materials as appropriate and develop a recruitment profile. The Byers Group prepares the recruitment profile from information provided by officials who have strategic relationships with the position to be filled. The recruitment profile includes a clear description of the recruitment criteria, which serves as a profile for the ideal candidate. This position profile must consist of realistic requirements and experience levels because it is the standard against which potential candidates are recruited and evaluated. The Byers Group will work with the client and the human resources team to develop an outreach strategy (advertisements, postings, and mailings) to ensure that the opening is well -publicized and that interested individuals are able to apply. We will also work with the client to determine the appropriate levels of compensation based on the current market to ensure that the best candidates are attracted to the oppor tunity. Lastly, The Byers Group will finalize the recruitment approach, work plan, and timeline during this step in the search process.
DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 623
Ms. Allison Picard
City of Richmond
4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279
3. DEVELOP SEARCH STRATEGY, OUTREACH & ADVERTISING CAMPAIGN AIMED AT
ATTRACTING THE MOST QUALIFIED CANDIDATES
Since the strongest candidates with the most desired qualities are successful and content in their current positions and not usually actively looking to make a change, they must be recruited. An effective strategy is vital to successful recruitment, and we work closely with the client in developing a national search strategy. We will work with the client to identify appropriate candidates to target and establish organizations as sources of candidates and geographical preferences.
During this phase, the objective is to begin identifying and developing a strong pool of candidates. In addition to the traditional advertising through local, regional and national journals, professional and industry publications, we use various candidate solicitation methods, including direct sourcing based upon industry research that includes social media, internet searches, contacts with key professional thought leaders in the field, peer to peer referrals, our candidate database, and extensive network of contacts with relevant professional associations to identify and nominate candidates.
4. CANDIDATE RECRUITMENT & PRELIMINARY SCREENING
The Byers Group employs a private sector-direct sourcing approach in locating and directly contacting candidates who meet the ideal candidate profile, position specifications and have established patterns of accomplishments and success. Potential candidates and sources of candidates, identified through direct sourcing, are actively recruited and personally invited to become candidates and/or solicited as referral sources. The Byers Group will review and acknowledge in writing all resumes received. Once the candidate pool is established, all qualified candidates, both internal and external, will be evaluated based on the job requirements for the position. Reports are prepared and reviewed with the client to select the most appropriate candidates for further consideration.
5. EVALUATION & PRESENTATION OF FINAL CANDIDATES
The Byers Group conducts in -depth interviews, usually in person, to ascertain a comprehensive understanding of each p otential final candidate's strengths and limitations, and to determine their overall suitability as a member of the client's management team. The top 6-10 candidates are presented to the client during this phase and selected for additional consideration. The goal is to formulate a comprehensive understanding of their background, i.e., qualifications, pertinent accomplishments, experience, ability to meet the position's particular needs, and interest in being considered.
The Byers Group conducts preliminary professional 360-degree reference checks to include job performance, qualifications, and personal history. The 360 -degree reference/background investigation includes people supplied by the candidate and individuals identified by the consultant who are in a position to give candid , non-bias impressions. We also conduct thorough internet and media searches and utilize other sources to ascertain career accomplishments/awards or controversies/problems that may impact the candidate's performance. Background investigations include criminal, civil, and driving records, degree verifications, and professional certifications are checked on all final candidates through an independent employment screening firm. The most qualified DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 624
Ms. Allison Picard
City of Richmond
4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279 candidates are selected for presentation to the client. We will prepare a recruitment report which will detail each candidate's background, experience, education, and accomplishments.
Reference summaries are provided to inform the decisions around the final selection.
Throughout this pha se, The Byers Group will provide continuous input regarding the final candidate(s) assessment.
6. CLIENT INTERVIEW FACILITATION
The Byers Group will meet with the client to discuss the pool of top candidates and select the candidates for interviews. The Byers Group works closely with the client, human resources, and final candidate(s) to arrange, schedule, and facilitate personal interviews with the top candidates. We prepare and provide the interview handbooks, suggested interview questions, and rating forms. Additional selection processes such as leadership and personality assessment centers, psychological evaluations, and interview boards are available options. Lastly, The Byers Group search team participates in facilitating the interview day and guides discussions to build consensus in selecting the final candidates.
7. ASSISTANCE WITH OFFER NEGOTIATIONS
While the hiring decision is always the client's, we are prepared to assist with offer negotiations relative to terms and conditions of employment.
8. CANDIDATE & CLIENT FOLLOW-UP
After the executive is hired , our search team meets with the client to evaluate the overall executive recruiting strategy. Our strengths and the level of client satisfaction are assessed, along with those areas needing improvement. In addition, we periodically communicate with the hired executive to identify any areas of concern and to ensure a lasting relationship.
Throughout the search process, we maintain a close Client-Consultant working relationship which includes periodic progress reports.
DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 625
Ms. Allison Picard
City of Richmond
4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279
CITY OF RICHMOND
EXECUTIVE SEARCH TIMELINE
Overview of Proposed Tasks and Timeline
Proposed Tasks Proposed Timeline
1. Initial meeting with the City Manager, HR
Team, and search consultants. Discuss core
competencies and recruitment parameters for
the position. Develop search strategy.
Week 1
2. Interview other key stakeholders as
identified.
Week 1-2
3. Present work plan, including a detailed
timeline. Finalize recruitment
profile/brochure and job posting plan.
Week 2-3
4. Candidate research and recruitment by
search consultants (6 weeks).
(Search Team meeting at mid-point of this
phase).
Week 4-10
5. Preliminary candidate screening. Prepare
and submit initial recruitment report to the
client. Meet with client to select top 6-10
candidates.
Week 11-12
6. Shortlisted candidate evaluations by search
consultants.
Week 12-14
7. Presentation of Recruitment Report to the
client to include top (5-7) candidates for
consideration for on-site interviews. The
client selects the top 4-6 candidates for
interviews.
Week 14
8. Semi-final candidates participate in on-site
interviews with the client interview panel
(consultants provide suggested interview
questions). Final candidates selected.
Week 15
9. Top candidates participate in final interviews
with City Council. The final candidate
selected for salary negotiation and final
referencing.
Week 15
Adjustments May Be Made To This Timeline As Needed
DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 626
Ms. Allison Picard
City of Richmond
4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279
D. STAFFING
The Project Team consists of Brett Byers, Christine Boulware, and Cary Jordan. The team has over fifty (50) years of combined experience in conducting national executive searches with a consistent commitment to service, diversity, equity and inclusion, professionalism, and positive results. We work as a search team on every search. Brett Byers will serve as the Project Lead and the search engagement is be staffed by team members.
Brett Byers, Founder & CEO
Brett Byers has placed hundreds of C -suite and executive leaders in top -level positions.
Byers has over two decades of experience and utilizes her elite skills and supreme capability to effectively connect the country 's executive leaders and evoke significant change within private and public organizations. She has a proven track record of partnering with organizational/institutional leaders and building cohesive professional teams. Byers embodies diversity, equity , and inclusion and measures this as a driving force of her work and the firm's work.
Before The Hawkins Company, Ms. Byers - EXCELLED in management with the world's Largest Human Resources and staffing firm, where she partnered with major clients in the media, entertainment, social media, telecommunications, financial services, and real estate industries. For the last 11 years, Byers served as the Managing Director and then Executive Vice President of The Hawkins Company. At this executive search firm, she led many of the firm's challenging and high-profile search engagements. She crafted human capital strategies to achieve performance targets and exceeded growth expectations within new and existing clients. This stellar work propelled her instinctive ability at uncovering her client' s needs and influencing their development of talent pipelines to ensure business goal achievement and long-term success.
Byers began her professional career with the organization gaining extensive experience in diversity recruitment and career coaching. In addition to her executive search consulting experience, Ms. Byers has also served as the Programs, Marketing and Communications Director for the Black Business Association, one of the oldest ethnic trade associations, where she created and implemented programs and provided resources to facilitate the growth, development, and capacity building of current and futur e generations of African American owned businesses. The nationally acclaimed INROADS program (named one of the Top 10 internship programs in the United States) credits Byers as one of their own.
Ms. Byers is a graduate of the University of California, Ber keley, prestigious Haas School of Business. She is actively involved with recruiting students of color for the university and continues to develop the talent that comes through the INROADS program on campus, boldly impacting, enriching, and increasing their quality of life.
Ms. Byers will serve as project manager, help develop the search strategy, participant in candidate recruitment and evaluation, and assist with the final selection process.
DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 627
Ms. Allison Picard
City of Richmond
4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279 Christine Boulware
Chris Boulware is an executive search consultant to The Byers Group and has over 20 years of experience in executive search and six years of senior -level financial management experience in state government. She has recruited newly elected Mayors, governors and staffed cabinet- level offices for the White House. Her areas of expertise include advocacy groups, education, health organizations, human services, transportation, and governmental and quasi-governmental leadership roles. Ms. Boulware also has extensive experience in the areas of finance, public policy, human resources , banking, economic development, engineering, administration, and operations. She also possesses extensive exper tise recruiting executive talent for social justice causes , including educational equity, criminal justice reform, housing, environmental and health disparities.
Before becoming a professional executive recruiter, Ms. Boulware served in key fiscal and managerial roles with the Commonwealth of Massachusetts for five year s. She served as a Senior Budget Analyst with the Massachusetts Bureau of Fiscal Affairs and, subsequently, as Co-Budget Director for the Massachusetts Department of Social Services. In this latter capacity, she was responsible for administering a $226 million budget for the Department of Social Services. She also staffed this newly created department's budget office and developed policies consistent with the gubernatorial agendas and state administrative policy. In 1992, Ms. Boulware served as an active member of President Clinton's first-term transition search team. She has a bachelor's degree in Political Economy from Sweet Briar College in Virginia.
Ms. Boulware will oversee the direct recruitment solicitation and candidate screening process. She will assist in designing the collateral material, manage the client communication process, and participate in candidate screenings and evaluations.
Cary Jordan
Cary Jordan is an Executive Search Consultant with The Byers Group with fifteen years of Human Resources experience combined with an intuitive skill for assessing individual talent and organizational needs. He is a results -driven Human Resources professional with extensive experience supporting various industries across the US in rapidly growing and transforming business environments, with a specialized focus on strategy, executive recruitment, talent acquisition, workforce diversity, and leadership development. He has conducted a multitude of searches across a variety of corporate functions: Human Resources, Legal, Marketing, Business Development, Account Management, Finance, and IT for Platform Learning Inc., Time Warner Inc., and most recently, Live Nation. Cary Jordan enjoys partnering with clients and candidates to help them find the right fit.
Cary has a keen ability to identify exceptional candidates. His perseverance and ability to understand each client's needs have allowed him to complete complicated searches successfully. His talent lies in separating excellence from mediocrity and delivering only the most prolific impact players to clients. Cary serves as a strategic partner for his clients by evaluating leaders' intangible assets that make them unique to each organization's culture.
Cary has a Bachelor of Arts Degree in English from Morehouse College in Atlanta, Georgia.
DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 628
Ms. Allison Picard
City of Richmond
4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279 Mr. Jordan will oversee the direct recruitment solicitation and candidate screening process.
She will assist in designing the collateral material, manage the client communication process, and participate in candidate screenings and evaluations.
E. FIRM QUALIFICATIONS
Founded by Brett Byers with over 15 years of leading hundreds of executive- level search engagements on behalf of public, private, non -profit, and educational organizations, The Byers Group was established in 2020 and provides top-notch talent acquisition services that are results-driven and positively impact the client organization. Members of our team have been performing and providing executive search services for over 50 years. We are pleased with our team's track record of successfully assisting public agencies in recruiting top -level senior executives. Our team has collectively represented and partnered with a variety of public sector organizations. Below is a partial list of executive and department management levels searches that members of our team have conducted over the past five years:
Client Position
Bay Area Air Quality Management
District, San Francisco, CA
Deputy Executive Officer – Policy & Equity, 2020
Search Engagement Lead by Brett Byers
City of Austin, TX Chief Equity Officer, 2016
Search Engagement co-lead by Brett Byers & Christine
Boulware
City of Asheville, NC
Equity & Inclusion Manager, 2017
Search Engagement Lead by Brett Byers
City of Berkeley, CA Manager of Mental Health , 2014
Manager of Public Heatlth, 2016
Director of Health Housing & Community Services,
2015
Deputy City Manager (2), 2019
Human Resources Director, 2018
Planning Director, 2021
All Search Engagements Lead by Brett Byers
City of Fairfield, CA Director of Housing Services, 2020 Search Engagement Lead by Brett Byers
City of Napa, CA Human Resources Director, 2020
Search Engagement Lead by Brett Byers
City of Oakland, CA Director of Race & Equity, 2015
Director of Planning & Building, 2017
Director of Housing & Community Development,
2019
Head Start Manager, 2017
DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 629
Ms. Allison Picard
City of Richmond
4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279 Community Housing Services Manager, 2017
Assistant City Administrator (2), 2018 & 2019
Chief Curator, 2019
Director of Library Services, 2019
Chief of Violence Prevention, 2018
All Search Engagements Lead by Brett Byers
City of San Bruno, CA Assistant City Manager/Chief People Officer, 2020 Community Services Director, 2020
All Search Engagements Lead by Brett Byers
City of Santa Monica, CA Director of Library Services, 2016 Assistant City Manager, 2017
Deputy City Manager, 2017
City Architect, 2018
Chief People Officer, 2018
Human Resources Manager, Labor Relations, 2018
Human Resources Deputy Director – Special Projects,
2019
All Search Engagements Lead by Brett Byers
Contra Costa County, Martinez,
CA
Workforce Services Director, 2019
Search Engagement Lead by Brett Byers
Detroit Future City, MI Executive Director, 2015
Search Engagement co-lead by Brett Byers & Christine
Boulware
King County Regional
Homelessness Authority, Seattle,
WA
Chief Executive Officer, 2021
Search Engagement co-lead by Brett Byers & Christine
Boulware
Los Angeles County, Los Angeles,
CA
Chief Probation Officer, 2021
Search Engagement co-lead by Brett Byers & Christine
Boulware
Los Angeles Department of Water
& Power, Los Angeles, CA
Chief Diversity Equity & Inclusion Officer, 2021
Search Engagement Lead by Brett Byers
Port of Oakland, CA, CA
Workforce Development Manager, 2019
Search Engagement Lead by Brett Byers
Vallejo Flood & Wastewater
District, CA
Human Resources Director, 2019
Finance Director, 2019
Search Engagement Lead by Brett Byers
DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 630
Ms. Allison Picard
City of Richmond
4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279 Youth Ventures Joint Power
Authority, Oakland, CA
Chief Executive Officer, 2016
Search Engagement Lead by Brett Byers
DIVERSITY RECRUITING
The Byers Group is a general practice executive search firm specializing in diversity and inclusion. Our firm has a demonstrated track record for our ability to successfully recruit, identify, and place people of color and women. Identifying diverse talent is not only a value add for our clients, but it is also a company value that we personify. We are proud to say that we present a widely diverse slate of candidates in each search that we conduct. Diversity is represented through candidates, race, gend er, age, generation, sexual orientation , and thought. Of the candidate placements highlighted above, 80% are the executives are women or people of color. Finally, due to our reputation, cultural competence, and authentic approach, diverse candidates are receptive to us . They know that we are genuine, which engenders trust throughout the search process.
CLIENT REFERENCES
F. COST INFORMATION
The professional fee for conducting senior and executive -level recruitments will vary based on the scope and complexity of each assignment. The fee will range between $27,000 - $40,000 plus approved expenses. Expenses can range from a not -to-exceed amount of $5,000 - $7,000, depending on the scope and complexity of the assignment.
REFERENCE #1
Contact Person Jovan Grogan
Company Name City of San Bruno & City of Berkeley
Phone Number 650-616-7056
Email [email protected]
REFERENCE #2
Contact Person Dee Williams-Ridley
Company Name City of Berkeley
Phone Number 510-981-7004
Email [email protected]
REFERENCE #3
Contact Person Sabrina Landreth
Company Name East Bay Regional Parks District
Phone Number 415-317-1555
Email [email protected]
DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 631
Ms. Allison Picard
City of Richmond
4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279
Labor Costs
The following cost proposal table
illustrates the anticipated number of
hours to perform the various tasks for
this recruitment.
B. Byers
$150/hr.
C. Boulware
$100/hr.
C. Jordan
$100/hr.
Total
Hours &
Costs
Task/Phase
1. Recruitment analysis, client
meetings, and stakeholder
engagement, profile development, ad
placements, develop and finalize
recruitment strategy, work plan, and
search timeline.
45hrs
$6,750
15hrs
$1,500
15hrs
$1,500
75hrs
$9,750
2. Candidate research, recruitment,
screening, and report preparation.
33hrs
$4,950
56.5hrs
$5,650
56.5hrs
$5,650
146hrs
$16,250
3. Candidate evaluations, interviews,
background investigations, final
report, client interviews and selection.
40hrs
$6,000
15hrs
$1,500
15hrs
$1,500
70hrs
$9,000
Total Hours & Labor Costs
118hrs
$17,700
86.5hrs
$8,650
86.5hrs
$8,650
291hrs
$35,000
We are reimbursed for approved expenses such as approved consultant travel/lodging (once travel restrictions are lifted), candidate assessments, candidate interview expenses, report preparation/clerical support , advertising/postings, research, social media , and profile development. Travel costs may increase once travel restrictions are lifted.
It is our policy and practice to bill our professional fee in three (3) equal installments. The initial fee installment will be rendered upon signing a letter of agreement/contract. The second installment is rendered after the delivery of our recruitment report. The final installment will be billed once the final candidates are interviewed. Consultant' s fees are not contingent upon the client hiring a candidate. The consultant shall continue recruiting and presenting candidates until a suitable individual is selected and hired by the client. R eimbursable expenses are billed monthly, on the assignment, as incurred. Any candidate travel is billed directly to the client.
Should the employee leave voluntarily or be discharged for cause within one year, we will search again for expenses only. Additionally, should your organization hire additional candidates referred by The Byers Group in conjunction with this assignment, a fee of $10,000 per candidate will be charged. As project work may occur over three years, the proposed rates are fixed for this entire time frame.
G. VALUE-ADDED SERVICES
STAKEHOLDER/COMMUNITY ENGAGEMENT
Depending on the position, it may be imperative for the City to holistically engage the community and critically invested stakeholders to develop a comprehensive understanding of the position, the community and stakeholder expectations of the new leader, and the ideal DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 632
Ms. Allison Picard
City of Richmond
4712 Admiralty Way, Suite 206 • Marina Del Rey, CA 90292 • (323) 403-8279 candidate profile. At times it may be crucial to ensure buy -into new leadership , and a comprehensive community engagement process can be the vehicle to achieve that goal. In launching a community engagement process, we are prepared and have conducted town halls, open forums, employee listening sessions , and surveys to seek feedback from the community and/or staff.
The fee for facilitating a formal community engagement process is $3,000 plus expenses.
Additionally, the hourly rate at which the City would be billed for any additional services that the City might request is $350/hr.
H. CONTRACTOR ASSIGNMENT OF SUB-CONTRACT – Not applicable
I. PREVIOUS CONTRACTS WITH THE CITY OF RICHMOND – NONE
J. EXCEPTIONS TO THIS REQUEST FOR PROPOSALS
The Byers Group has no exceptions to this RFP.
K. STATEMENT OF IMPARTIALITY AND DISCLOSURE
The Byers Group is not currently, and will not, during the performance of these services, participate in any other similar work involving a third party with interests currently in conflict or likely to be in conflict with the City of Richmond's interests. The Byers Group does not have any pending or active investigations or litigation that may affect the reputation or ability to carry out the Project.
DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 633
CITY OF RICHMOND
Sanctuary City
ComplianceStatement
Vendor SCCO Compliance Statement (Augt2020)
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 SCC ). 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 ( IC ).
Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. Extreme Vetting means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.
Printed Name: Title:
Signed: Date:
Business Entity:
The Byers Group
20th August 21
Marina del Rey
Brett Byers Founder/CEO
08/20/2021
The Byers Group
DocuSign Envelope ID: 0CE44CAA-1BEC-4C74-AAFB-0B6439DCB8E1 634
CITY OF RICHMOND
CONTRACT AMENDMENT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
P.R. No: Vendor No: P.O./Contract No:
Description of Services:
Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page) Term, Payment Limit and Service Plan Payment Limit and Service Plan Term and Service Plan Service Plan The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]
2. Purpose . This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.
3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.
HR S. Taylor/L. Lopez
[email protected] (510) 621-1583
15124 5916
Recruitments on an as-needed basis
1 The Byers Group
13157 Mindanao Way #1262
Marina Del Rey, CA 90292
Brett Byers
(323) 403-8279 [email protected]
4006 1807 December 31, 2024
October 5, 2021
September 21, 2021 September 20, 2024
50,000.00
Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 635
Contract Amendment/EJ/TE 09-26-07
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Signatures. These signatures attest the parties’ agreement hereto:
CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:
I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.
By _______________________
City Clerk
Approved as to form:
By_______________________
City Attorney
List of Attachments:
1. Amendment Provisions
2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.
The Byers Group
Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D Chief Executive Officer
636
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (TERM AND SERVICE PLAN)
1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term . The effective date of this Contract is
_____________________________________________________________ (Insert original contract commencement date)
and it terminates
_____________________________________________________________. (Insert new contract termination date)
unless sooner terminated as provided herein."
2. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:
Contract Amendment/EJ/TE 9-26-07
The Byers Group
1 5916
September 21, 2021
June 30, 2026
N/A
Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 637
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors.Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTORis self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($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: 1A865683-9020-4AC2-977D-8B3C40DE743D 638
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
PROJECT COST R EQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 639
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR,and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.
The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 640
09/24/2024
Tower Insurance Associates, Inc.
4244 Overland Avenue
Culver City, CA 90230
License #: 0229561
Anna Soto-Long
(310)837-6101 (310)837-7559
[email protected]
00012067-190653 21
The Byers Group CA
4712 Admiralty Way#206
Marina Del Rey, CA 90292-6905
Hartford Insurance Company 30104
A Y 72SBABJ8D84 08/22/2024 08/22/2025X
X
X
2,000,000
1,000,000
10,000
2,000,000
4,000,000
4,000,000
Hartford Insurance Company 30104
A 72SBABJ8D84 08/22/2024 08/22/2025
X X
1,000,000
Hartford Insurance Company 29424
B 72WECBK5XAL 08/22/2024 08/22/2025X
1,000,000
1,000,000
1,000,000
Hartford Insurance Company 30104
A 72SBABJ8D84 08/22/2024 08/22/2025Prof. Liability Professional 1,000,000 Mt. Vernon Fire Insurance 26522
C PT2002033 06/06/2024 06/06/2025Tech E & O 1,000,000
Those usual to the Insured's Operations. City of Richmond and its officers, officials, employees and agents are additional insured as provided by Blanket Additional Insured By Contract Endorsement, Form SL 30 32 attached to this policy. Coverage is primary and noncontributory per the Business Liability Coverage Form SL 00 00, attached to this policy. Waiver of Subrogation applies in favor of the Certificate Holder per the Business Liability Coverage Form SL 00 00, attached to this policy.
City of Richmond
Richmond City Hall
450 Civic Center Plaza
Richmond, CA 94804
(ASL)
Printed by ASL on 09/24/2024 at 10:30AM
ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?
INSR ADDL SUBRLTR INSD WVD
DATE (MM/DD/YYYY)
PRODUCER CONTACTNAME:
FAXPHONE (A/C, No):(A/C, No, Ext):E-MAILADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS (MM/DD/YYYY) (MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTEDCLAIMS-MADE OCCUR $ PREMISES (Ea occurrence) MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT
OTHER: $
COMBINED SINGLE LIMIT$(Ea accident)
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $
OCCUR EACH OCCURRENCE $
CLAIMS-MADE AGGREGATE $
DED RETENTION $ $
PER OTH-STATUTE ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03)
CERTIFICATE OF LIABILITY INSURANCE
Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 641
Form: SC 00 01 10 18 8
Your policy includes the liability coverages listed below. The limits in the right-hand column show the maximum amount we’ll pay.
FORM NUMBER FORM NAME LIMIT OF INSURANCE
SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM
Damage To Premises Rented To You Limit $1,000,000
General Aggregate Limit $4,000,000
Liability and Medical Expenses Limit $2,000,000
Medical Expenses Limit $10,000
Personal and Advertising Injury Limit $2,000,000
Products-Completed Operations Aggregate Limit $4,000,000 Property Damage Liability Deductible No Deductible
ADDITIONAL BUSINESS LIABILITY COVERAGES
SL 30 48 10 18 ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
SL 30 32 06 21 BLANKET ADDITIONAL INSURED BY CONTRACT Included 1 SL 30 26 10 18 HIRED AUTO AND NON-OWNED AUTO LIABILITY Included 1 1Included in Business Liability Limit(s)
ADDITIONAL INSUREDS SCHEDULES
Form Number Form Name Additional Insured Name
and Address Location
SL 30 48 10 18 ADDITIONAL INSURED - OWNERS,
LESSEES OR CONTRACTORS -
SCHEDULED PERSON OR
ORGANIZATION
City of Richmond, Richmond City
Hall
450 Civic Center Plaza, Richmond,
CA 94804
N/A
ALL OTHER BUSINESS LIABILITY FORMS
Form Number Form Name
SL 20 06 10 18 EXCLUSION - NUCLEAR ENERGY LIABILITY
SL 20 78 10 18 EXCLUSION - SILICA - BUSINESS LIABILITY COVERAGE FORM BUSINESS LIABILITY COVERAGE PREMIUM: $365*
* Price is subject to fees and surcharges. For more details, refer to Page 10 Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 642
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SL 30 32 06 21 Page 1 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)
BLANKET ADDITIONAL INSURED BY CONTRACT
This endorsement modifies insurance provided under the following:
BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.
A. The following is added to SectionC. WHO IS AN INSURED:
Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphsa. throughf. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit.
A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit.
However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part.
The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured.
The insurance afforded to such additional insured only applies to the extent permitted by law.
The limits of insurance that apply to additional insureds are described in SectionD. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in SectionE. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS.
a. Vendors
Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions:
This insurance does not apply to:
(a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you;
(c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
(e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
(f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 643
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SL 30 32 06 21 Page 2 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(i) The exceptions contained in Paragraphs(d) or(f); or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
(2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment
(1)Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises
(1)Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a)Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or
(b)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization.
d. Architects, Engineers Or Surveyors
(1)Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a)In connection with your premises;
(b)In the performance of your ongoing operations performed by you or on your behalf; or (c)In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard".
(2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:
This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including:
(i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii)Supervisory, surveying, inspection, architectural or engineering activities.
This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 644
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SL 30 32 06 21 Page 3 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service.
e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit.
(2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party
(1)Any other person or organization who is not in one of the categories or classes listed above in Paragraphsa. throughe. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a)In the performance of your ongoing operations performed by you or on your behalf; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard".
(2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:
This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, surveying, inspection, architectural or engineering activities.
This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service described in Paragraphsf.(2)(a) orf.(2)(b) above.
Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 645
Form SL 00 00 10 18
BUSINESS LIABILITY COVERAGE FORM
READ YOUR POLICY CAREFULLY
QUICK REFERENCE Beginning On Page
A. COVERAGES 1
Business Liability 1
Medical Expenses 2
Coverage Extension - Supplementary Payments 2
B. EXCLUSIONS 3
C. WHO IS AN INSURED 12
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE 14
E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS15
1. Bankruptcy 15
2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15
3. Legal Action Against Us 16
4. Separation Of Insureds 16
5. Representations 16
6. Other Insurance 16
7. Transfer Of Rights Of Recovery Against Others To Us 18 F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 18
Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 646
Form SL 00 00 10 18 Page 1 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)
BUSINESS LIABILITY COVERAGE FORM
Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered.
Throughout this Coverage Part the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the insurance company shown in the Declarations. "Policy period", as used in this Coverage Part, means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier.
The word "insured" means any person or organization qualifying as such under SectionC. Who Is An Insured.
Other words and phrases that appear in quotation marks have special meaning. Refer to SectionF. Liability And Medical Expenses Definitions.
A. COVERAGES
1. Business Liability Coverage (Bodily Injury, Property Damage, Personal And Advertising Injury) Insuring Agreement
a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply.
We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But:
(1)The amount we will pay for damages is limited as described in SectionD.Liability And Medical Expenses Limits Of Insurance; and
(2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies.
No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments.
b. This insurance applies:
(1)To "bodily injury" and "property damage" only if:
(a)The “bodily injury” or “property damage” is caused by an “occurrence” that takes place in the “coverage territory”;
(b)The "bodily injury" or "property damage" occurs during the policy period; and (c)Prior to the policy period, no insured listed under Paragraph1.of SectionC.Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2)To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph1.of SectionC.Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim:
(1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur.
d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice
(1)"Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if:
(a)The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and
(b)You are not engaged in the business or occupation of providing such services. (2)For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence".
2. Medical Expenses
Insuring Agreement
a. We will pay medical expenses as described below for "bodily injury" caused by an accident:
(1)On premises you own or rent;
(2)On ways next to premises you own or rent; or
(3)Because of your operations;
provided that:
(1)The accident takes place in the "coverage territory" and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident; and (3)The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require.
b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for:
(1)First aid administered at the time of an accident;
(2)Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3)Necessary ambulance, hospital, professional nursing and funeral services.
3. Coverage Extension - Supplementary Payments
a. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend:
(1)All expenses we incur.
(2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds.
(3)The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish, finance, arrange for, guarantee, or collateralize these bonds, whether the collateralization is characterized as premium or not. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5)All court costs taxed against the insured in the "suit". However, such costs do not include attorneys’ fees, attorneys’ expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6)Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer.
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance.
Any amounts paid under(1) through(7) above will not reduce the Limits of Insurance. b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met:
(1)The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract";
(4)The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6)The indemnitee:
(a)Agrees in writing to:
(i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit";
(iii)Notify any other insurer whose coverage is available to the indemnitee; and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and
(b)Provides us with written authorization to:
(i) Obtain records and other information related to the "suit"; and (ii)Conduct and control the defense of the indemnitee in such "suit".
So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments.
Notwithstanding the provisions of Paragraph1.b.(b)of SectionB.Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance.
Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when:
(1)We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2)The conditions set forth above, or the terms of the agreement described in Paragraph(6)above, are no longer met.
B. EXCLUSIONS
1. Applicable To Business Liability Coverage
This insurance does not apply to:
a. Expected Or Intended Injury
(1)"Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or
(2)"Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury".
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) b. Contractual Liability
(1)"Bodily injury" or "property damage"; or
(2)"Personal and advertising injury"
for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement.
This exclusion does not apply to liability for damages because of:
(a)"Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or
(b)"Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided:
(i) Liability to such party for, or for the cost of, that party’s defense has also been assumed in the same "insured contract"; and
(ii)Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for which any insured may be held liable by reason of:
(1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;
(3)Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or
(4)Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages.
This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury” or “property damage” involved that which is described in Paragraph(1), (2), (3) or(4) above.
However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving, or furnishing alcoholic beverages.
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law.
e. Employer’s Liability
"Bodily injury" to:
(1)An "employee" of the insured arising out of and in the course of:
(a)Employment by the insured; or
(b)Performing duties related to the conduct of the insured’s business; or (2)The spouse, child, parent, brother or sister of that "employee" as a consequence of(1) above.
This exclusion applies:
(1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury.
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution
(1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants":
(a)At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this paragraph does not apply to:
(i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii)"Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c)Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for:
(i) Any insured; or
(ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to:
(i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor;
(ii)"Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e)At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants".
(2)Any loss, cost or expense arising out of any:
(a)Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or
(b)Claim or “suit” by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants".
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft
(1) Unmanned Aircraft
"Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading".
This Exclusiong.(1)applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury” or “property damage” arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft".
(2) Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading".
This Exclusiong.(2)applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft that is owned or operated by or rented or loaned to any insured.
This Exclusiong.(2) does not apply to:
(a)A watercraft while ashore on premises you own or rent; (b)A watercraft you do not own that is:
(i) Less than 51 feet long; and
(ii)Not being used to carry persons or property for a charge; (c)Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured;
(d)Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft (other than “unmanned aircraft”) or watercraft;
(e)"Bodily injury" or "property damage" arising out of:
(i) The operation of any of the machinery or equipment listed in Paragraphf.(2)or f.(3)of the definition of "mobile equipment"; or
(ii)The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of “mobile equipment” if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or
(f) An aircraft (other than “unmanned aircraft”) that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage" arising out of:
(1)The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or
(2)The use of “mobile equipment” in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity.
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) i. War
"Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of:
(1)War, including undeclared or civil war;
(2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these.
j. Professional Services
"Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to:
(1)Legal, accounting or advertising services;
(2)Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3)Supervisory, inspection, architectural or engineering activities; (4)Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; (5)Any health or therapeutic service treatment, advice or instruction; (6)Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming;
(7)Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8)Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9)Any:
(a)Body piercing (not including ear piercing);
(b)Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c)Similar services;
(10)Pharmaceutical services including but not limited to:
(a)The administering, prescribing, preparing, distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b)The providing of or failure to provide home health care or home infusion products or services; and (c)Advising and consulting customers;
(11)Computer consulting, design or programming services, including web site design.
This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service.
Paragraphs(4)and(5)of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph1.e. in SectionA. Coverages.
k. Damage To Property
"Property damage" to:
(1)Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2)Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises;
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Property loaned to you;
(4)Personal property in the care, custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or
(6)That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it.
Paragraphs(1), (3)and(4)of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in SectionD. Limits Of Insurance.
Paragraph(2)of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you.
Paragraphs(3) and(4) of this exclusion do not apply to the use of elevators.
Paragraphs(3), (4), (5)and(6)of this exclusion do not apply to liability assumed under a sidetrack agreement.
Paragraphs(3)and(4)of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site.
Paragraph(6)of this exclusion does not apply to "property damage" included in the "products-completed operations hazard".
l. Damage To Your Product
"Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work
"Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard".
This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor.
n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of:
(1)A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms.
This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. o. Recall Of Products, Work Or Impaired Property
Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of:
(1)"Your product";
(2)"Your work"; or
(3)"Impaired property";
if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury
"Personal and advertising injury":
(1)Arising out of oral, written, electronic, or any other manner of publication of material, if done by or at the direction of the insured with knowledge of its falsity; Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 654
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Arising out of oral, written, electronic, or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract, except an implied contract to use another’s "advertising idea" in your "advertisement";
(5)Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement";
(6)Arising out of the wrong description of the price of goods, products or services; (7)Arising out of:
(a)Any actual or alleged infringement or violation of any intellectual property rights, such as copyright, patent, right of publicity, trademark, trade dress, trade name, trade secret, service mark or other designation of origin or authenticity; or
(b)Any injury or damage alleged in any claim or “suit” that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made against you, or by you or by any other party involved in the claim or “suit”, regardless of whether this insurance would otherwise apply.
However, this exclusion does not apply if the only allegation in the claim or “suit” involving any intellectual property right is limited to:
(i) Infringement, in your “advertisement”, of:
a. Copyright;
b. Slogan; unless the slogan is also a trademark, trade dress, trade name, service mark or other designation of origin or authenticity; or
c. Title of any literary or artistic work; or
(ii)Copying, in your “advertisement”, a person’s or organization’s “advertising idea” or style of “advertisement”.
Paragraph(7)(b)iiabove shall not apply to claims or “suits” alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8)Arising out of an offense committed by an insured whose business is:
(a)Advertising, broadcasting, publishing or telecasting; (b)Designing or determining content of web sites for others; or (c)An Internet search, access, content or service provider.
However, this exclusion does not apply to Paragraphsa., b.andc.under the definition of "personal and advertising injury" in SectionF. Liability And Medical Expenses Definitions.
For the purposes of this exclusion, the placing of frames, borders, or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting;
(9)Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control;
(10)Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act.
However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act;
(12)Arising out of:
(a)Advertising content for others on your web site;
(b)Placing a link to a web site of others on your web site; Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 655
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d)Computer code, software or programming used to enable:
(i) Your web site; or
(ii)The presentation or functionality of an "advertisement" or other content on your web site; (13)Arising out of a violation of any anti-trust law;
(14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information.
This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or
(16)Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading".
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "personal and advertising injury" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft".
However, this exclusion does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to:
(a)Infringement, in your "advertisement", of:
(i) Copyright;
(ii)Slogan; or
(iii)Title of any literary or artistic work; or
(b)Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement".
q. Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability (1)Damages because of “bodily injury” or “property damage” arising out of any access to or disclosure of any person’s or organization’s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or
(2)Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data".
This exclusion applies even if such damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraphs(1) or(2) above.
However, unless Paragraph(1)above applies, this exclusion does not apply to damages because of “bodily injury”.
r. Employment-Related Practices
"Bodily injury" or "personal and advertising injury" to:
(1)A person arising out of any:
(a)Refusal to employ that person;
(b)Termination of that person's employment; or
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© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, malicious prosecution or false arrest directed at that person; or
(2)The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs(a), (b), or(c)above is directed.
This exclusion applies:
(1)Whether the injury-causing event described in Paragraphs(a), (b), or (c) above occurs before employment, during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity; and (3)To any obligation to share damages with or repay someone else who must pay damages because of the injury.
s. Asbestos
(1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard".
(2)Any damages, judgments, settlements, loss, costs or expenses that:
(a)May be awarded or incurred by reason of any claim or “suit” alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard";
(b)Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c)Arise out of any claim or “suit” for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard".
t. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate:
(1)The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or
(4)Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information.
Damage To Premises Rented To You – Exception For Damage By Fire, Lightning Or Explosion Exclusionsc.throughh.andk.througho.do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SectionD. Liability And Medical Expenses Limits Of Insurance.
2. Applicable To Medical Expenses Coverage
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except "volunteer workers".
b. Hired Person
To a person hired to do work for or on behalf of any insured or a tenant of any insured.
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Form SL 00 00 10 18 Page 12 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) c. Injury On Normally Occupied Premises
To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws
To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities
To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests.
f. Products-Completed Operations Hazard
Included with the "products-completed operations hazard". g. Business Liability Exclusions
Excluded under Business Liability Coverage.
C. WHO IS AN INSURED
1. If you are designated in the Declarations as:
a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business, other than that described inb. throughe. below, of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers.
d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees.
2. Each of the following is also an insured:
a. Employees And Volunteer Workers
Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business.
However, none of these "employees" or "volunteer workers" are insureds for:
(1)"Bodily injury" or "personal and advertising injury":
(a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co-"employee" or that "volunteer worker" as a consequence of Paragraph(1)(a) above;
(c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs(1)(a) or(b) above; or (d)Arising out of his or her providing or failing to provide professional health care services.
If you are not in the business of providing professional health care services, Paragraph(d)does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage" to property:
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Form SL 00 00 10 18 Page 13 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (a)Owned, occupied or used by:
(b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager
Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager.
c. Temporary Custodians Of Your Property
Any person or organization having proper temporary custody of your property if you die, but only:
(1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed.
d. Legal Representative If You Die
Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part.
The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance.
3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:
a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to:
(1)"Bodily injury" or "property damage" that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization.
4. Operator Of Mobile Equipment
With respect to "mobile equipment" any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to:
a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.
5. Operator Of Nonowned Watercraft
With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability.
However, no person or organization is an insured with respect to:
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Form SL 00 00 10 18 Page 14 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.
No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations.
D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE
1. The Most We Will Pay
The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or bringing "suits".
2. Aggregate Limits
The most we will pay for:
a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations.
This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion.
3. Each Occurrence Limit
Subject to2.a.or2.babove, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations.
The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations.
4. Personal And Advertising Injury Limit
Subject to2.b.above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations.
5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner.
In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these.
6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of:
a. The limits of insurance required in a written contract, written agreement or permit; or b. The Limits of Insurance shown in the Declarations.
Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section.
If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this Policy and the endorsements is the single highest limit of liability of all Docusign Envelope ID: 1A865683-9020-4AC2-977D-8B3C40DE743D 660
Form SL 00 00 10 18 Page 15 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph3. above.
The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance.
E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS
1. Bankruptcy
Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part.
2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense
You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include:
(1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim
If a claim is made or "suit" is brought against any insured, you or any additional insured under this Coverage Part must:
(1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable.
You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable.
c. Assistance And Cooperation Of The Insured
You and any other involved insured must:
(1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or “suit”;
(2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost
No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance
If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity.
However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance.
f. Knowledge Of An Occurrence, Offense, Claim Or Suit
Paragraphsa.andb.apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to:
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Form SL 00 00 10 18 Page 16 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (1)You or any additional insured under this Coverage Part that is an individual; (2)Any partner, if you or an additional insured under this Coverage Part is a partnership; (3)Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4)Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation;
(5)Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6)Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity.
This Paragraphf. applies separately to you and any additional insured under this Coverage Part.
3. Legal action Against Us
No person or organization has a right under this Coverage Part:
a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with.
A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative.
4. Separation Of Insureds
Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies:
a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought.
5. Representations
a. When You Accept This Policy
By accepting this Policy, you agree:
(1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards
If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure.
6. Other Insurance
If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows:
a. Primary Insurance
This insurance is primary except whenb.below applies. If other insurance is also primary, we will share with all that other insurance by the method described inc. below. b. Excess Insurance
This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis:
(1) Your Work
That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work";
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© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (2) Premises Rented To You
That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner;
(3) Tenant Liability
That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusiong.of SectionB. Exclusions.
(5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusionk.of SectionB. Exclusions.
(6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or
(7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured.
However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part:
(a) Primary Insurance When Required By Contract
This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described inc. below.
(b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance.
Paragraphs(a)and(b)do not apply to other insurance to which the additional insured has been added as an additional insured.
When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers.
When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of:
(1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and
(2)The total of all deductible and self-insured amounts under all that other insurance.
We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first.
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Form SL 00 00 10 18 Page 18 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers.
7. Transfer Of Rights Of Recovery Against Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage.
F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS
1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition:
a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and
b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement.
2. "Advertising idea" means any idea for an "advertisement".
3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form.
4. "Auto" means:
a. A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or
b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged.
However, "auto" does not include "mobile equipment".
5. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the above, mental anguish or death at any time.
6. "Coverage territory" means:
a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included ina. above;
c. All other parts of the world if the injury or damage arises out of:
(1)Goods or products made or sold by you in the territory described ina. above; (2)The activities of a person whose home is in the territory described ina.above, but is away for a short time on your business; or
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)"Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication.
provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to.
7. "Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of “electronic data”, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data.
8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker".
9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document.
10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be.
11."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because:
a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by:
a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement.
12."Insured contract" means:
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in SectionD. Liability And Medical Expenses Limits Of Insurance. b. A sidetrack agreement;
c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality;
e. An elevator maintenance agreement; or
f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.
Paragraphf.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing.
However, Paragraphf. does not include that part of any contract or agreement:
(1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
(a)Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in(1) above and supervisory, inspection, architectural or engineering activities.
13."Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker".
14."Loading or unloading" means the handling of property:
a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto".
15."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on which are permanently mounted:
(1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described ina., b., c.,ord.above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types:
(1)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or
(2)Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described ina., b., c.,ord.above maintained primarily for purposes other than the transportation of persons or cargo.
However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos":
(1)Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for:
(a)Snow removal;
(b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning;
(2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and
(3)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment.
However, “mobile equipment” does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered “autos”.
16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions.
17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses:
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Form SL 00 00 10 18 Page 21 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor;
d. Oral, written, electronic, or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person’s or organization’s "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement".
18."Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed.
19."Products-completed operations hazard";
a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except:
(1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times:
(a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site.
(c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project.
Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed.
The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent.
b. Does not include "bodily injury" or "property damage" arising out of:
(1)The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or
(2)The existence of tools, uninstalled equipment or abandoned or unused materials.
20."Property damage" means:
a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it.
As used in this definition, "electronic data" is not tangible property.
21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes:
a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or
b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent.
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Form SL 00 00 10 18 Page 22 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)
22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions.
23."Unmanned aircraft" means an aircraft that is not:
a. Designed;
b. Manufactured; or
c. Modified after manufacture;
to be controlled directly by a person from within or on the aircraft.
24."Volunteer worker" means a person who:
a. Is not your "employee";
b. Donates his or her work;
c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you.
25."Your product":
a. Means:
(1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by:
(a)You;
(b)Others trading under your name; or
(c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products.
b. Includes:
(1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and
(2)The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold.
26."Your work":
a. Means:
(1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. b. Includes:
(1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and
(2)The providing of or failure to provide warnings or instructions.
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SL 30 48 10 18 Page 1 of 1
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS –
SCHEDULED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.
A. The following is added to SectionC. WHO IS AN INSURED:
Additional Insured – Owners, Lessees Or Contractors – Scheduled Person Or Organization a. The person(s) or organization(s) shown in the Declarations as an Additional Insured – Owner, Lessees Or Contractors is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(1)In the performance of your ongoing operations for the additional insured(s); or (2)In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(1)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications, payment requests, manuals or instructions; (2)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (3)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service;
(4)Monitoring, sampling, or testing service necessary to perform any of the services included in(1), (2)or(3) above;
(5)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in(1), (2) or(3) above;
c. If coverage provided to these additional insureds is required by a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision, the insurance afforded to these additional insureds will not be broader than that which you are required by the contract, agreement, or permit to provide for these additional insureds. d. The insurance afforded to these additional insureds only applies to the extent permitted by law.
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DocID #34720v1
CITY OF RICHMOND
CONTRACT AMENDMENT
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract A mendment are the City of Richmond, a public body corporate and politic, 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. Purpose. This Contract Amendment is being entered into t o amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval):
City Council Approval Date/City
Manager Execution Date: ____________________________
Effective Date: ___________________; Termination Date: ____________________________ Payment Limit: ___________________.
[check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract.
3. Contract Provisions. The parties hereto agr ee to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect.
Department:
City Project Manager:
City Project Manager E-mail:
City Project Manager Phone No:
Vendor No:
Contract No:
Description of Services:
Amendment No. ___ modifies the (check all that apply):
Term Payment Limit Service Plan Complete the Amendment History page if this Amendment is the 2nd or subsequent amendment.
Human Resources
Sharrone Taylor
[email protected]
510-620-6602
15124
5916
Recruitments on an as-needed basis.
2 The Byers Group
13157 Mindanao Way #1262
Marina Del Ray, CA 90292
Brett Byers
323-403-8279
[email protected]
40061807
10/5/2021
09/21/2021
06/30/2026
50,000
671
DocID #34720v1 Modified January 14, 2025
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Contract.
5. Cit
y of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section
7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insur
ance Coverage Updated and Maintained. Pursuant to the Contract, th e Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Author
ity; Counterparts; Signatures. Each of the signatories her eto represents and warrants that he or she has the authority to execute this Contract Amendment for the Party on whose behalf he or she is executing this Contract Amendment. This Contract Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely on electronic or scanned signatures as originals. Delivery of an executed signature page of this Contract Amendment by electronic format (including pdf) shall be the same as delivery of an original executed signature page.
CIT
Y OF RICHMOND,
a municipal corp
oration
By: _______________________________
_
Tit
le: ______________________________
Dat
e Signed: ________________________
I he
reby certify that this Amendment has been
approved by the City Council or executed by the
City Manager.
By: ________________
_______________
City Clerk
Appr
oved as to form:
By: _______________________________
City Attorney
[CONTRACTOR NAME]
(*If applicable, the Corporation Chairperson of the
Board, President, or Vice-President should sign
below.)
By: ____________________________________
Title: __________________________________
Date Signed: ____________________________
(*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant
Secretary should sign below.)
By: ___________________________________
Title: __________________________________
*(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation or
nonprofit organization, this Contract (1) should be
signed by the Chairperson of the Board, President
or Vice-President and the Chief Financial Officer
or Assistant Treasurer, or Secretary or Assistant
Secretary; (2) should have both signatures
conform to designated representative groups
pursuant to Corporations Code Section 313.)
The Byers Group
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DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
If no prior amendments, skip to next page.
The first Contract Amendment was approved by City Council or executed by the City Manager on ______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The second Contract Amendment was approved by
City Council or executed by the City Manager on
_________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The third Contract Amendment was approved
by City Council or executed by the City Manager on
_______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fourth Contract Amendment was approved
by City Council or executed by the City Manager on
________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fifth Contract Amendment was approved by Cit
y Council or executed by the City Manager on
________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to ex ceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The sixth Contract Amendment was approved b
y City Council or executed by the City Manager on
_______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
10/15/2024
06/30/2026
673
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply:
TERM
PAYMENT
LIMIT
SERVICE
PLAN
Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
________________________________________________________ (Insert Contract Effective Date)
and it terminates
________________________________________________________. (Insert new Contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $__________________. Paragraph 3 of the Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_____________________ including expenses."
“The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services:
(Insert description of additional tasks/services. Use additional pages if necessary.) ■
25,000
75,000
674
July 1, 2025
Human Resources
DATE: July 1, 2025
TO: Mayor Martinez and Members of the City Council
FROM:
Nickie Mastay, Deputy City Manager – Internal Services
Sharrone Taylor, Director of Human Resources
Subject:
Resolution Amending Staffing (Position Control)
FINANCIAL IMPACT: The total fiscal impacts will be known once the positions are filled and may result in a net savings.
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
ISSUE:
The position control (primary position list) represents all positions that may be considered during a fiscal year.
However, it does not reflect the actual number of
positions that will be filled based on available funding.
RECOMMENDED ACTION:
ADOPT a resolution amending staffing (position control) to reallocate existing positions to Paratransit Coordinator, Chief Innovation Officer, Project Coordinator (Y-Rate)
and Confidential Investigator – Human Resources (Nickie Mastay/Sharrone Taylor 510-620-6602).
DISCUSSION:
City Council approval is required to amend the City's authorized staffing (i.e., position control). Human Resources is requesting the following amendments to position control:
PARATRANIST COORDINATOR
AGENDA
REPORT
675
July 1, 2025
Human Resources is seeking City Council approval to reallocate one (1) Project Manager II to one (1) Paratransit Coordinator to oversee paratransit operations.
To ensure the efficient and effective management of paratransit operations, it is essential to add a dedicated Paratransit Coordinator. This recommendation comes from a recent audit highlighting the necessity of filling this position to oversee and streamline paratransit services. The Paratransit Coordinator will be responsible for coordinating daily operations, addressing service issues, and ensuring compliance with relevant regulations. By filling this role, the City can enhance service quality, improve customer satisfaction, and maintain operational excellence in our Paratransit department.
CHIEF INNOVATION OFFICER
Human Resources is seeking City Council approval to reallocate one (1) Information Technology Manager and add one (1) Chief Innovation Officer to position control.
The City’s collaboration with the Bloomberg Institute has resulted in an in-depth analysis of the City’s data processing and how this information is used to influence and improve government services and operations. The Bloomberg Institute recommends a Chief Innovation Officer position that will oversee this important program. The Chief Innovation Officer will play a central role in focusing on identifying opportunities for improvement, whether through new technologies, streamlined processes, or enhanced community engagement. The Chief Innovation Officer will drive transformative ideas, integrate innovative thinking across departments and align emerging technologies with City Council goals and the needs of our community, and reinforce the commitment to continuous improvement and adaptability.
PROJECT COORDINATOR (Y-Rate)
Human Resources is seeking City Council approval to reallocate one (1) Senior Administrative Analyst to one (1) Project Coordinator (Y-Rate).
There is a need to provide additional support to Emergency Services; therefore, the City is proposing adding a Project Coordinator (Y-Rate) position in the Fire Department’s Emergency Services division to assist with CERT and other critical emergency initiatives.
CONFIDENTIAL INVESTIGATOR
Human Resources is seeking City Council approval to reallocate one (1) Equipment Services Superintendent to one (1) Confidential Investigator to position control.
This role is transitioning from a part-time role to a full-time role and will conduct independent investigations and provide support to the Community Police Review Commission by ensuring they have adequate training and administrative support. The current budget includes funds for a part-time position, and the reallocation of the vacant Equipment Services Superintendent position will supplement the remaining required funds.
Benefits expenditures will be allocated appropriately in the budget. 676
July 1, 2025
The Public Works Department has significantly strengthened its leadership team by adding six key management positions for the 2024–2025 fiscal year. These strategic hires join two Public Works Deputy Directors, one Assistant Deputy Public Works Director, three superintendents and five supervisors. The new hires include a Capital Projects Manager, a new Assistant Deputy Public Works Director, who will support overall departmental leadership and strategic initiatives, a Parks Superintendent to oversee the maintenance and enhancement of park facilities, and two Parks Supervisors who will manage day-to-day operations and staff in field-level parks management. Additionally, the Equipment Services Division has bolstered its oversight capacity by appointing a new Equipment Services Supervisor. To enhance operational coordination, the division is also receiving dedicated fleet management support from the Police Department, ensuring that vehicle and equipment maintenance needs across departments are efficiently met.
With the core leadership team now fully staffed and actively engaged, the City is proposing a reallocation of one vacant superintendent position to help offset the salary and benefits costs of the Confidential Investigator. This reallocation reflects a strategic approach to meeting evolving operational and investigative needs without increasing overall staffing levels. As the City approaches the start of the new fiscal year, there is a strong emphasis on service delivery expansion, and plans are underway to hire additional front-line personnel across all Public Works divisions. These new hires will play a critical role in ensuring the consistent delivery of high-quality services—from streets and parks maintenance to rights-of-way to equipment operations—thereby reinforcing the City's commitment to maintaining a safe, clean, and well-serviced environment for all residents.
FISCAL IMPACT:
PARATRANSIT COORDINATOR
There are salary savings of $133,704 for the reallocation of Project Manager II to Paratransit Coordinator. The annual salary and benefits reflected below are a combination of base salary and projected benefits costs, which are covered by Measure J funds.
Below is a table that delineates the annual salary and benefits cost difference between Project Manager II and Paratransit Coordinator:
Project Manager II and Paratransit Coordinator Salary Comparison Current Salary Annual Fiscal Impact for Project Manager II ~$359,168 Proposed Salary Annual Fiscal Impact for Paratransit Coordinator (Measure J funding*) ~$225,464
677
July 1, 2025
Annual Salary Savings ~$133,704
*Cost is based on Step 5/top of range and estimated benefits cost of 80% respectively.
CHIEF INNOVATION OFFICER
There is a fiscal impact of $13,462 for the reallocation of the Information Technology Manager to Chief Innovation Officer. The annual salary and benefits reflected below are a combination of a base salary and projected benefits
Below is a table that delineates the annual salary and benefits cost difference between the Information Technology Manager and the Chief Innovation Officer:
Information Technology Manager and Chief Innovation Officer Salary Comparison Current Salary Annual Fiscal Impact for Information Technology Manager ~$310,811 Proposed Salary Annual Fiscal Impact for Chief Innovation Officer* ~$324,273 Annual Salary Cost ~($13,462)
*Cost is based on Step 5/top of range and estimated benefits cost of 80% respectively.
PROJECT COORDINATOR (Y-RATE)
There is a fiscal impact of $52,365 for the reallocation of the Senior Administrative Analyst to Project Coordinator (Y-Rate). The annual salary and benefits reflected below are a combination of base salary and projected benefits costs.
Below is a table that delineates the annual salary and benefits cost difference between a Senior Administrative Analyst and a Project Coordinator (Y-Rate):
Senior Administrative Analyst and Project Coordinator (Y-Rate) Salary Comparison Current Salary Annual Fiscal Impact for Senior Administrative Analyst ~$247,728 Proposed Salary Annual Fiscal Impact for Project Coordinator (Y-Rate)* ~$300,093 Annual Salary Cost ~($52,365)
**Cost is based on Step 5/top of range and estimated benefits cost of 80% respectively.
CONFIDENTIAL INVESTIGATOR
There are salary savings of $43,430 for the reallocation of an Equipment Services Superintendent to a Confidential Investigator. The annual salary and benefits reflected below are a combination of base salary and projected benefits costs.
Equipment Services Superintendent and Confidential Investigator Salary Comparison Current Salary Annual Fiscal Impact for Equipment Services Superintendent ~$330,864
Proposed Salary Annual Fiscal Impact for Confidential Investigator ~$337,434 Police Commission Part-time Budget ~$50,000
Annual Salary Savings ~$43,430
678
July 1, 2025
**Cost is based on the low range of executive position and Step 5 of mid-management position and estimated benefits cost of 80% respectively.
NEXT STEPS:
The Human Resources Department recommends the amendment of position control to add the positions detailed below. Accordingly, the attached resolution will adjust position control in the following manner:
Position Control
Action Classification Department Unit
ADD Paratransit Coordinator Transportation IFPTE Local 21 – Mid-Management Unit ADD Chief Innovation Officer City Manager’s Office IFPTE Local 21 – Executive Management Unit
ADD Project Coordinator (Y-Rate) Fire IFPTE Local 21 – Mid Management Unit ADD Confidential Investigator City Council IFPTE Local 21 – Executive Management Unit DELETE Project Manager II Transportation IFPTE Local 21 – Executive Management Unit DELETE Information Technology
Manager
Information Technology IFPTE Local 21 – Mid Management Unit DELETE Senior Administrative Analyst Fire IFPTE Local 21 – Mid- Management Unit DELETE Equipment Services
Superintendent
Public Works IPFTE Local 21 – Mid-Management Unit
DOCUMENTS ATTACHED:
Attachment 1 – Resolution Amending Position Control
679
RESOLUTION NO. _____
RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA AMENDING THE CITY’S POSITION CONTROL LIST AND BUDGET AMENDMENT
WHEREAS, pursuant to Article IV Section 1(b)(1) of the City Charter, the City Manager has the responsibility to manage all affairs of the City's operations, and appoint employees when necessary for the good service of the City; and
WHEREAS, pursuant to City Resolution No. 148-20, the City Manager has the authority to make appropriate administrative changes to the City’s position control list; and
WHEREAS, the City Manager has determined that certain amendments to the position control list are necessary to meet the operational needs of the City.
NOW THEREFORE BE IT RESOLVED, that the Richmond City Council authorizes the City Manager to modify the position control in order to meet the operational needs of the City; and amend the budget to allocate the necessary funds for salaries, wages, and benefits as required; and
BE IT FURTHER RESOLVED, that, effective July 1, 2025, the City’s position control is hereby revised to add the following positions:
Classification Department Unit
Paratransit Coordinator Transportation IFPTE Local 21 – Mid Management Unit
Chief Innovation Officer City Manager IFPTE Local 21 – Executive Management Unit
Project Coordinator Fire IFPTE Local 21 – Mid Management Unit
Confidential Investigator City Council IFPTE Local 21 – Executive -Management Unit
BE IT FURTHER RESOLVED, that, effective July 1, 2025, the City’s position control is hereby revised to delete the following positions:
-----------
Classification Department Unit
680
I hereby certify that the foregoing Resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
_____________________________
CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
____________________
Mayor
Approved as to form:
____________________
City Attorney
Project Manager II Transportation IFPTE Local 21 – Executive Management Unit
Information Technology
Manager
Information Technology IFTPE Local 21 – Mid-Management Unit Senior Administrative
Analyst
Fire Department IFPTE Local 21 – Mid-Management Unit
Equipment Services
Superintendent
Public Works IFPTE Local 21 – Mid-Management Unit
681
July 1, 2025
Human Resources
DATE: July 1, 2025
TO: Mayor Martinez and Members of the City Council
FROM:
Nickie Mastay, Deputy City Manager
Sharrone Taylor, Director of Human Resources
Subject:
Amend the Salary Schedule
FINANCIAL IMPACT: There is no fiscal impact for receiving this item.
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
ISSUE:
The City Council’s authorization is required to establish salary ranges for classifications by amending the salary schedule.
RECOMMENDED ACTION:
ADOPT a resolution amending the salary schedule to
add the salary range for Community Ambassador and
Chief Innovation Officer, Y-rate salary range for Project Coordinator, and title change for Confidential Investigator – Human Resources Department (Nickie
Mastay/Sharrone Taylor 510-620-6602).
DISCUSSION:
COMMUNITY AMBASSADOR
The City created the part-time Community Ambassador classification to support events, beautification, and community resources. This role can be assigned to any department for various duties.
Community Ambassadors act as liaisons between the City and its residents, helping to foster a sense of community and engagement. They may assist in organizing local events, promote city beautification initiatives, and provide information about available AGENDA
REPORT
682
July 1, 2025
community resources and services. By doing so, they help ensure that the City's programs and projects are effectively communicated and accessible to the public.
The Community Ambassadors are represented by SEIU Local 1021 Part-Time Bargaining Unit.
PROJECT COORDINATOR – Y-RATE
A recent arbitrator's award requires the addition of the Project Coordinator classification with a Y-rated salary to ensure the City complies with the binding decision. "Y-rate" refers to an employer paying an employee above the maximum of the salary range assigned to the position's class. This practice is allowed under certain circumstances, such as complying with a specific legal or contractual (i.e., Memorandum of Understanding) obligation. This Y-rated salary range will be used exclusively for complying with the judgment and will not apply to other positions or appointments.
The Project Coordinator classification is represented by IFPTE Local 21 Mid- Management Employees Bargaining Unit.
CONFIDENTIAL INVESTIGATOR
The City has updated the job description for Confidential and Investigative Appeals Officer to match current duties and modern conventions. The Confidential Investigator will be responsible for conducting thorough investigations into confidential matters for the Community Police Review Commission. The title will change to Confidential Investigator, but the salary range remains the same.
The Confidential Investigator classification is represented by IFPTE Local 21 Executive Management Employee Bargaining Unit.
CHIEF INNOVATION OFFICER
The City’s collaboration with the Bloomberg Institute has resulted in an in-depth analysis of the City’s data processing and how this information is used to influence and improve government services and operations. The Bloomberg Institute recommends a Chief Innovation Officer position that will oversee this important program. The Chief Innovation Officer will play a central role in focusing on identifying opportunities for improvement, whether through new technologies, streamlined processes, or enhanced community engagement. The Chief Innovation Officer will drive transformative ideas, integrate innovative thinking across departments, and align emerging technologies with City Council goals, the needs of our community and reinforce the commitment to continuous improvement and adaptability.
The Chief Innovation Officer classification is represented by IFPTE Local 21 Executive Management Employee Bargaining Unit.
NEXT STEPS:
An entry will be made on the salary schedule to add the Community Ambassador and Chief Innovation Officer salary ranges, the Y-rated Project Coordinator salary range, 683
July 1, 2025
and retitle of Confidential Investigator classification. The attached resolution will amend the salary schedule in the following manner:
Job Title Range Step 1 or
Min
Step 2 Step 3 Step 4 Step 5 or
Max
Community Ambassador 546B 19.66 20.64 21.69 22.76 23.92 Project Coordinator (Y-Rated) M111 11,429.66 12,001.46 12,601.52 13,231.60 13,893.18 Confidential Investigator (retitle) E2 15,621.96 19,527.98 Chief Innovation Officer EB 12,650.98 15,012.66
City Council approval is required to amend the publicly available salary schedule. City staff recommend approval of the resolution amending the salary schedule to add the Community Ambassador salary range, the Y-rated Project Coordinator salary range, and retitle of Confidential Investigator.
DOCUMENTS ATTACHED:
Attachment 1 – Resolution amending the salary schedule
684
RESOLUTION NO. _____
RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA
AMENDING THE SALARY SCHEDULE
WHEREAS the Department of Human Resources maintains the classification and salary schedule on behalf of the City; and
WHEREAS the City wishes to amend the salary schedule and such amendments are supported by the City Manager.
NOW THEREFORE, BE IT RESOLVED, that effective July 1, 2025, the Salary Schedule is hereby revised as follows and the Director of Human Resources shall publicly post the revised Salary Schedule.
Job Title Rang
e
Step 1 or
Min
Step 2 Step 3 Step 4 Step 5 or
Max
Community Ambassador 546B 19.66 20.64 21.69 22.76 23.92 Project Coordinator (Y-Rated) M111 11,429.66 12,001.46 12,601.52 13,231.60 13,893.18 Confidential Investigator (retitle) E2 15,621.96 19,527.98 Chief Innovation Officer EB 12,350.98 15,012.66
-----------
I hereby certify that the foregoing Resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
_____________________________
CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
____________________
685
Mayor
Approved as to form:
____________________
City Attorney
686
July 1, 2025
Human Resources
DATE: July 1, 2025
TO: Mayor Martinez and Members of the City Council
FROM:
Nickie Mastay, Deputy City Manager – Internal Services
Sharrone Taylor, Director of Human Resources
Shannon Moore, Chief Assistant City Attorney
Subject: Legal Services Agreement with Meyers Nave for
Confidential and Personnel Investigative Services
FINANCIAL IMPACT: The fiscal impact is $75,000 for the term of the agreement and is budgeted for in the Human Resources
Department Professional Services (Accounting String:
01181016-400201).
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
ISSUE:
The City requires a legal services agreement with Meyers Nave to conduct confidential personnel investigations.
RECOMMENDED ACTION:
APPROVE a legal services agreement with Meyer Nave
for an amount not to exceed $75,000 and term of July 1, 2025, through June 30, 2027, to conduct confidential and impartial personnel investigations – Human Resources
Department/City Attorney’s Office (Nickie
Mastay/Sharrone Taylor 510-620-6602/Shannon Moore
510-620-6509).
DISCUSSION:
The Human Resources Department and City Attorney’s Office requests a legal services agreement (LSA) with Meyers Nave to conduct confidential and impartial personnel investigations. The City has previously entered a contract with Meyers Nave for similar purposes.
AGENDA
REPORT
687
July 1, 2025
Camille Hamilton Pating is a labor and employment attorney, and the leader of the firm’s Workplace Investigations Practice. Ms. Pating has nearly 40 years of experience in employment law, having conducted nearly 300 workplace investigations, including matters alleging serious misconduct by company executives, elected officials, and leaders of non-profit organizations, and allegations across the employment law spectrum, including hostile work environment, fraud, abusive conduct, whistleblower matters, Title IX, reasonable accommodations, leave-of-absence issues, harassment, anti-discrimination, retaliation, and hiring and separation processes. She is well versed in the Public Safety Officers Procedural Bill of Rights Act, the Firefighters Procedural Bill of Rights, and the Weingarten rights, and develops and leads trainings on bias prevention, state and federal anti-discrimination and anti-harassment laws, and investigation best practices.
As Ms. Pating has the experience and expertise necessary to conduct workplace investigations, the City intends to retain Ms. Pating for confidential personnel investigations as an attorney of law for the purpose of facilitating the rendering of legal advice to the City.
Meyers Nave’s rates are as follows:
Attorney 2025 Public
Rates
Senior Principal $595
Principal $515
Senior Of Counsel $500
Of Counsel $475
Senior Associate $435
Mid-level Associate $415
Junior Associate $370
Senior Paralegal $250
Paralegal $240
The Human Resources Department and The City Attorney’s Office request that the City enter into legal services agreement with Meyers Nave for a not to exceed contract amount of $75,000, for a contract term beginning July 1, 2025, through June 30, 2027.
DOCUMENTS ATTACHED:
Attachment 1 – Legal Services Agreement with Meyers Nave
688
1 DocID #47258v1
LEGAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RICHMOND
AND
MEYERS NAVE
PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 1st of July, 2025 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principa l place of business located at 450 Civic Center Plaza, Richmond, California 94804 and MEYERS NAVE, comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located 1999 Harrison Street, 9th Floor, Oakland, CA 94612. 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. 689
2 DocID #47258v1
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, 2027, 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 CAMILLE HAMILTON PATING. It is agreed by and between the Parties that should it be desirable for any attorney other than CAMILLE HAMILTON PATING to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. It is agreed by and between the Parties that the City Attorney or their designee shall approve the Special Counsel assigned attorney(s) prior to the commencement of an assigned investigation.
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. 690
3 DocID #47258v1
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 A greement. Project plans and budgets shall conform to the guidelines set forth in Exhibit C (Project Plan and Budget).
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. 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.
11. 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. 691
4 DocID #47258v1
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.
12. 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.
13. AUDITS, RECORDS, AND DOCUMENTATION.
A. The City and any other federal, State or l ocal 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. 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.
14. 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.
692
5 DocID #47258v1
15. 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).
16. 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.
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.
17. 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.
693
6 DocID #47258v1
18. 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.
19. 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 t his Agreement without the prior written approval of the City Attorney.
20. NOTICES.
All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [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.
21. 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.
22. 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.
23. 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.
694
7 DocID #47258v1
24. 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.
695
8 DocID #47258v1
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.
MEYERS NAVE
By:_______________________________
Title:_____________________________
CITY OF RICHMOND
_____________________________
Name
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
__________________________
City Clerk
_____________________________
Mayor
696
Exhibit A
9 DocID #47258v1
SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall conduct confidential personnel investigations.
Special Counsel’s points of contact in the City of Richmond City Attorney’s office:
Shannon L. Moore, Chief Assistant City Attorney
Schedule of Fees & Charges:
Hourly Rates
Attorney 2025 Public rates
Sr. Principal $595
Principal $515
Sr. Of Counsel $500
Of Counsel $475
Sr. Associate $435
Mid-level Associate $415
Junior Associate $370
Sr. Paralegal $250
Paralegal $240
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 SEVENTY-FIVE THOUSAND ($75,000) for attorneys’ fees and reimbursements. 697
Exhibit B
10 DocID #47258v1
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). 698
Exhibit B
11 DocID #47258v1
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.
699
Exhibit B
12 DocID #47258v1
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.
700
Exhibit B
13 DocID #47258v1
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. 701
Exhibit C
14 DocID #47258v1
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. 702
Exhibit E
15 DocID #47258v1
CITY OF RICHMOND
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:
Vendor SCCO Compliance Statement (July2024)
703
Exhibit D
16 DocID #47258v1
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 Self - Insure, signed by the California Department of Industrial Relations and Self - Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61 .
General Liability
(primary and excess
limits combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
704
Exhibit D
17 DocID #47258v1
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. 705
Exhibit D
18 DocID #47258v1
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 approva l, 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.
706
July 1, 2025
Human Resources
DATE: July 1, 2025
TO: Mayor Martinez and Members of the City Council
FROM:
Nickie Mastay, Deputy City Manager – Internal Services
Sharrone Taylor, Human Resources Director
Patrick Seals, Administrative Chief
Subject:
Contract Amendment No. 2 with Set-Up for Success
FINANCIAL IMPACT: The proposed fiscal impact is $188,000 for a total not to exceed in the amount of $270,500. Funding will come
from various departments Professional Services 400201.
PREVIOUS COUNCIL
ACTION:
November 19, 2024
March 25, 2025
STATEMENT OF THE
ISSUE:
City Council is required to approve a contract
amendment with Set-Up for Success to add to the scope,
extend the date, and increase the payment limit.
RECOMMENDED ACTION:
APPROVE a second contract amendment with Set-Up for
Success with a term expiration of June 30, 2026, and an increase to the payment limit of $188,000, for a total
amount not to exceed $270,500, and APPROPRIATE
funds as required for continued organizational consulting services – Human Resources (Nickie Mastay/Sharrone
Taylor/Patrick Seals 510-620-6602).
AGENDA
REPORT
707
July 1, 2025
DISCUSSION:
City staff are making a formal request for the City Council to approve an amendment to the existing contract with Set Up for Success consulting agency. They have been instrumental in providing consulting services related to the City’s limited access protocol and have provided consultation and coaching to several City departments (Attachment 1 and 2). Their expertise has not only enhanced internal communication and collaboration among City staff but has also led to improved workflows, enhanced communication strategies, and a more cohesive approach to tackling the challenges faced by our teams and community partners.
To that end, City staff are proposing a contract amendment that revises the scope, term, and payment limit of their current agreement. This amendment is essential to ensure that the ongoing vital work, as outlined in the attached draft second contract amendment, can be effectively implemented (Attachment 3). The proposed changes will not only extend the duration of the partnership which allows the City to maintain the momentum of our collaborative efforts but will also provide the resources necessary for Set Up for Success to further enhance their services to the City and continue to foster a more unified and efficient operational environment. Your support in adopting this resolution is essential for maintaining the momentum of our collaborative efforts and achieving the desired outcomes.
The proposed second amendment seeks to revise the scope of work, extend the contract term, and increase the payment limit to ensure the continuation and expansion of this critical work (Attachment 3). These changes will enable the City to build upon the progress made to date and provide the necessary resources for Set Up for Success to further advance a unified, efficient, and responsive operational environment.
Approval of this amendment is essential to sustaining momentum and achieving the City’s goals for improved internal processes and collaborative engagement.
FISCAL IMPACT:
The fiscal impact of this amendment is $188,000 for a total not-exceed-contract amount of $270,500. Funding will be budgeted in subsequent departmental budgets as required.
RECOMMENDATION:
City staff recommend the City Council approve the contract amendment with Set-Up for Success by amending the scope of work, extending the term expiration to June 30, 2026, and increasing the payment limit by $188,000, for a total amended not-to-exceed amount of $270,500, and appropriating fund as required.
DOCUMENTS ATTACHED:
708
July 1, 2025
Attachment 1 – Set-Up for Success Executed Contract
Attachment 2 – Set Up for Success Draft Contract Amendment 1 Attachment 3 – Set Up for Success Draft Contract Amendment 2
709
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.
City Managers Office
LaShonda White
[email protected]
(510) 620-6828
16884
7298
Set-up for Success will provide consultation services for the retreat planning, facilitation of the retreat, and providing follow-up coaching for department heads.
Set-up for Success
101 W American Canyon Rd. Suite # 508-334
American Canyon, CA, 94503
Mia Settles Tidwell
(916) 957-9610
[email protected]
40067714
50,000.00
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603710
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
Set-up for Success
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 CEO/President
2/6/2025
2/10/2025
City Manager
711
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]:
Set-up for Success
7298
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 712
BACKGROUND
A. The Client is of the opinion that the Consultant has the necessary background, qualifications, experience, and expertise to provide facilitation and consulting services to the Client.
B. The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions outlined in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
ABOUT THE CITY OF RICHMOND, CITY MANAGER’S OFFICE
“The City Manager's office is responsible for carrying out the policies of the City Council and managing the City's departments and program activities. The City Manager's Office plays a crucial role in local governance by implementing City Council policies, directing various city departments and administrative functions, and providing daily leadership in policy development and implementation. Additionally, the City Manager’s Office ensures the efficient and equitable delivery of essential city services, oversee budgetary processes, and manage inter-governmental relations and public information functions.
Furthermore, the office takes charge of initiating and developing both short and long-term special projects, as well as directing significant economic development initiatives, all aimed at enhancing the well-being of the community and its residents.”
CLIENT
City of Richmond
450 Civic Center Plaza, Suite 300
Richmond, CA 94804
CONSULTANT
Dr. Mia Settles-Tidwell
101 W. American Canyon Rd. Suite 508-334
American Canyon, CA 94503
ABOUT SET-UP FOR SUCCESS CONSULTING
The name says it all. It’s simple. We set individuals and organization up for success. Utilizing equity- centered, innovative, practical, and situational approaches to leadership development and organizational health. We build the capacity of clients to strategically navigate and thrive within an ever- evolving educational, corporate, financial, social, and political landscape.
With a proven record of success, individuals and organizations will discover the power within to successfully address workplace dilemmas, lower risk to individuals and organization, curate action plans, achieve strategic goals, and prepare for the next level of transformative impact.
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 713
SERVICES PROVIDED
The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the “Services”). The Services will include:
a. Phase I-Pre-Planning the Action Planning Retreat [December 2024-January 2025]- Co- construct the agenda for the January Action Planning Retreat with Irene Lozano, executive assistant and LaShonda White, deputy city manager. Gather data about the City Manager’s Office Management Leadership Team (MLT), goals, objectives, priorities, and outcomes to establish a culture of utilizing work plans for improved communications and project management. In addition, co-construct with action planning retreat planning team the design of a pre-survey to be distributed for baseline data collection and listening session questions. Analyze data and codify themes and patterns of responses to inform retreat planning and recommendations. b. Phase II- Retreat Facilitation & Follow-Up [January-February 2025]- Prepare and facilitate an2- day action planning retreat with the Management Leadership Team (MLT). The in-person retreat will be designed for up to seventeen (17) retreat participants. This action planning retreat will include an agenda, presentation, activities, introduction of a proprietary nested work plan template, and tools for implementation of the nested work plans. All notes and agreed upon decisions/ outcomes from the retreat will be codified by the Consultant and provided to the City Manager’s Office for accurate record-keeping and accountability/ follow-up. c. Phase III Facilitation & Implementation of Work Plans [March-May 2025]- Post-retreat follow- up activities, MLT meetings, staff meetings and consultation regarding building communication pathways, structures, and feedback loops that strengthen and embed the nested work plans into all aspects of the City Manager Office workplace culture, including but not limited to performance evaluations, city council presentations, and accountability reporting (as determined by the client & consultant).
d. Phase IV Executive Coaching and Next Level Support for MLT Leaders [February-June 2025]- Provide executive coaching, a 360-leadership assessment, and next level support consultation.
Furthermore, the service will be for at least three (3) of the sixteen (16) MLT participants. This will include monthly 1:1 coaching and leadership development to support implementation of the proprietary nested workplan. Attend at least one staff meeting with the three (3) MLT leaders who receive the first round of executive coaching and leadership development/ check-ins.
The Services can also include any other facilitation and consulting tasks which the Parties may agree upon. The Consultant hereby agrees to provide such Services to the Client, through addendum or request in writing. Additional budget may apply.
SCOPE OF WORK, DELIVERABLES & MILESTONES
I. The Consultant will deliver on the following activities in Phases described in the table by the agreed upon date/time, unless modified verbally or in writing by the Parties. The Client will provide compensation for the delivery of services outlined in the chart below:
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 714
Phases I-IV- Timeline, Activities and Costs for Services Timeline Activity Description Deliverable Costs
December 2024-
January 2025
Virtual pre-planning meeting(s)
with City Manager’s Office planning
team to co-construct the pre-survey
questions, agenda prep, and gather
baseline data in preparation for the
action planning retreat. Review and
research the MLT/ City Manager
Office data: goals, objectives,
priorities, office culture. Develop
the online pre-survey tool and
analyze data from the online pre-
survey. Plan and prepare all
activities, tools, and presentation in
preparation for the retreat.
Projected: 20 hours of pre- planning
for action planning
retreat.
Pre-survey design and
agenda, activities, and
tools established for the
action planning retreat.
$7,500
January 2025 Set-up room environment for the
action planning retreat. Facilitate
the in-person action planning
retreat for up to 17 participants.
Facilitate all activities and
introduction of tools during the
retreat. Summarize notes, decisions
and outcomes from the retreat.
Send all notes and follow- up items/
deliverables to the City
Manager’s Office. Projected: 20
The MLT have
meaningful engagement
and leave the retreat
with clear and aligned
work plans for 2025.
$7,500
hours of prep-facilitation-post
retreat work.
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 715
February 2025 Post retreat follow-up meetings and
debrief of the retreat outcomes
with City Manager and planning
team. Introduce structures to
support shifting to a work plan
culture including feedback loops
and accountability measures/
check- ins. Attend at least one
follow-up meeting with MLT on
Wednesdays. Projected: 8 hours
of work.
Accountability
structures and shifting
to work plan culture.
$3,000
February 2025 Provide executive coaching and
next level support consultation to
at least three (3) MLT participants.
Specifically, the two deputy city
managers and one of the
department directors. This will
include monthly 1:1 coaching and
leadership development to support
implementation of the proprietary
nested workplan.
Attend at least one staff
department director meetings with
MLT leaders who receive the first
round of executive coaching and
leadership development/ check-
ins. Projected: 10 hours
Executive coaching,
leadership development
and support for
embedding workplans
into departments.
$3,750
March 2025 Facilitate discussions with City
Manager, Deputy City Manager,
and Executive Assistant about how
work plans can be used to inform
City Manager report preparation
for City Council Meetings. Attend at
least one follow-up meeting and
provide updates to MLT. Design and
facilitate a prioritizing and
managing your time 2- hour
workshop for the MLT. Projected
12 hours of work.
Work plans informing
City Manager Reports.
$4,500
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 716
March 2025 Provide executive coaching and
next level support consultation to
at least three (3) MLT participants.
Executive coaching,
leadership development
and
$3,750
Specifically, the two deputy city
managers and one of the
department directors. This will
include monthly 1:1 coaching and
leadership development to support
implementation of the proprietary
nested workplan.
Attend at least one staff
department director meetings with
MLT leaders who receive the first
round of executive coaching and
leadership development/ check-
ins. Projected: 10 hours
support for embedding
workplans into
departments.
April 2025
Facilitate discussions with City
Manager and HR about work plan
alignment with performance
evaluation processes. Host one-
one 30- minutes check-in meetings
with each of the MLT members to
check-on progress with utilization
of the work plans. These meetings
can be virtual.
Attend follow-up meeting and
provide updates to City Manager
and MLT. Projected 12 hours of
work.
To support client
through the change
management process to
embed work plans into
the culture of the City
Manager’s Office.
$4,500
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 717
April 2025 Provide executive coaching and
next level support consultation to
at least three (3) MLT participants.
Specifically, the two deputy city
managers and one of the
department directors. This will
include monthly 1:1 coaching and
leadership development to support
implementation of the proprietary
nested workplan.
Attend at least one staff
department director meetings with
MLT leaders who receive the first
round of executive coaching and
leadership development/ check-
ins. Projected: 10 hours
Executive coaching,
leadership development
and support for
embedding workplans
into departments.
$3,750
May 2025 Prepare an agenda and conduct a
Wednesday MLT presentations
on progress with work plans.
MLT presentations on
work plan progress.
$3,000
These presentations will be
conducted at the Wednesday
meetings using a presentation
template prepared and introduced
by the consultant. Four MLT
members will be scheduled in the
MLT weekly Wednesday meetings
to w present their work plan
progress on goals, objective and
outcomes. Projected 8 hours of
work.
June 2025 Conduct a 360 Assessment of each
of the selected department
directors. Analyze the data and
provide feedback to each of the
leaders on their leadership
development: strengths areas of
opportunity, and workplan
progress.
Projected: 10 hours
360 Assessment $3,750
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 718
Phase I, II, IV Professional
Facilitation Services
$45,000
Phase I- IV- Budget Summary
Professional Services: $45,000 (e.g. direct services delivered to client) Indirect Services: $ 4,500 (e.g. 10% of direct services costs for administrative fees) Total: $49,500/ US Dollars
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 719
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
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.
7298
Set-up for Success
LaShonda White
LaShonda White
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 720
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: ________________________________________________ 7298
Set-up for Success
LaShonda White
[email protected]
Set-up for Success
101 W American Canyon Rd. Suite # 508-334
American Canyon, CA, 94503
[email protected]
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 721
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
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, 7298
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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.
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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 7298
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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 7298
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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 7298
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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.
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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 7298
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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, 7298
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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. 7298
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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”):
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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
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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)
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___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($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 F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
PROJECT COST R EQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
Required Policy Conditions
Additional Insured Endorsement
Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 735
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies.
The fact that
insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin .
The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 736
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
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:
7298
Set-up for Success
Docusign Envelope ID: 686F27F1-0E82-4A3B-87C3-FC420BC9F603 CEO/President
2/6/2025
Mia Settles Tidwell
Set-Up for Success
737
DocID #34720v1
CITY OF RICHMOND
CONTRACT AMENDMENT
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract A mendment are the City of Richmond, a public body corporate and politic, 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. Purpose. This Contract Amendment is being entered into t o amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval):
City Council Approval Date/City
Manager Execution Date: ____________________________
Effective Date: ___________________; Termination Date: ____________________________ Payment Limit: ___________________.
[check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract.
3. Contract Provisions. The parties hereto agr ee to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect.
Department:
City Project Manager:
City Project Manager E-mail:
City Project Manager Phone No:
Vendor No:
Contract No:
Description of Services:
Amendment No. ___ modifies the (check all that apply):
Term Payment Limit Service Plan Complete the Amendment History page if this Amendment is the 2nd or subsequent amendment.
Human Resources
Sharrone Taylor
[email protected]
510-620-6602
16884
7298
Set-Up for Success will provide consultation services for establishing limited assistance protocol - Senate Bill 54, Chapter 45 Implementation Plan. 1 Set-Up for Success
101 W. American Canyon Road. Suite 508-334
American Canyon, CA 94503
Mia Settles Tidwell
916-957-9610
[email protected]
02/10/2025
01/01/2025
06/30/2025
50,000
738
DocID #34720v1 Modified January 14, 2025
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Contract.
5. Cit
y of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section
7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insur
ance Coverage Updated and Maintained. Pursuant to the Contract, th e Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Author
ity; Counterparts; Signatures. Each of the signatories her eto represents and warrants that he or she has the authority to execute this Contract Amendment for the Party on whose behalf he or she is executing this Contract Amendment. This Contract Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely on electronic or scanned signatures as originals. Delivery of an executed signature page of this Contract Amendment by electronic format (including pdf) shall be the same as delivery of an original executed signature page.
CIT
Y OF RICHMOND,
a municipal corp
oration
By: _______________________________
_
Tit
le: ______________________________
Dat
e Signed: ________________________
I he
reby certify that this Amendment has been
approved by the City Council or executed by the
City Manager.
By: ________________
_______________
City Clerk
Appr
oved as to form:
By: _______________________________
City Attorney
[CONTRACTOR NAME]
(*If applicable, the Corporation Chairperson of the
Board, President, or Vice-President should sign
below.)
By: ____________________________________
Title: __________________________________
Date Signed: ____________________________
(*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant
Secretary should sign below.)
By: ___________________________________
Title: __________________________________
*(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation or
nonprofit organization, this Contract (1) should be
signed by the Chairperson of the Board, President
or Vice-President and the Chief Financial Officer
or Assistant Treasurer, or Secretary or Assistant
Secretary; (2) should have both signatures
conform to designated representative groups
pursuant to Corporations Code Section 313.)
Set-Up for Success
739
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
If no prior amendments, skip to next page.
The first Contract Amendment was approved by City Council or executed by the City Manager on ______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The second Contract Amendment was approved by
City Council or executed by the City Manager on
_________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The third Contract Amendment was approved
by City Council or executed by the City Manager on
_______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fourth Contract Amendment was approved
by City Council or executed by the City Manager on
________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fifth Contract Amendment was approved by Cit
y Council or executed by the City Manager on
________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to ex ceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The sixth Contract Amendment was approved b
y City Council or executed by the City Manager on
_______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
740
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply:
TERM
PAYMENT
LIMIT
SERVICE
PLAN
Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
________________________________________________________ (Insert Contract Effective Date)
and it terminates
________________________________________________________. (Insert new Contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $__________________. Paragraph 3 of the Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_____________________ including expenses."
“The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services:
(Insert description of additional tasks/services. Use additional pages if necessary.) ■
06/30/2025
12/31/2025
■
32.500
82,500
■
See attached Service Plan - Attachment A
741
SET-UP FOR SUCCESS, D.B.A. | STATEMENT OF WORK | CONFIDENTIAL & PROPRIETARY ______INITIALS 2
ABOUT SET-UP FOR SUCCESS CONSULTING
The name says it all. It’s simple. We set individuals and organization up for success. Utilizing equity- centered, innovative, practical, and situational approaches to leadership development and organizational health. We build the capacity of clients to strategically navigate and thrive within an ever-evolving educational, corporate, financial, social, and political landscape.
With a proven record of success, individuals and organizations will discover the power within to successfully address workplace dilemmas, lower risk to individuals and organization, curate action plans, achieve strategic goals, and prepare for the next level of transformative impact.
SERVICES PROVIDED
The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the “Services”). The Services will include:
In an effort to support cities, organizations, and institutions of learning in operationalizing California Senate Bill 54, chapter 495, the following consultancy is designed to make it simpler to safeguard our communities from being unlawfully targeted, deposed, seized, dehumanized, or questioned based solely on their citizenship status, perceived race/ethnicity, or origin of birth. a. Phase I- Pre-Consultation Meeting (s) and Facilities Assessment [Mar ch 2025]- In the State of California, we do not interfere with immigration enforcement, but we do “limit assistance with im
migration enforcement to the fullest extent possible consistent with federal and state law.” Essentially, we do not assist ICE in their efforts to execute their mission. Meet with key stakeholders: City Manager, City Attorney, Director of Human Resources, Chief of Police and Director of Public Works, Associate Management Analyst, and Executive Director of the Housing Authority to assist with implementation plan of Senate Bill 54, chapter 495. Conduct a facilities assessment (walk through) to identify three types of spaces: limited access, restrict access and public spaces.
b. Phase II- Update Staff Guidance on a Limited Assistance & Escalation Protocol [ March-April 2025]- It is required by Federal and State laws that any Immigration Customs Enforcement (I.C.E.) official must present the proper authorization and documentation to execute any of the work of I.C.E. in relationship to any human-be ing. According to the U.S. Constitution, this work should be executed without discrimination based on race/ethnicity, color, gender, religion, disability, origin of birth, etc. The development of an escalation protocol would include the City Attorney or designated person who can authorize the various types of subpoenas or wa
rrants prior to Immigration Customs Enforcement (I.C.E.) seizing any individual. The protocol would also include role designation for the Chief of Police, Chief of Fire, City Manager, Director of Human Resources, Executive Director of Housing, and Director of Public Works and other designated officials.
Attachment A
742
3 c. Phase III- Development of a city employee FAQ and Community “Red Card” resources [April 2025]- Communication is key. The consultant will support the city employees with the development of an FAQ and community knowledge “red card” system of resources. These resources can be either posted to a website and/or distributed through City Council committees, taskforces, and neighborhood councils.
d. Phase IV- City Staff and City Council professional development and training [ May-June 2025]- Provide two 2-hour workshops and/or trainings on the Limited Access Protocol with up to 30 individuals per training/workshop.
The Services can also include any other facilitation and consulting tasks which the Parties may agree upon. The Consultant hereby agrees to provide such Services to the Client, through addendum or request in writing. Additional budget may apply.
SCOPE OF WORK , DELIVERABLES & MILESTONES
I. The Consultant will deliver on the following activities in Phases described in the table by the agreed upon date/time, unless modified verbally or in writing by the Parties. The Client will provide compensation for the delivery of services outlined in the chart below:
Phases I-IV- Timeline, Activities and Costs for Services Timeline Activity Description Deliverable Costs
Phase I [March 2025]
Specific date for
assessment/walkthrough
to be determined (TBD).
Pre-Consultation meeting(s).
Scheduled walk through of
designated areas such as: limited
access, restrict access, and public
spaces. Identify needed signage
and individuals who will
participate in phase IV
training/workshops.
Designation of
different types of
spaces/building and
levels of access based
on location and type
of facilities.
$10,000
Phase II [March-April
2025]
Update and expand the Limited
Assistance and Escalation
Protocol. The consultant will use
the information gather to
develop the 2nd draft of the City
of Richmond Limited Assistance
and Escalation Protocol and
tracking system to report on ICE
activities in the city.
Public Safety &
Accountability
structures and Limited
Assistance Protocol in
alignment with Senate
Bill 54, chapter 495
and City of Richmond
ordinance 29-90 N.S.
$4,000
Phase III [March-March
April]
Update of the Limited Assistance
FAQ and gathering of
community resources, (e.g. Red
Card Program)
Communication tools:
FAQ for website and
community
knowledge and
distribution.
$3,500
743
4 Phase IV [May-June
2025]
Develop and facilitate two, 2-
hour workshops for City staff,
City Council, and designated
community members to properly
implement the Limited Access
protocol.
Two customized crisis
management and
limited assistance
workshops for the City
of Richmond
stakeholders.
$15,000
Phase I-IV Professional
Consultation Services
$32,500
Phase I- IV- Budget Summary
Professional Services: $32,500 (e.g. direct services delivered to client) Indirect Services: $ 3,250 (e.g. 10% of direct services costs for administrative fees) Total: $35,750/ US Dollars
Note: The total does not include direct services (e.g. reimbursements for travel, accommodations, meals, and transportation expenses). These will be invoiced separately. 744
DocID #34720v1
CITY OF RICHMOND
CONTRACT AMENDMENT
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract A mendment are the City of Richmond, a public body corporate and politic, 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. Purpose. This Contract Amendment is being entered into t o amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval):
City Council Approval Date/City
Manager Execution Date: ____________________________
Effective Date: ___________________; Termination Date: ____________________________ Payment Limit: ___________________.
[check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract.
3. Contract Provisions. The parties hereto agr ee to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect.
Department:
City Project Manager:
City Project Manager E-mail:
City Project Manager Phone No:
Vendor No:
Contract No:
Description of Services:
Amendment No. ___ modifies the (check all that apply):
Term Payment Limit Service Plan Complete the Amendment History page if this Amendment is the 2nd or subsequent amendment.
Human Resources
Sharrone Taylor
[email protected]
510-620-6602
16884
7298
Set-Up for Success will provide consultation services.
2 Set-Up for Success
101 W. American Canyon Road. Suite 508-334
American Canyon, CA 94503
Mia Settles Tidwell
916-957-9610
[email protected]
40067714
02/10/2025
01/01/2025
06/30/2025
50,000
745
DocID #34720v1 Modified January 14, 2025
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Contract.
5. Cit
y of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section
7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insur
ance Coverage Updated and Maintained. Pursuant to the Contract, th e Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Author
ity; Counterparts; Signatures. Each of the signatories her eto represents and warrants that he or she has the authority to execute this Contract Amendment for the Party on whose behalf he or she is executing this Contract Amendment. This Contract Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely on electronic or scanned signatures as originals. Delivery of an executed signature page of this Contract Amendment by electronic format (including pdf) shall be the same as delivery of an original executed signature page.
CIT
Y OF RICHMOND,
a municipal corp
oration
By: _______________________________
_
Tit
le: ______________________________
Dat
e Signed: ________________________
I he
reby certify that this Amendment has been
approved by the City Council or executed by the
City Manager.
By: ________________
_______________
City Clerk
Appr
oved as to form:
By: _______________________________
City Attorney
[CONTRACTOR NAME]
(*If applicable, the Corporation Chairperson of the
Board, President, or Vice-President should sign
below.)
By: ____________________________________
Title: __________________________________
Date Signed: ____________________________
(*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant
Secretary should sign below.)
By: ___________________________________
Title: __________________________________
*(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation or
nonprofit organization, this Contract (1) should be
signed by the Chairperson of the Board, President
or Vice-President and the Chief Financial Officer
or Assistant Treasurer, or Secretary or Assistant
Secretary; (2) should have both signatures
conform to designated representative groups
pursuant to Corporations Code Section 313.)
Set-Up for Success
746
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
If no prior amendments, skip to next page.
The first Contract Amendment was approved by City Council or executed by the City Manager on ______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The second Contract Amendment was approved by
City Council or executed by the City Manager on
_________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The third Contract Amendment was approved
by City Council or executed by the City Manager on
_______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fourth Contract Amendment was approved
by City Council or executed by the City Manager on
________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fifth Contract Amendment was approved by Cit
y Council or executed by the City Manager on
________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to ex ceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The sixth Contract Amendment was approved b
y City Council or executed by the City Manager on
_______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
32,500
82,500
12/31/2025
747
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply:
TERM
PAYMENT
LIMIT
SERVICE
PLAN
Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
________________________________________________________ (Insert Contract Effective Date)
and it terminates
________________________________________________________. (Insert new Contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $__________________. Paragraph 3 of the Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_____________________ including expenses."
“The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services:
(Insert description of additional tasks/services. Use additional pages if necessary.) ■
06/30/2025
06/30/2026
■
188,000
270,500
■
See attached Service Plan - Attachment A
748
SET-UP FOR SUCCESS, D.B.A. | STATEMENT OF WORK | CONFIDENTIAL & PROPRIETARY ______INITIALS 3
SCOPE OF WORK , DELIVERABLES & MILESTONES
I. The Consultant will deliver on the following activities in Phases described in the table by the agreed upon date/time, unless modified verbally or in writing by the Parties. The Client will provide compensation for the delivery of services outlined in the chart below:
Phases I-IV- Timeline, Activities and Costs for Services Timeline Activity Description Deliverable Costs
July 1-December 31,
2025
Conduct an organizational health
assessment of Human Resources
within the Division of Internal
Services that assess the following
five areas of an organization:
CULTURE
COMPOSITION
CAPACITY
CURRENCY
CELEBRATION :
Projected: 200 hours of work
Organizational Health
Report and
Recommendations
$75,000
July 1-June 30, 202 6 Provide executive coaching and
next level support consultation to
four (6) MLT participants. Two for
six months and four for one-year.
Specifically, the Deputy Director
of Community Services and
Office of Neighborhood Safety
Leadership
Development,
Executive View,
Executive Presence,
and Executive
Visioning of and for
the organization.
$45,000
ATTACHMENT A
749
SET-UP FOR SUCCESS, D.B.A. | STATEMENT OF WORK | CONFIDENTIAL & PROPRIETARY ______INITIALS 4 (6-months), Director of Code
Enforcement, Director of HR,
Deputy City Manager, Director of
Finance, and Administrative
Chief. This will include monthly
1:1 coaching and leadership
development to support
leadership development and
implementation of the selected
recommendations from the
organizational health assessment.
Conduct a 360 Assessment
Report on three of the four
coachees. Projected: 80 hours
January 1- June 30,
2026
Pre-plan and co-construct the
agenda, presentations, activities
for the Performance Excellence
Retreat & Follow-Up/Post retreat
in accordance with the
organizational health assessment
and strategic work plan. Attend
at least two MLT meetings as a
follow-up from the retreat.
Projected: 60 hours
Performance
Excellence Retreat &
Follow-Up for
Implementation
$22,500
September 1 -June 30,
2026
Review of the training options
[required vs. recommended] for
quality, relevance, format, and
implementation for professional
staff and leadership. Review the
life cycle of a City of Richmond
employee, current performance
evaluation system and make
recommendations for
improvements to the system for
increased retention, promotion,
and proactive succession
planning. Projected 60 hours
Training Guidance
Documents and
Strengthened
Capacity Building
Updated Performance
Evaluation System
Recommendations
$22,500
Phase I, II, III, IV
Professional
Facilitation Services
$180,000
Phase I- IV- Budget Summary
Professional Services: $1 80,000 (e.g. direct services delivered to client) Indirect Services: $ 18,000 (e.g. 10% of direct services costs for administrative fees) 750
SET-UP FOR SUCCESS, D.B.A. | STATEMENT OF WORK | CONFIDENTIAL & PROPRIETARY ______INITIALS 5 Total: $188,000/ US Dollars
Note: The total does not include direct services (e.g. reimbursements for travel, accommodations, meals, and transportation expenses). These will be invoiced separately. 751