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withdrawn or recalled from the market or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 or electronic
publication of material, if done by or at
the direction of the insured with
knowledge of its falsity;
(2) Arising out of oral, written or electronic
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 any violation of any
intellectual property rights such as
copyright, patent, trademark, trade
name, trade secret, service mark or
other designation of origin or
authenticity.
However, this exclusion does not
apply to infringement, in your
"advertisement", of
(a) Copyright;
(b) Slogan, unless the slogan is also
a trademark, trade name, service
mark or other designation of origin
or authenticity; or
(c) Title of any literary or artistic work;
(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 Paragraphs a., b. and c.
under the definition of "personal and
advertising injury" in Section G. –
Liability And Medical Expenses
Definitions.
For the purposes of this exclusion,
placing an "advertisement" for or
linking to others on your web site, by
itself, is not 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) An "advertisement" for others on
your web site;
(b) Placing a link to a web site of
others on your web site;
(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;
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(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; or
(15) Arising out of discrimination or
humiliation committed by or at the
direction of any "executive officer",
director, stockholder, partner or
member of the insured.
q. Electronic Data
Damages arising out of the loss of, loss of
use of, damage to, corruption of, inability
to access, or inability to manipulate
"electronic data".
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
(c) Employment-related practices,
policies, acts or omissions, such as
coercion, demotion, evaluation,
reassignment, discipline,
defamation, harassment, humiliation
or discrimination 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 the
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 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.
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. Violation Of Statutes That Govern E-
Mails, Fax, Phone Calls Or Other
Methods Of Sending Material Or
Information
"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; or
(3) Any statute, ordinance or regulation,
other than the TCPA or CAN-SPAM Act
of 2003, that prohibits or limits the
sending, transmitting, communicating or
distribution of material or information.
Damage To Premises Rented To You –
Exception For Damage By Fire, Lightning
or Explosion
Exclusions c. through h. and k. through o. 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
Section D. - Liability And Medical Expenses
Limits Of Insurance.
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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.
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 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:
(a) Owned, occupied or used by,
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(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" registered in
your name under any motor vehicle registration
law, 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 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:
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.
6. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written
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BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a
permit issued by a state or political
subdivision, that such person or organization
be added as an additional insured on your
policy, 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 an endorsement issued
by us and made a part of this Coverage Part,
including all persons or organizations added
as additional insureds under the specific
additional insured coverage grants in Section
F. – Optional Additional Insured Coverages.
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;
(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
Subparagraphs (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.
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(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;
or
(b) In the performance of your
ongoing operations performed by
you or on your behalf.
(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 by or for you, 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, inspection,
architectural or engineering
activities.
e. Permits Issued By State Or Political
Subdivisions
(1) Any state or political subdivision, but
only with respect to operations
performed by you or on your behalf for
which the state 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 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 an insured under Paragraphs a.
through e. 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;
(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 or written
agreement 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, 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:
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(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, inspection,
architectural or engineering
activities.
The limits of insurance that apply to additional
insureds are described in Section D. – Limits
Of Insurance.
How this insurance applies when other
insurance is available to an additional insured
is described in the Other Insurance Condition
in Section E. – Liability And Medical Expenses
General Conditions.
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 applies
separately to each of your "locations"
owned by or rented to you.
"Location" means premises involving the
same or connecting lots, or premises
whose connection is interrupted only by a
street, roadway or right-of-way of a
railroad.
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 to 2.a. or 2.b above, 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 to 2.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 specified in a
written contract, written agreement or
permit issued by a state or political
subdivision; 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.
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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 coverages
applicable to such claim or "suit". However, this
paragraph does not apply to the Medical Expenses
limit set forth in Paragraph 3. 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 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 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 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, 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 the additional
insured's own insurance.
f. Knowledge Of An Occurrence, Offense,
Claim Or Suit
Paragraphs a. and b. apply to you or to
any additional insured only when such
"occurrence", offense, claim or "suit" is
known to:
(1) You or any additional insured that is
an individual;
(2) Any partner, if you or an additional
insured is a partnership;
(3) Any manager, if you or an additional
insured is a limited liability company;
(4) Any "executive officer" or insurance
manager, if you or an additional
insured is a corporation;
(5) Any trustee, if you or an additional
insured is a trust; or
(6) Any elected or appointed official, if you
or an additional insured is a political
subdivision or public entity.
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This Paragraph f. applies separately to
you and any additional insured.
3. Financial Responsibility Laws
a. When this policy is certified as proof of
financial responsibility for the future under
the provisions of any motor vehicle
financial responsibility law, the insurance
provided by the policy for "bodily injury"
liability and "property damage" liability will
comply with the provisions of the law to
the extent of the coverage and limits of
insurance required by that law.
b. With respect to "mobile equipment" to
which this insurance applies, we will
provide any liability, uninsured motorists,
underinsured motorists, no-fault or other
coverage required by any motor vehicle
law. We will provide the required limits for
those coverages.
4. Legal Action Against Us
No person or organization has a right under
this Coverage Form:
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 Form 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.
5. 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.
6. 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.
7. 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 when b.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described in c.
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 or
similar coverage for "your work";
(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 Exclusion g. of
Section A. – Coverages.
(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 Exclusion k. of Section A. –
Coverages.
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(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 in c.
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.
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.
8. 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.
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F. OPTIONAL ADDITIONAL INSURED
COVERAGES
If listed or shown as applicable in the Declarations,
one or more of the following Optional Additional
Insured Coverages also apply. When any of these
Optional Additional Insured Coverages apply,
Paragraph 6. (Additional Insureds When Required
by Written Contract, Written Agreement or Permit)
of Section C., Who Is An Insured, does not apply
to the person or organization shown in the
Declarations. These coverages are subject to the
terms and conditions applicable to Business
Liability Coverage in this policy, except as
provided below:
1. Additional Insured - Designated Person Or
Organization
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations, 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; or
b. In connection with your premises owned
by or rented to you.
2. Additional Insured - Managers Or Lessors
Of Premises
a. WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured -
Designated Person Or Organization; but only
with respect to liability arising out of the
ownership, maintenance or use of that part of
the premises leased to you and shown in the
Declarations.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:
This insurance does not apply to:
(1) Any "occurrence" which takes place
after you cease to be a tenant in that
premises; or
(2) Structural alterations, new
construction or demolition operations
performed by or on behalf of such
person or organization.
3. Additional Insured - Grantor Of Franchise
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured -
Grantor Of Franchise, but only with respect to
their liability as grantor of franchise to you.
4. Additional Insured - Lessor Of Leased
Equipment
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured – Lessor of Leased Equipment,
but only with respect to 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(s) or organization(s).
b. 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.
5. Additional Insured - Owners Or Other
Interests From Whom Land Has Been
Leased
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured – Owners Or Other Interests From
Whom Land Has Been Leased, but only
with respect to liability arising out of the
ownership, maintenance or use of that part
of the land leased to you and shown in the
Declarations.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:
This insurance does not apply to:
(1) Any "occurrence" that takes place
after you cease to lease that land; or
(2) Structural alterations, new
construction or demolition operations
performed by or on behalf of such
person or organization.
6. Additional Insured - State Or Political
Subdivision – Permits
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the state or political subdivision
shown in the Declarations as an Additional
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Insured – State Or Political Subdivision -
Permits, but only with respect to
operations performed by you or on your
behalf for which the state or political
subdivision has issued a permit.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:
This insurance does not apply to:
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of operations performed for
the state or municipality; or
(2) "Bodily injury" or "property damage"
included in the "product-completed
operations" hazard.
7. Additional Insured – Vendors
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
(referred to below as vendor) shown in the
Declarations as an Additional Insured -
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".
b. The insurance afforded to the vendor is
subject to the following additional exclusions:
(1) 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, unless 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;
(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
Subparagraphs (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.
8. Additional Insured – Controlling Interest
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured –
Controlling Interest, but only with respect to
their liability arising out of:
a. Their financial control of you; or
b. Premises they own, maintain or control
while you lease or occupy these premises.
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This insurance does not apply to structural
alterations, new construction and demolition
operations performed by or for that person or
organization.
9. Additional Insured – Owners, Lessees Or
Contractors – Scheduled Person Or
Organization
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured – Owner, Lessees Or Contractors,
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 an 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, or failure to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders, designs or
drawings and specifications; or
(2) Supervisory, inspection, architectural
or engineering activities.
10. Additional Insured – Co-Owner Of Insured
Premises
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or Organization(s) shown in the
Declarations as an Additional Insured – Co-
Owner Of Insured Premises, but only with
respect to their liability as co-owner of the
premises shown in the Declarations.
The limits of insurance that apply to additional
insureds are described in Section D. – Limits Of
Insurance.
How this insurance applies when other insurance
is available to an additional insured is described in
the Other Insurance Condition in Section E. –
Liability And Medical Expenses General
Conditions.
G. LIABILITY AND MEDICAL EXPENSES
DEFINITIONS
1. "Advertisement" means the widespread public
dissemination of information or images that
has the purpose of inducing the sale of goods,
products or services through:
a. (1) Radio;
(2) Television;
(3) Billboard;
(4) Magazine;
(5) Newspaper;
b. The Internet, but only that part of a web
site that is about goods, products or
services for the purposes of inducing the
sale of goods, products or services; or
c. Any other publication that is given
widespread public distribution.
However, "advertisement" does not include:
a. The design, printed material, information
or images contained in, on or upon the
packaging or labeling of any goods or
products; or
b. An interactive conversation between or
among persons through a computer network.
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 land motor vehicle, trailer or
semi-trailer designed for travel on public
roads, including any attached machinery or
equipment. But "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:
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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 in a. 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 in a. above;
(2) The activities of a person whose home
is in the territory described in a.
above, but is away for a short time on
your business; or
(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
programs:
a. Stored as or on;
b. Created or used on; or
c. Transmitted to or from
computer software, including systems and
applications software, hard or floppy disks,
CD-ROMS, tapes, drives, cells, data
processing devices or any other media which
are used with electronically controlled
equipment.
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 Section
D. – 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,
provided the "bodily injury" or "property
damage" is caused, in whole or in part, by
you or by those acting on your behalf.
Tort liability means a liability that would be
imposed by law in the absence of any
contract or agreement.
Paragraph f. 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, Paragraph f. does not include
that part of any contract or agreement:
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(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
(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 in a., b., c., or d.
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 in a., b., c., or d.
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.
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:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
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c. The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room, dwelling or
premises that the person occupies,
committed by or on behalf of its owner,
landlord or lessor;
d. Oral, written or electronic 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 or electronic 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";
g. Infringement of copyright, slogan, or title of
any literary or artistic work, in your
"advertisement"; or
h. Discrimination or humiliation that results in
injury to the feelings or reputation of a
natural person.
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.
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. "Volunteer worker" means a person who:
a. Is not your "employee";
DocuSign Envelope ID: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 167
BUSINESS LIABILITY COVERAGE FORM
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.
24. "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.
25. "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.
DocuSign Envelope ID: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 168
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.
Community Development
Jesus Morales
[email protected]
(510) 620-6649
14781
/ 6415
Land Econ Group will provide on-call real estate development economic and financial analyses related to real estate property negotiations.
✔
2 Land Econ Group
One Sansome Street, Suite 3500
San Francisco, CA 94104
William W. Lee, Senior Partner
(415) 851-9328
[email protected]
4006-0713
December 31, 2024
✔
March 13, 2023
February 7, 2022
October 31, 2023
50,000.00
Docusign Envelope ID: 154324B1-A1BE-4EB3-A229-9050C1D82B62 169
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.
Land Econ Group
Docusign Envelope ID: 154324B1-A1BE-4EB3-A229-9050C1D82B62 Senior Partner
Deputy City Manager
10/28/2024
170
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
Land Econ Group
2 / 6415
February 7, 2022
December 31, 2026
None.
Docusign Envelope ID: 154324B1-A1BE-4EB3-A229-9050C1D82B62 171
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
The first Contract Amendment was approved by City Council of the City of Richmond 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 exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The second Contract Amendment was approved by City Council of the City of Richmond 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 exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The third Contract Amendment was approved by City Council of the City of Richmond 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 exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The fourth Contract Amendment was approved by City Council of the City of Richmond 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 exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The fifth Contract Amendment was approved by City Council of the City of Richmond 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 exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
Land Econ Group
2 / 6415
October 4, 2023
50,000.00
December 31, 2024
✔
December 31, 2026
50,000.00
50,000.00
50,000.00
50,000.00
✔
Docusign Envelope ID: 154324B1-A1BE-4EB3-A229-9050C1D82B62 172
___ 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.
Docusign Envelope ID: 154324B1-A1BE-4EB3-A229-9050C1D82B62 173
___ 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: 154324B1-A1BE-4EB3-A229-9050C1D82B62 174
___ 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: 154324B1-A1BE-4EB3-A229-9050C1D82B62 175
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
6/17/2024
(HD) Heffernan Insurance Brokers
1350 Carlback Avenue
Walnut Creek CA 94596
Mercedes Adeolokun
925-934-8500
925-934-8278
[email protected]
License#: 0564249
Sentinel Insurance Company, Limited
11000
LANDECO-02
Aspen American Insurance Company
43460
Land Econ Group LLC
One Sansome Street, Suite 3500
San Francisco CA 94104
1609271660
A
X
2,000,000
X
1,000,000
10,000
2,000,000
4,000,000
X
Y
Y
57SBAID7154
10/11/2023
10/11/2024
4,000,000
A
2,000,000
2,000,000
X
X
57SBAID7154
10/11/2023
10/11/2024
B
Professional Liability
AAAE100693-05
4/30/2024
4/30/2025
Limit per Claim
Aggregate Limit
2,000,000
2,000,000
The City of Richmond, its officers, officials, employees, agents and volunteers are included as an additional insured and primary with respects to the General Liability Policy per the attached endorsements, if required. Waiver of Subrogation is included on General Liability policy per the attached endorsement, if required.
City of Richmond
450 Civic Center Plaza
Richmond CA 94804
Docusign Envelope ID: 154324B1-A1BE-4EB3-A229-9050C1D82B62 176
Docusign Envelope ID: 154324B1-A1BE-4EB3-A229-9050C1D82B62 177
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Docusign Envelope ID: 154324B1-A1BE-4EB3-A229-9050C1D82B62 181
October 7, 2025
Community Development
DATE: October 7, 2025
TO: Mayor Martinez and Members of the City Council
FROM:
Lina Velasco, Community Development Department
Subject:
Legal Services Agreement Amendment No. 1 with Burke,
Williams & Sorensen, LLP
FINANCIAL IMPACT: The proposed Legal Service Agreement would be paid using fees collected by parties the City is negotiating with or via proceeds from disposition or lease transactions.
Professional Services funds are allocated in the
Community Development budget in (Account String:
15061219-400206)
PREVIOUS COUNCIL
ACTION:
June 20, 2023
STATEMENT OF THE
ISSUE:
The Community Development Department is seeking
approval to execute a first amendment to the Legal
Services Agreement with Burke, Williams & Sorensen,
LLP to continue supporting staff in negotiating and
representing the City in various real estate transactions, representing the City and the Successor Agency to the
former Richmond Community Redevelopment Agency.
The amendments would add additional fund and extend
the term.
RECOMMENDED ACTION:
APPROVE a first amendment to the Legal Services
Agreement with Burke, Williams & Sorensen, LLP, in the
amount of $400,000, for a total contract amount not to
exceed $800,000, with a term ending on December 31,
2028, to continue representing the City in real estate
negotiations, including property disposition and/or leases AGENDA
REPORT
182
October 7, 2025
to be paid for using deposits from negotiating parties
and/or transaction proceeds – Community Development
Department (Lina Velasco 510-620-6706).
DISCUSSION:
A Legal Services Agreement was approved by the City Council on June 20, 2023, with Burke, Williams & Sorensen, LLP (“Burke”), to represent the City and the Successor Agency in recent real estate transactions including the Metrowalk Phase 2, Miraflores, 12th and Macdonald, City’s Homekey project, and to support future Surplus Land Act disposition or lease projects.
To continue Burke’s support to the City and the Successor Agency, City staff is recommending a first amendment to the Legal Services Agreement to increase the budget by $400,000, for a total contract amount of $800,000, for a term ending December 31, 2028, to provide for representation of the City and the Successor Agency in real estate negotiations, including property disposition and/or leases and financing documents.
Burke’s attorneys have substantial experience in such matters and provide special counsel services to numerous cities, housing authorities, and other public agencies throughout the Bay Area and California on redevelopment/successor agency operational matters, real estate and affordable housing development and finance matters, and compliance with land use and related laws, including the Surplus Lands Act. In addition, the attorneys have been extremely prompt and thorough.
SYNERGISTIC POLICIES:
The contemplated work to be supported by Burke would help realize various strategic goals adopted by the City Council, including completing the development of Miraflores and Metrowalk Phase 2.
DOCUMENTS ATTACHED:
Attachment 1 – First Amendment to the Legal Services Agreement Attachment 2 – Original Legal Services Agreement
183
Burke (land use/real-estate)--First Amendment to LSA
DocID #53227v2
A-1
FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
BETWEEN
THE CITY OF RICHMOND
AND
BURKE, WILLIAMS & SORENSEN, LLP
This First Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and BURKE, WILLIAMS & SORENSEN, LLP (“Special Counsel”) (the "First Amendment") is entered into as of October 7, 2025, by and between the City and Special Counsel with reference to the following facts:
RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City- related entities on June 20, 2023 for an amount not to exceed $400,000 and term ending June 30, 2026; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation by $ 400,000.00 and extend the term to June 30, 2028; and
WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this First Amendment.
NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:
1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this First Amendment.
2. Effect of First Amendment. Except as provided in this First Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this First Amendment increases the compensation limit by $400,000.00 and extends the term to June 30, 2028.
3. Counterparts. This First Amendment may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.
[Signatures on following page]
184
Burke (land use/real-estate)--First Amendment to LSA
DocID #53227v2
A-2
IN WITNESS WHEREOF, the City and Special Counsel have caused this First Amendment to be effective as of the last date written above.
CITY OF RICHMOND BURKE WILLIAMS & SORENS EN,
LLP
________________________ By __________________________ Mayor
Title _________________________
Attest:
By: _____________________
City Clerk
Approved as to form:
By: _____________________
City Attorney
185
Burke (land use/real-estate)--First Amendment to LSA
DocID #53227v2
A-3
Attachment 1
SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall provide legal advice and assistance in connection with land use, real estate, and affordable housing development, disposition, leasing and finance matters; Successor Agency compliance and operational issues; and other matters as requested.
Special Counsel’s point(s) of contact in the City of Richmond City Attorney’s office is/are:
Shannon Moore, Chief Assistant City Attorney
James Atencio, Senior Assistant City Attorney
Schedule of Fees & Charges:
HOURLY RATES
Rates non-cost
recovery
matters
Rates for
projects that
are cost
recoverable
Susan Bloch $425 $465
Other
Partners
$400 $450
Senior
Associates
$365 $395
Junior
Associates
$335 $350
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 EIGHT HUNDRED THOUSAND Dollars ($800,000) for attorneys’ fees and reimbursements. 186
DocuSign Envelope ID: 4B455A25-8363-4C04-BCEE-81742AC7D3F1 DocuSign Envelope ID: 1D08A4B8-46CD-4065-BD1F-5FE9954A2E90
LEGAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RICHMOND
AND
BURKE, WILLIAMS & SORENSEN, LLP
PREAMBLE
This legal services agreement ("Agreement") is made and entered into on this2ou,day of June, 2023 (the "Effective Date") by and between the City of Richmond, California, a chartered California municipal corporation ("City"), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and BURKE, WILLIAMS & SORENSEN, LLP comprised of attorneys licensed to practice law in the State of California ("Special Counsel") with its principal place of business located at 1999 HARRISON STREET SUITE 1650, 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 confams, 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 187
DocuSign Envelope ID: 4B455A25-8363-4C04-BCEE-81742AC7D3F1 DocuSign Envelope ID: 1 D0BA4B8-46CD-4065-BD1 F-5FE9954A2E90 time to time under the terms and conditions of this Agreement.
2. DESCRIPTION OF SERVICES TO BE PROVIDED.
These services may include, but are not limited to, providing advice and counsel on legal matters affecting City, performing legal research, representing City in judicial proceedings in state and/or federal court or other dispute resolution forums or before administrative agencies, negotiating contracts and drafting contracts, correspondence and other legal documents as may become necessa1y. These services shall also include the preparation and delivery of status reports to City as specified in paragraph 11 of this Agreement.
3. TERM OF AGREEMENT.
The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on JUNE 30, 2026, unless the parties extend the Agreement in writing, The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.
4. ASSIGNMENT OF DUTIES.
It is contemplated that no other attorney will be assigned from Special Counsel other than SUSAN BLOCH and MAX BLUM. It is agreed by and between the Parties that should it be desirable for any attorney other than SUSAN BLOCH or MAX BLUM to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.
5. PUBLIC FUNDING.
Special Counsel and City mutually recognize that Special Counsel's services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Special Counsel scrupulously adheres to principles of moderation, frugality and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost-effective representation in all aspects of this Agreement.
6. PAYMENT FOR SERVICE.
In consideration for Special Counsel's performance of legal services on behalf of City under the tenns 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 2 188
DocuSign Envelope ID: 48455A25-8363-4C04-BCEE-81742AC7D3F1 DocuSign Envelope ID: 1 D08A4B8-46CD-4065-BD1 F-5FE9954A2E90 hourly rates and for authorized expenses set fot1h 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 perfonned by retained consultants, subcontractors, expe11s or other personnel may be billed to City only if approved in writing by the City Attorney.
Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.
7. BILLING INVOICES.
Special Counsel shall, within fifteen ( 15) 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 fo11h 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] .us.
8. PROJECT PLAN AND BUDGET AND RESERVES.
Special Counsel shall provide a project plan and budget for any project or case assigned to Special Counsel under this Agreement. Project plans and budgets shall conform to the guidelines set fo11h in Exhibit C (Project Plan and Budget) and Exhibit D (Mandatory Case Reporting Policy), when the case is reportable to the City's excess insurance carrier, California Joint Powers Risk Management Authority (CJPRMA). If the case is repo11able to CJPRMA, Special Counsel shall provide an initial repo11 notifying them of the claim or lawsuit within 30 days of receipt of the assignment and the estimated exposure. The City Attorney and Risk Manager shall be copied on all correspondence sent to CJPRMA.
9. LITIGATION GUIDELINES.
When litigation is included in the scope of work, litigation guidelines as specified in Exhibit E are to be followed.
10. BILLING.
Special Counsel shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service. Special Counsel shall not bill for hours other than those hours expressly devoted to the tasks approved in advance by the City Attorney. Special Counsel agrees it will not bill for time, which is not specifically devoted to the task(s). Special Counsel shall not use legal professionals for secretarial work and under no circumstances shall Special Counsel have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by a law clerk, assistant or secretary.
11. STATUS REPORTS.
3 189
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Please also attach any referenced filings to your status report.
12. TERMINATION.
Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Special Counsel agrees to turn over to any attorney substituted in its place, the entire file for any matters requested by the City and attorney work product regarding any active matter, within seven (7) days of any such termination.
13. CONFLICTS OF INTEREST.
A. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.
B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City during the term of this Agreement, and to forego the representation if the City Attorney objects for any reason. Special Counsel will comply with all applicable rules of professional conduct relating to conflict of interest.
14. ASSIGNMENTS AND SUCCESSORS IN INTEREST.
City and Special Counsel bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.
15. AUDITS, RECORDS, AND DOCUMENTATION.
A. The City and any other federal, State or local governmental agency, and any of their 4 190
DocuSign Envelope ID: 4B455A25-8363-4C04-BCEE-81742AC7D3F1 DocuSlgn Envelope ID: 1 D0BA4B8-46CD-4065-BD1 F-5FE9954A2E90 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.
16. NON-DISCRIMINATION.
A. As set forth in Chapter 2.28 of Richmond Municipal Code, no discrimination will be made in the employment of any person under this Agreement because of race, religious creed, sex, sexual orientation, national origin or ancestry. Special Counsel agrees to meet all requirements of the Richmond Municipal Code pertaining to nondiscrimination in employment.
B. If Special Counsel is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
17. HOLD HARMLESS/INDEMNIFICATION.
Special Counsel agrees to indemnify, hold harmless, release and defend to the maximum extent permitted by law, and covenants not to sue, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, any negligent acts, errors or omissions (including, without limitation, professional negligence) of Special Counsel, its employees, representatives, subcontractors, or agents in connection with the performance of this Agreement. This Agreement to indemnify, hold harmless, release and defend includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Special Counsel and its employees or agents, and members of the general public). 5 191
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18. INSURANCE REQUIREMENTS.
Special Counsel shall maintain in full force and effect the following insurance policies:
A. Commercial general liability policy (bodily injury and property damage); B. Worker's compensation/employer's liability policy;
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 F, attached to this Agreement and incorporated by this reference.
19. CONFIDENTIALITY AND DISCLOSURE.
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.
20. AMENDMENTS.
This Agreement, including any Exhibits attached to it, represents the entire understanding of the Patties 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 Patties to this Agreement.
21. ENGAGEMENT OF OTHER COUNSEL, SPECIALISTS, OR EXPERTS.
Special Counsel will not engage or otherwise incur an obligation to pay other counsel, specialists, or experts for services in connection with this Agreement without the prior written approval of the City Attorney.
22. NOTICES.
6 192
DocuSign Envelope ID: 4B455A25-8363-4C04-BCEE-81742AC7D3F1 DocuSign Envelope ID: 1 D08A4B8-46CD-4065-BD1 F-5FE9954A2E90 All notices, invoices, repotts or other communication to the Patties shall be properly sent via electronic mail to [email protected] .ca.us and to Special Counsel at its principal place of business listed on page one of this Agreement.
Either Patty may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.
23. LAW GOVERNING AGREEMENT.
This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.
24. INVALID PROVISIONS.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in patt, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby.
25. LICENSE REQUIREMENTS.
Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required.
7 193
DocuSign Envelope ID: 4B455A25-8363-4C04-BCEE-81742AC7D3F1 DocuSlgn Envelope ID: 1 D0BA4B8-46CD-4065-BD1 F-5FE9954A2E90 The Patties 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 Patties that this Agreement shall become operative on the Effective Date.
BURKE, WILLIAMS & SORENSEN,
LLP
By: G.:~FP~1
~~-e ... ec ... 4e...,o-... - -------
Title: Partner
8 CITY OF RICHMOND
G """"'"'' by,
~1::!~CC4~~
Mayor/ City Manager
N Eduardo Martinez ame: ----------
APPROVED AS TO FORM :
ATTEST :
G;;~~~~
City Clerk
194
DocuSign Envelope ID: 4B455A25-8363-4C04-BCEE-81742AC7D3F1 DocuSign Envelope ID: 1 D08A4B8-46CD-4065-BD1 F-5FE9954A2E90 Exhibit A
SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall provide legal advice and assistance in com1ection with land use, real estate, and affordable housing development, disposition, leasing and finance matters; Successor Agency compliance and operational issues;_;_ and other matters as requested.
City of Richmond Contact Attorney: Shannon Moore, Chief Assistant City Attorney Schedule of Fees & Charges:
Hourly Rates through June 30, 2024. For succeeding years, hourly rates will increase on July 1 each year by the greater of 3% over the preceding year's hourly rates or the percentage change in the Consumer Price Index over the preceding year as published by the U.S. Department of Labor Bureau of Labor Statistics Los Angeles-Riverside-Orange County Consumer Price Index-All Urban Consumers ("CPI-U"),
Rates non-cost Rates for
recovery projects that
matters are cost
recoverable
Susan Bloch $425 $465
Other $400 $450
Partners
Senior $365 $395
Associates
Junior $335 $350
Associates
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 Four Hundred Thousand Dollars ($400,000) for attorneys' fees, excluding reimbursable fees paid by developers on cost-recovery matters.
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BILLING PROTOCOLS/GUIDELINES
The City of Richmond ("City") has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.
These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.
Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.
I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the attorney, 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). 10 196
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Exhibit B
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 performance of the service. e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.
When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney's Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
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J. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel's billing practices.
1. 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.
ID. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
• Actual printing costs;
• Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
• Actual cost of postage (including express mail delivery charges); • Facsimile charges at the rate of $0.25 per page;
• Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services;
• Actual cost of long distance telephone calls;
• Transcription and reporter's fees; and
• Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. 12 198
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b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
c. Any expense other than those listed in section "a." must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that "rush" or "expedited" messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel's overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City's requests for additional information about a bill. r. 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. 13 199
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PROJECT PLAN AND BUDGET
Project plans and budgets should conform to the following guidelines:
a. The project plan shall include a projection of recommended strategies and actions to be taken in the project and a range of costs for each such strategy or action. b. If the scope of work includes representation of the City in litigation, the project plan shall include the following elements, with explanations:
• Anticipated total costs;
• The primary issues;
• The probability of success; and
• A settlement/trial recommendation
The project plan will be modified during the litigation as the need arises. c. The project budget shall include an estimate of the attorneys' hours and fees and disbursements during each phase and/or activity. All anticipated expenses must be listed and costs estimated.
d. In the event of litigation, the project budget shall include, but not be limited to, estimates for:
• Pre-commencement (legal and factual research for the complaint or answer); • Pleadings;
• Preliminary motions;
• Initial discovery;
• Factual investigation of merits (interviewing clients, employees and third parties);
• Review and abstract City's documents;
• Expert (non-medical) investigation and reports;
• Medical experts and examinations;
• Legal research on merits;
• More thorough discovery (including the identity of deponents and expected costs of each deposition and preparation);
• Settlement negotiations;
• Trial preparation; and
• Trial.
e. The project budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. f. The project budget is not a fixed fee agreement and is subject to revision. g. Special Counsel shall provide revisions to the project plan or budget at the request of the City Attorney.
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h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, ifrequested, may constitute a breach and result in termination of this Agreement. 15 201
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California Joint Powers Risk Management Authority
Mandatory Case Reporting Policy
Pursuant to Section VII (Conditions) of the Memorandum of Coverage, the following rule is applicable to all cases reported to CJPRMA.
The Authority shall be entitled to complete access to the covered party's claim file, the defense attorney's complete file, and all investigation material and reports, including all evaluations and information on negotiations. The covered party shall be responsible to report the progress of the litigation and any significant developments at least quarterly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the covered party by its defense attorneys and/or its agents.
In addition, the CJPRMA Board of Directors has adopted the following mandatory case reporting standards:
1) Defense counsel is expected to provide a written analysis ofliability and exposure in any reported claim no later than ninety days following receipt of the file from the member agency. CJPRMA understands that the liability picture may develop as discovery is ongoing, but this does not excuse the responsibility of providing an early, objective analysis of the file, subject to later developments. An early analysis not only permits the JP A member to set an accurate reserve level, but also permits the member entity to decide whether to actively litigate the case, try to settle the case, or limit discovery based upon the exposure.
2) The initial status report should provide, at a minimum, a brief synopsis of the facts giving rise to the lawsuit; the status of the pleadings, including any discussions of demurrers or motions to dismiss, or cross-complaints; a summary and analysis of plaintiff's injuries, damages and exposures in the case; an initial impression of liability; any requests for additional investigation; a brief outline of the discovery planned; and an evaluation of anticipated litigation costs. The report need not be lengthy, and typically might not exceed three to five pages, but must address the issues directly and in a straightforward manner so that the member entity and CJPRMA can set cost and loss reserves as necessary. 3) Defense counsel is responsible to report, in writing, the setting of a trial date, settlement conference date, hearing date on motion for summary judgment or similar dispositive motion in any litigated case, within one week of the date on which a court establishes such date.
4) Defense counsel is responsible to report, in writing, all settlement demands or offers within one week of the time the offer is made or the demand is received. 16 202
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5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This need not be a multi-page deposition summary, but must, at a minimum, include a concise report of major events occurring at the deposition, and an evaluation of the effect of the deposition testimony on the case. 6) Finally, no later than sixty days before the date set for trial in any case, defense counsel is responsible to report, in writing, on (1) an assessment of liability in the case, (2) the adverse potential exposure if liability is found, (3) a concise summary of injuries sustained and/or claims, (4) an assessment of any other factors (such as local jury tendencies, appearance of important witnesses, etc.) that may affect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status repo1ts from defense counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.
This policy is designed to protect the member entity and CJPRMA, so that they can make informed litigation decisions on rep01ted cases. Past experience has shown that defense counsel retained by the member entities of CJPRMA are high-caliber, hard working attorneys who have done very well for their clients, and CJPRMA is grateful for their efforts. Defense counsel are cautioned, however, that case reporting is given a high priority by CJPRMA and its members, and is a major consideration in evaluating counsel's performance. 17 203
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LITIGATION GUIDELINES
The following guidelines should be followed when the scope of work includes representing the City in litigation:
a. The Special Counsel shall consult the City Attorney regarding the component parts of litigation handled so that the City Attorney, in consultation with the City Council, if necessary, can determine whether a particular activity is reasonable in light of its costs and benefits.
b. The City Attorney must approve the identity and number of staff assigned to the litigation, and any changes.
c. All pleadings shall be submitted to the City Attorney for review prior to filing. d. Copies of major work product, pleadings, motions, orders, decisions, research memoranda, reports on significant developments, and quarterly status reports shall be submitted to keep the City Attorney advised of any major developments in the lawsuit.
Such copies shall be provided in electronic format compatible with software in the City Attorney's office.
e. Generally, the City Attorney will rely upon Special Counsel for guidance on litigation strategy. Nonetheless, prior approval from the City Attorney is necessary for demurrers, motions for summary judgment and discovery motions.
f. City expects that Special Counsel will resolve all discovery disputes without court intervention. If this is impossible due to the conduct of others, please inform the City Attorney immediately. City's intent is to have discovery be fair and open with the money spent on reviewing relevant items that are discovered, not on discovery battles. g. Provide full descriptions of legal tasks performed. This will help the City Attorney follow case development and understand Firm's strategy. h. Some types of litigation-related expenses require prior approval by the City Attorney, including, but not limited to, experts and investigators. Expenses over a certain dollar amount always require prior approval. See Section ill (Reimbursements) of Exhibit B (Billing Protocols and Guidelines) of this Agreement for a list of those expenses that may be reimbursed.
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City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM Insurance requirements and limits .
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for Injuries to persons or damages to property which may arise from or In connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability Insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional Insured for general liability coverage, as well as a waiver of subrogation for Workers ' Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these Insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work .
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum llmlts 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.)
Re uired Covera e Minimum Limits
Workers' Compensation and
Employers' Liability
General Liability
(primary and excess limits
combined)
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:/lwww.ci.richmond.ca. us/index.aspx?nid-61 .
$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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October 7, 2025
Finance Department
DATE: October 7, 2025
TO: Mayor Martinez and Members of the City Council
FROM:
Emily Combs, Director of Finance
Mubeen Qader, Deputy Director of Finance
Jerry Gurule, Accounting Manager
Antonio Banuelos, Accounting Manager
SUBJECT:
Investment and Cash Balance Report, Monthly Overtime
Reports, Documentary Transfer Tax Report, and Other
Post-Employment Benefits (OPEB) and Pension Report
for the Month of August 2025
FINANCIAL IMPACT: There is no fiscal impact for receiving this item.
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
ISSUE:
City staff is requesting that the City Council receive the City’s Investment and Cash Balance Report, Monthly
Overtime Reports, Documentary Transfer Tax Report,
and Other Post-Employment Benefits (OPEB) and
Pension Report for the month of August 2025.
RECOMMENDED ACTION:
RECEIVE the City’s Investment and Cash Balance
Report, Monthly Overtime Reports, Documentary
Transfer Tax Report, and Other Post-Employment
Benefits (OPEB) and Pension Report for the month of
August 2025 – Finance Department (Emily Combs 510-
620-6740).
AGENDA
REPORT
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October 7, 2025
DISCUSSION:
Investment and Cash Balance Report
It is the policy of the City of Richmond (City) to invest public funds in a manner that prioritizes safety and liquidity over yield while meeting the daily cash flow demands of the City and conforming to all state and local statutes governing the investment of public funds. In accordance with California Government Code Section 53646 and the City’s Investment Policy, the Director of Finance shall report monthly on the City's pooled and Bond funds to the City Manager and City Council and shall report quarterly on other investments.
The Investment and Cash Balance Report is a monthly report of the City’s pooled cash balance, which includes General Fund, Special Revenue, Debt Service, Capital Projects, Enterprise, Internal Service, Trust & Agency, Redevelopment/Successor Agency, and any other Funds investment activities under the direction of the City (Attachment 1).
On June 24, 2025, the City officially awarded a contract to Meeder Public Funds, Inc. to provide investment management and advisory services. Meeder’s approach emphasizes diversification, asset allocation, and advanced risk mitigation techniques.
Meeder’s strategy focuses on the City’s cash flow needs to prioritize safety and liquidity.
These strategies are designed to safeguard the City’s principal investments, especially during periods of market volatility. Meeder’s approach ensures that our portfolio remains resilient and well-positioned to meet cash flow demands.
The Federal Reserve (i.e. Fed) lowered the Fed Funds rate by 25 basis points to 4.00 percent – 4.25 percent on September 17, 2025, the first cut of this year, restarting an interest-rate-cutting cycle that has been on pause since December 2024; stating the deterioration of the labor market being the primary impetus. The Fed also updated their Summary of Economic Projections (SEP) and their dot plot. The Fed’s dot plot shows individual forecasts from the 19 Federal Open Market Committee (FOMC) members regarding the likely future path of the Federal Funds rate. The median of the dots projects one cut of 25 basis points in both 2026 and 2027, which are fewer cuts than the Fed Funds futures market is expecting. The Fed Funds futures market is pricing in approximately 60 basis points of cuts for 2025 and end the year around 3.8 percent.
Overtime Reports
The overtime reports for the month of August 2025 provides a comparative summary of budgeted overtime to actual overtime usage by department for miscellaneous and sworn staff. Year-over-year and month-over-month totals are included for sworn staff (Attachments 2 and 3).
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October 7, 2025
Documentary Transfer Tax
On June 24, 2024, the City Council requested monthly updates of the Transfer Tax received by the City of Richmond from Contra Costa County for the sale of properties in Richmond. As this is the most volatile revenue stream for the City, the amounts received month-to-month can vary from as low as $300,000 to upwards of $7 million – a few large sales can widely swing the revenues.
In September 2025, the City received the documentary transfer tax data report from the County, which identified that the tax revenue for August 2025 would total $380,656 (Attachment 4).
Other Post-Employment Benefits (OPEB) & Pension Report
The City is permitted to pre-fund its future Pension and Other Post-Employment Benefits (OPEB) costs in accordance with the OPEB policies. These funds are invested following the policies’ funding objectives and guidelines. The City manages a Section 115 Combination Trust for City-OPEB & Pension administered by Public Agency Retirement Services (PARS) and a California Employers’ Retiree Benefit Trust (CERBT) administered by California Public Employees’ Retirement System (CalPERS) for Richmond Police Officers Association(RPOA)-OPEB. Each Trust contains a diversified portfolio of investments consistent with the objectives and liquidity requirements of the Trust.
On April 22, 2025, the City Manager requested monthly updates to the City Council on the returns of the OPEB and Pension accounts. The City operates two OPEB plans: the RPOA Plan administered by CalPERS in a California Employers’ Retiree Benefit Trust (CERBT), and the City Plan administered by Public Agency Retirement Services (PARS). In May 2024, PARS was also assigned to administer the Pension account. The City receives monthly account statements for the PARS accounts, while the CalPERS account statement is received quarterly. As these statements are received after the period closes, the amounts are reported on a delayed timeframe.
In July 2025, the PARS OPEB account reported a gain of $383,992.43 for a rate of
0.68 percent. The 3-month return rate is 6.79 percent, and the annualized return rate for FY 2025-26 will be calculated at 6 months of activity. The PARS Pension account reported a gain of $7,257.76, for a rate of 0.17 percent. The 3 -month return rate is 3.73 percent, and the annualized return rate for FY 2025-26 will be calculated at 6 months of activity.
In June 2025, the CalPERS CERBT account reported quarterly earnings of $703,814.74, for a 3-month return rate of 5.48 percent, and the annualized return rat e for FY 2024-25 is 10.74 percent based on 4 quarters of activity. (Attachment 5).
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October 7, 2025
DOCUMENTS ATTACHED:
Attachment 1 – Investment and Cash Balance Report for August 2025 Attachment 2 – Overtime Report for August 2025
Attachment 3 – Overtime Public Safety Report for August 2025 Attachment 4 – Documentary Transfer Tax Report for August 2025 Attachment 5 – Other Post-Employment Benefits and Pension Report for August 2025
210
Ri@I••·
Finance Department- Treasury Division
MEMORANDUM
To:
From:
Date:
Subject:
Mayor and Members of the City Council
Emily Combs, Director of Finance
Mubeen Qader, Deputy Director of Finance
Jerry Gurule, Accounting Manager
Antonio Banuelos, Accounting Manager
October 7, 2025
MONTHLY CASH BALANCES & INVESTMENT REPORT -
August 2025
Enclosed for your information are the Investment Report, Portfolio Summary, and Comparative Cash Report for the month of August 2025 prepared by the City Treasurer pursuant to the statutory requirements of the State of California.
It is the policy of the City of Richmond (City) to invest public funds in a manner which prioritizes safety and liquidity over yield while meeting the daily cash flow demands of the City and conforming to all state and local statutes governing the investment of public funds. In accordance with California Government Code Section 53646 and the City's Investment Policy, the Director of Finance shall report monthly on the City's poole.d and Bond funds to the City Manager and City Council and shall report quarterly on other investments.
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Overtime Report for August 2025 (Attachment 2)
PERIOD 2, AUGUST 2025
17% Threshold
ORIGINAL
BUDGET TRANSFERS REVISED
BUDGET
YTD
EXPENDED
AVAILABLE
BUDGET PCT
GENERAL FUND (summary)
400031 OVERTIME/General 2,346,051 - 2,346,051 378,697 1,967,354 16% 400032 OVERTIME/Sworn 11,465,610 - 11,465,610 2,343,548 9,122,062 20% TOTAL GENERAL FUND 13,811,661 - 13,811,661 2,722,245 11,089,416 20% Overtime By Department
CITY CLERK
Administration 25,000 - 25,000 3,137 21,863 13%
COMMUNITY DEVELOPMENT
General Plan Code Enforcement 40,000 - 40,000 1,432 38,568 4%
FINANCE
Payroll 28,000 - 28,000 2,724 25,276 10% Revenue Collection 5,000 - 5,000 54 4,946 1% TOTAL FINANCE 33,000 - 33,000 2,779 30,221 8%
HUMAN RESOURCES
Administration - - - 493 (493) 100% POLICE
Administration 583,083 - 583,083 93,997 489,086 16% CAD Dispatch System 1,024,059 - 1,024,059 175,992 848,067 17% RM System 4,000 - 4,000 1,112 2,888 28% Parking Enforcement 15,000 - 15,000 2,957 12,043 20% Sworn Administration 6,983,641 - 6,983,641 1,364,446 5,619,195 20% TOTAL POLICE 8,609,783 - 8,609,783 1,638,504 6,971,278 19%
Overtime Report for August 2025 (Attachment 2)
PERIOD 2, AUGUST 2025
17% Threshold
ORIGINAL
BUDGET TRANSFERS REVISED
BUDGET
YTD
EXPENDED
AVAILABLE
BUDGET PCT
FIRE
Administration 5,000 - 5,000 - 5,000 0% Sworn Suppression 4,452,872 - 4,452,872 957,827 3,495,045 22% Sworn Prevention 29,097 - 29,097 4,796 24,301 16% Sworn Training - - - 16,479 (16,479) 100% TOTAL FIRE 4,486,969 - 4,486,969 979,102 3,507,867 22%
OFFICE OF NEIGHBORHOOD SAFETY
Administration 40,000 - 40,000 - 40,000 0% TOTAL ONS 40,000 - 40,000 - 40,000 0%
PUBLIC WORKS & ENGINEERING SVCS
Administration - - - 1,216 (1,216) 100% Engineering Services 2,800 - 2,800 - 2,800 0% Stationary Engineers 15,000 - 15,000 2,209 12,791 15% Building Services 5,000 - 5,000 1,548 3,452 31% Utility Sections 100,000 - 100,000 6,857 93,143 7% Electric 25,000 - 25,000 7,404 17,596 30% Parks & Landscape Admin 200,000 - 200,000 37,565 162,435 19% Street Sweeping 1,100 - 1,100 - 1,100 0% Pavement Maintenance 56,447 - 56,447 14,589 41,858 26% Traffic Signs & Lines 15,000 - 15,000 4,188 10,812 28% Equipment Services 20,000 - 20,000 429 19,571 2% Abatement Services 50,000 - 50,000 10,991 39,009 22% TOTAL PUBLIC WORKS 490,347 - 490,347 86,996 403,351 18%
Overtime Report for August 2025 (Attachment 2)
PERIOD 2, AUGUST 2025
17% Threshold
ORIGINAL
BUDGET TRANSFERS REVISED
BUDGET
YTD
EXPENDED
AVAILABLE
BUDGET PCT
LIBRARY
Library Administration 25,000 - 25,000 1,130 23,870 5%
COMMUNITY SERVICES
Recreation Services/Cities of Service - - - 107 (107) 100% Recreation Administration 400 - 400 2,965 (2,565) 741% Booker T Center 100 - 100 85 15 85% Nevin Center 200 - 200 - 200 0% Shields Reid 200 - 200 451 (251) 226% Recreation Complex 2,000 - 2,000 894 1,106 45% Parchester Center 700 - 700 - 700 0% May Valley Center 700 - 700 657 43 94% Recreation DPRC 750 - 750 - 750 0% Senior Center 200 - 200 - 200 0% Senior Center Annex 300 - 300 - 300 0% Aquatics 5,000 - 5,000 1,691 3,309 34% Convention Center 4,512 - 4,512 1,453 3,059 32% Plunge 3,500 - 3,500 99 3,401 3% TOTAL COMMUNITY SERVICES 18,562 - 18,562 8,401 10,161 45%
ECONOMIC DEVELOPMENT PROGRAM
Administration 1,000 - 1,000 - 1,000 0% Public Art 2,000 - 2,000 271 1,729 14% TOTAL ECONOMIC DEVELOPMENT 3,000 - 3,000 271 2,729 9% Community Crisis Response Program
Administration 40,000 - 40,000 - 40,000 0% TOTAL GENERAL FUND 13,811,661 - 13,811,661 2,722,245 11,089,416 20%
Overtime Report for August 2025 (Attachment 2)
PERIOD 2, AUGUST 2025
17% Threshold
ORIGINAL
BUDGET TRANSFERS REVISED
BUDGET
YTD
EXPENDED
AVAILABLE
BUDGET PCT
NON-GENERAL FUND
Overtime By Fund
1012 HILLTOP LANDSCAPE MAINT DIST 20,000 - 20,000 795 19,205 4% 1015 MARINA BAY LNDSCP & LIGHT DIST 26,312 - 26,312 3,407 22,905 13% 1018 RENT PROGRAM 3,750 - 3,750 83 3,667 2% 1050 CR-PLANNING & BUILDING 9,500 - 9,500 - 9,500 0% 1050 CR-PLANNING & BUILDING 15,000 - 15,000 24 14,976 0% 1055 ENCROACHMENT SVCS 50,000 - 50,000 - 50,000 0% 1303 KIDS FIRST INITIATIVE 5,000 - 5,000 397 4,603 8% 4001 PORT OF RICHMOND 1,000 - 1,000 - 1,000 0% 4003 WASTEWATER ADMINISTRATION 30,000 - 30,000 3,089 26,911 10% 4003 WASTEWATER PRE-TREATMENT 25,000 - 25,000 10,172 14,828 41% 4006 STORMWATER 2,500 - 2,500 1,130 1,370 45% 4405 RHA-NYSTROM VILLAGE 12,000 - 12,000 480 11,520 4% TOTAL NON-GENERAL FUNDS 200,062 - 200,062 19,683 180,379 10%
Overtime Public Safety Report for August 2025 (Attachment 3) City of Richmond
Public Safety Sworn Overtime
Fund: 0001 - General Fund
Period 1 2 3 456789 1 0 1 1 1 2 Average
Month July August September October November December January February March April May June YTD YTD Remaining Monthly Target % 8% 17% 25% 33% 42% 50% 58% 67% 75% 83% 92% 100% Total $ Total % Budget Expense
ORIGINAL
BUDGET
REVISED
BUDGET
FY2018-19 Overtime - Sworn 3,433,019 3,433,019 482,143 537,369 655,866 437,794 524,577 430,398 367,322 512,595 422,587 497,767 536,209 505,966 5,910,592 172.2% (2,477,573) 492,549.37 FY2019-20 Overtime - Sworn 5,000,000 4,800,000 473,963 469,392 491,205 509,931 449,751 473,935 390,897 498,501 501,383 479,696 560,031 439,159 5,737,844 119.5% (937,844) 478,153.64 FY2020-21 Overtime - Sworn 2,497,290 3,533,043 275,202 246,822 296,775 382,618 306,787 278,293 205,529 303,631 307,092 357,284 323,537 368,366 3,651,935 103.4% (118,892) 304,327.96 FY2021-22 Overtime - Sworn 5,165,434 5,165,434 379,016 408,253 487,481 423,830 333,006 307,152 255,420 330,788 314,524 336,044 304,989 366,419 4,246,922 82.2% 918,512 353,910.14 POLICEFY2022-23 Overtime - Sworn 5,165,435 4,800,000 373,491 355,649 399,628 355,866 377,889 401,964 396,783 474,403 463,499 416,775 496,542 449,394 4,961,883 103.4% (161,883) 413,490.26 FY2023-24 Overtime - Sworn 4,800,000 6,708,965 487,105 925,716 477,693 462,417 470,347 531,204 424,452 626,680 478,293 593,735 568,535 588,097 6,634,274 98.9% 74,691 552,856.16 FY2024-25 Overtime - Sworn 6,708,965 6,708,965 560,788 543,814 584,028 590,943 580,286 631,961 492,367 662,199 566,326 603,150 720,953 680,661 7,217,477 107.6% (508,512) 601,456.40 FY2025-26 Overtime - Sworn 6,983,641 6,983,641 614,222 750,224 1,364,446 19.5% 5,619,195 682,223.08 FY2018-19 Overtime - Sworn 2,509,914 2,509,914 257,785 245,946 179,272 171,370 219,937 204,997 261,780 216,596 196,343 310,702 220,368 275,166 2,760,261 110.0% (250,347) 230,021.77 FY2019-20 Overtime - Sworn 4,305,402 2,509,914 295,166 277,886 286,016 300,083 332,654 382,084 347,492 328,467 350,709 302,505 264,571 325,335 3,792,969 151.1% (1,283,055) 316,080.74 FY2020-21 Overtime - Sworn 1,993,165 3,193,165 398,678 380,282 417,982 393,922 267,819 345,928 341,403 305,081 172,961 261,923 263,518 286,039 3,835,537 120.1% (642,372) 319,628.09 FY2021-22 Overtime - Sworn 3,629,097 4,334,499 334,236 434,974 358,578 358,251 352,789 327,832 448,493 410,429 297,215 355,475 725,409 438,807 4,842,489 111.7% (507,990) 403,540.77 FIREFY2022-23 Overtime - Sworn 4,334,499 4,334,499 444,959 444,457 414,638 401,115 402,116 379,882 443,531 475,560 339,814 398,079 369,477 435,057 4,948,685 114.2% (614,186) 412,390.41 FY2023-24 Overtime - Sworn 4,482,969 5,135,869 524,969 473,094 348,296 346,854 363,759 315,266 363,100 382,930 381,442 417,762 431,523 357,820 4,706,814 91.6% 429,055 392,234.47 FY2024-25 Overtime - Sworn 4,481,969 4,481,969 367,801 375,737 425,984 419,101 462,309 358,764 366,579 356,872 395,710 496,072 499,221 510,985 5,035,136 112.3% (553,167) 419,594.68 FY2025-26 Overtime - Sworn 4,481,969 4,481,969 597,372 381,730 979,102 21.8% 3,502,867 489,550.92 FY2025-26 TOTAL 11,465,610 11,465,610 1,211,594 1,131,954 - - - - - - - - - - 2,343,548 20.4% 9,122,062 1,211,593.61
BUDGET ACTUALS TOTAL
229
Documentary Transfer Tax
The City of Richmond receives Documentary Transfer Tax from the County for the sale of properties in Richmond. As one of the most volatile revenue stream s for the City, the amounts received can vary month- to-month from the low $300 thousand to the highs of $7 million. A few large sales can widely swing the revenues.
In FY2023-24, the City budgeted $13.3 million for the Transfer Tax category and received $8.6 million, equating to a difference of $4.7 million.
In FY2024-25, the City budgeted $7.4 million. The difference between the budgeted amounts in these two years is that in the FY2024-25 budget, staff did not include property sales of over $10 million in the formula. These few and unpredictable transactions skew the monthly sales figures.
For FY2025- 26, the City budgeted $13.6 million following the Guiding Fiscal Policy formula.
As a reminder, Measure H, approved by Richmond voters in November 2018, went into effect at the end of December 2018. M easure H increased the real estate transfer tax from 0.7 percent to 1.25 percent for properties with a sale price of over $1 million but below $3 million, 2.5 percent for properties with a sale price between $3 - $10 million, and
3.0 percent for properties with a sale price over $10 million.
The table below shows each monthly payment going back to FY2018- 19 and highlights the volatility of this revenue stream. Of note are the very high payments received in certain months which are shown as significant peaks.
Attachment 4 - Documentary Transfer Tax for August 2025 230
Action City Split
$5,957.00
$4,725.00
$1,855.00
$6,230.00
$4,060.00
$3,325.00
$4,725.00
$3,661.00
$980.00
$15,625.00
$4,725.00
$3,360.00
$3,325.00
$5,460.00
$5,943.00
$3,395.00
$2,800.00
$3,885.00
$4,585.00
$14,062.50
$6,881.00
$3,395.00
$4,557.00
$5,040.00
$4,620.00
$4,130.00
$3,290.00
$3,199.00
$5,075.00
$1,540.00
$13,500.00
$4,977.00
$4,200.00
$3,640.00
$15,000.00
$5,950.00
$6,006.00
$3,990.00
$5,075.00
$4,529.00
$3,892.00
$2,065.00
$4,060.00
$13,375.00
$6,720.00
$14,687.50
$3,843.00
$4,900.00
$3,850.00
2025-0084790 08/20/2025 15:41 08/20/2025 15:41:00
2025-0085139 08/21/2025 11:26 08/21/2025 11:26:00
2025-0085324 08/21/2025 13:53 08/21/2025 13:53:00
2025-0084083 08/19/2025 12:44 08/19/2025 12:44:00
2025-0084289 08/19/2025 15:50 08/19/2025 15:50:00
2025-0084364 08/20/2025 08:00 08/20/2025 08:00:00
2025-0083557 08/18/2025 11:34 08/18/2025 11:34:00
2025-0083607 08/18/2025 12:47 08/18/2025 12:47:00
2025-0083894 08/19/2025 09:43 08/19/2025 09:43:00
2025-0083379 08/18/2025 09:10 08/18/2025 09:10:00
2025-0083528 08/18/2025 10:58 08/18/2025 10:58:00
2025-0083554 08/18/2025 11:29 08/18/2025 11:29:00
2025-0083113 08/15/2025 12:33 08/15/2025 12:33:00
2025-0083360 08/18/2025 08:50 08/18/2025 08:50:00
2025-0083370 08/18/2025 09:00 08/18/2025 09:00:00
2025-0083018 08/15/2025 10:47 08/15/2025 10:47:00
2025-0083030 08/15/2025 10:58 08/15/2025 10:58:00
2025-0083090 08/15/2025 11:56 08/15/2025 11:56:00
2025-0081926 08/13/2025 09:54 08/13/2025 09:54:00
2025-0082565 08/14/2025 11:55 08/14/2025 11:55:00
2025-0082912 08/15/2025 09:40 08/15/2025 09:40:00
2025-0081032 08/11/2025 15:54 08/11/2025 15:54:00
2025-0081195 08/12/2025 09:25 08/12/2025 09:25:00
2025-0081474 08/12/2025 13:27 08/12/2025 13:27:00
2025-0080878 08/11/2025 13:16 08/11/2025 13:16:00
2025-0080921 08/11/2025 13:58 08/11/2025 13:58:00
2025-0080984 08/11/2025 14:50 08/11/2025 14:50:00
2025-0080431 08/08/2025 14:50 08/08/2025 14:50:00
2025-0080580 08/11/2025 08:26 08/11/2025 08:26:00
2025-0080789 08/11/2025 11:40 08/11/2025 11:40:00
2025-0080351 08/08/2025 14:19 08/08/2025 14:19:00
2025-0080358 08/08/2025 14:21 08/08/2025 14:21:00
2025-0080373 08/08/2025 14:31 08/08/2025 14:31:00
2025-0080065 08/08/2025 09:43 08/08/2025 09:43:00
2025-0080149 08/08/2025 10:52 08/08/2025 10:52:00
2025-0080301 08/08/2025 13:30 08/08/2025 13:30:00
2025-0079345 08/06/2025 12:54 08/06/2025 12:54:00
2025-0079376 08/06/2025 13:23 08/06/2025 13:23:00
2025-0079711 08/07/2025 10:34 08/07/2025 10:34:00
2025-0079214 08/06/2025 10:20 08/06/2025 10:20:00
2025-0079219 08/06/2025 10:22 08/06/2025 10:22:00
2025-0079224 08/06/2025 10:25 08/06/2025 10:25:00
2025-0078324 08/04/2025 13:05 08/04/2025 13:05:00
2025-0078339 08/04/2025 14:03 08/04/2025 14:03:00
2025-0078795 08/05/2025 12:57 08/05/2025 12:57:00
2025-0077792 08/01/2025 11:55 08/01/2025 11:55:00
2025-0078025 08/01/2025 16:20 08/01/2025 16:20:00
2025-0078299 08/04/2025 12:41 08/04/2025 12:41:00
Document No. Recording Date/Time Transaction Date/Time
For Richmond
2025-0077748 08/01/2025 11:40 08/01/2025 11:40:00
KRISTIN B. CONNELLY, CLERK-RECORDER
County of Contra Costa
555 Escobar Street * Martinez, CA 94553
Recorder (925) 335-7900 * Fax (925) 335-7926
Transfer Tax Monthly Detail by City
Report Date & Time
09/04/2025 17:07
City: Rm Richmond
For Month: August 2025
Attachment 4 - Documentary Transfer Tax for August 2025 231
$5,908.00
$4,550.00
$4,046.00
$13,625.00
$6,300.00
$4,480.00
$3,465.00
$4,550.00
$2,100.00
$4,550.00
$13,850.00
$3,920.00
$3,913.00
$4,970.00
$3,150.00
$5,215.00
$6,146.00
$2,380.00
$4,893.00
$3,675.00
$3,150.00
$3,150.00
$380,656.00
Count: 71
2025-0088573 08/29/2025 16:03 08/29/2025 16:03:00
Total:Total $ of Cap docs
Total Count of Cap
docs
$330,732.00
53 2025-0088359 08/29/2025 13:31 08/29/2025 13:31:00
2025-0088385 08/29/2025 13:53 08/29/2025 13:53:00
2025-0088431 08/29/2025 14:27 08/29/2025 14:27:00
2025-0088033 08/28/2025 16:01 08/28/2025 16:01:00
2025-0087482 08/27/2025 12:51 08/27/2025 12:51:00
2025-0087515 08/27/2025 13:13 08/27/2025 13:13:00
2025-0088008 08/28/2025 15:47 08/28/2025 15:47:00
2025-0088017 08/28/2025 15:51 08/28/2025 15:51:00
2025-0088024 08/28/2025 15:55 08/28/2025 15:55:00
2025-0086904 08/26/2025 12:56 08/26/2025 12:56:00
2025-0087340 08/27/2025 10:29 08/27/2025 10:29:00
2025-0087372 08/27/2025 10:57 08/27/2025 10:57:00
2025-0086478 08/25/2025 15:27 08/25/2025 15:27:00
2025-0086496 08/25/2025 15:37 08/25/2025 15:37:00
2025-0086512 08/25/2025 15:47 08/25/2025 15:47:00
2025-0085975 08/22/2025 14:56 08/22/2025 14:56:05
2025-0086356 08/25/2025 13:55 08/25/2025 13:55:00
2025-0086447 08/25/2025 15:13 08/25/2025 15:13:00
2025-0085504 08/22/2025 08:32 08/22/2025 08:32:00
2025-0085583 08/22/2025 09:06 08/22/2025 09:06:00
2025-0085661 08/22/2025 09:59 08/22/2025 09:59:00
Attachment 4 - Documentary Transfer Tax for August 2025 232
OPEB and Pension Returns for August 2025 (Attachment 5) Account Frequency Beg. Balance Contributions Interest Gain(Loss) Fees End Balance Rate PARS-OPEB Monthly 56,551,060.87 40,962.50 383,992.43 (15,503.21) 56,960,512.59 0.68% FY 2018 6.60%
FY 2019 6.77%
FY 2020 3.62%
FY 2021 26.76%
FY 2022 -13.72%
FY 2023 9.49%
FY 2024 13.37%
FY 2025 10.49%
Annualized Returns
City of Richmond
City of Richmond Finance Department
PARS-OPEB Summary 450 Civic Center Plaza
Period Ending July 31, 2025 Richmond, CA 94804
(510) 620-6740
1.79%
1.41%
-1.91%
3.40%
-2.63%
2.07%
0.41%
-2.83%
0.31%
2.81%
3.17%
0.68%
5.59%
5.59%
1.25%
2.86%
-1.24%
2.76%
-0.21%
-0.41%
-2.13%
0.21%
6.40%
6.79%
-4.00%
-2.00%
0.00%
2.00%
4.00%
6.00%
8.00%
Aug-24
FY2025
Sep-24
FY2025
Oct-24
FY2025
Nov-24
FY2025
Dec-24
FY2025
Jan-25
FY2025
Feb-25
FY2025
Mar-25
FY2025
Apr-25
FY2025
May-25
FY2025
Jun-25
FY2025
Jul-25
FY2026
PARS-OPEB Return Rates
1-Month Return
3-Month Return
OPEB and Pension Returns for August 2025 (Attachment 5) Account Frequency Beg. Balance Contributions Interest Gain(Loss) Fees End Balance Rate PARS-Pension Monthly 4,277,473.39 1,077,261.00 7,257.76 (1,176.21) 5,360,815.94 0.17% FY 2025 7.68%
Annualized Returns
City of Richmond
City of Richmond Finance Department
PARS-Pension Summary 450 Civic Center Plaza
Period Ending July 31, 2025 Richmond, CA 94804
(510) 620-6740
2.79%
1.34%
-2.17%
2.21%
-2.11%
1.36% 1.29%
-1.42%
0.31%
1.13%
2.40%
0.17%
3.70%
4.64%
1.91% 1.33%
-2.12%
1.41%
0.50%
1.21%
0.16% 0.29%
3.88%
3.73%
-3.00%
-2.00%
-1.00%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
Aug-24
FY2025
Sep-24
FY2025
Oct-24
FY2025
Nov-24
FY2025
Dec-24
FY2025
Jan-25
FY2025
Feb-25
FY2025
Mar-25
FY2025
Apr-25
FY2025
May-25
FY2025
Jun-25
FY2025
Jul-25
FY2026
PARS-Pension Return Rates
1-Month Return
3-month
OPEB and Pension Returns for August 2025 (Attachment 5) Account Frequency Beg. Balance Contributions Interest Gain(Loss) Fees End Balance Rate CalPERS-CERBT Quarterly 12,853,411.48 277,836.32 703,814.74 (2,286.02) 13,832,776.52 5.48% FY 2020 5.97%
FY 2021 20.47%
FY 2022 -12.60%
FY 2023 3.81%
FY 2024 8.69%
FY 2025 10.74%
Annualized Returns
City of Richmond
City of Richmond Finance Department
CalPERS-CERBT Summary 450 Civic Center Plaza
Quarter Ending June 30, 2025 Richmond, CA 94804
(510) 620-6740
-7.36%
5.44%
4.63%
1.58%
-4.39%
10.60%
2.31%
0.47%
7.83%
-3.94%
1.37%
5.48%
-10.00%
-8.00%
-6.00%
-4.00%
-2.00%
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
12.00%
Jul-Sep 2022
FY2023
Oct-Dec
2022
FY2023
Jan-Mar
2023
FY2023
Apr-Jun
2023
FY2023
Jul-Sep 2023
FY2024
Oct-Dec
2023
FY2024
Jan-Mar
2024
FY2024
Apr-Jun
2024
FY2024
Jul-Sep 2024
FY2025
Oct-Dec
2024
FY2025
Jan-Mar
2025
FY2025
Apr-Jun
2025
FY2025
CalPERS-CERBT Return Rates
3-Month Return
September 23, 2025
Human Resources
DATE: September 23, 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:
Contract Amendment with George Hills Company, Inc. to
General Liability Claims Administration
FINANCIAL IMPACT: The proposed $100,000 expenditure (for a total contract not to exceed amount of $760,000) is included within the approved Fiscal Year 2025-2026. Human Resources
Department, Risk Management Division will budget
accordingly in subsequent Fiscal Year (Account String:
50182316 – 400201).
PREVIOUS COUNCIL
ACTION:
July 2, 2024
STATEMENT OF THE
ISSUE:
General liability claims, particularly complex ones, can take several years or even decades to resolve
completely. Third-party administrators (TPAs) must
manage the costs associated with ongoing claims
services. The City Council’s approval is required to
amend the not-to-exceed amount of the three-year
contractual agreement with Geroge Hills Company, Inc.
RECOMMENDED ACTION:
APPROVE a contract amendment with George Hills
Company, Inc. increasing the payment the limit by
$100,000, for a new not-to-exceed amount of $760,000,
for a term beginning July 1, 2024, through June 30, 2027, to provide third-party administration of general liability claims – Human Resources (Nickie Mastay/Sharrone
Taylor 510-620-6602).
AGENDA
REPORT
236
September 23, 2025
DISCUSSION:
On July 2, 2024, the City Council approved a contract with George Hills Company to manage the City's general liability insurance program. The adopted contract did not include the customary escalator clause, which would allow George Hills to review service fees and claims costs annually. This escalator is designed to ensure that the contractual amount aligns with the costs of claims and administration. Costs would be adjusted based on the Western Region Consumer Price Index (CPI), with annual increases capped at 5 percent (%) and not less than 3 percent (%).
Administrative costs are crucial for key services such as vetting medical vendors, managing contracts, conducting background checks, and handling all other administrative tasks related to coordinating care and managing claims. Additionally, the cost of claims can rise due to the volume of claims and other factors. General liability claims, particularly complex ones, can take several years or even decades to resolve completely. Third-party administrators (TPAs) must manage the costs associated with ongoing claims services. An escalator clause is essential for protecting the TPA's profitability and ensuring high-quality service over the long term.
The proposed contract amendment will increase the current three-year contract not-to- exceed amount from $660,000 to $760,000. This adjustment is necessary to ensure there are sufficient funds within the existing contract.
RECOMMENDATION:
City staff recommends amending the contract to allocate an additional $100,000, resulting in a new not-to-exceed amount of $760,000.
DOCUMENTS ATTACHED:
Attachment 1 – George Hills Company Contract
Attachment 2 – George Hills Company Contract Amendment One
237
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Human Resources Sharrone Taylor
[email protected] 510-620-6803
6596 7043
General liability third party administrator services.
7/1/24
660,000
George Hills Company, Inc.
P.O. Box 278
Rancho Cordova, CA 9574 1
Chris Shaffer
915-859-4826 [email protected]
4001 8218
6/30/27
220,000
220,000
220,00026/27
25/26
24/25
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Docusign Envelope ID: 3FB79CBB-41F3-4507-839C-F12D8FF60E0C Chief Operating Officer
7/24/2024
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[email protected]
George Hills Company, Inc.
P.O. Box 278
Rancho Cordova, CA 9574 1
George Hills Company, Inc.
Sharrone Taylor
Chris Shaffer
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Docusign Envelope ID: 3FB79CBB-41F3-4507-839C-F12D8FF60E0C Docusign Envelope ID: 10C7D50E-A878-47FB-910F-2BAEDC65EE92 255
EXHIBIT G
SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies; ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.
Printed Name: Title:
Signed: Date:
Business Entity:
Docusign Envelope ID: 3FB79CBB-41F3-4507-839C-F12D8FF60E0C Chief Operating OfficerChris Shaffer
7/24/2024
George Hills
Docusign Envelope ID: 10C7D50E-A878-47FB-910F-2BAEDC65EE92 256
George Hills, City of Richmond RFP
Our minds over your matters — 21
PART 4: SCOPE OF
WORK
Docusign Envelope ID: 3FB79CBB-41F3-4507-839C-F12D8FF60E0C Docusign Envelope ID: 10C7D50E-A878-47FB-910F-2BAEDC65EE92 257
George Hills, City of Richmond RFP
Our minds over your matters — 22
PART 4: SCOPE OF WORK
A. Tort Claims Handling
1. George Hills will promptly make a claim file after receipt of the tort claim from the City.
George Hills will investigate claims and inci dents which may be the subject of such claim against the City. We will recommend acceptance or rejection of submitted claims.
2. George Hills will provide claims adjusting for liability claims.
3. George Hills will assess and evaluate the nature and extent of each claim, and establish claim reserves for indemnity, medical, and legal expenses.
4. George Hills will ensure timely claims handling, including follow-up with claimants regarding claims issues and processing.
5. George Hills will determine the need for defense representation and monitor litigation activity. We acknowledge that the City Attorney’s O ffice will select defense and subrogation counsel.
6. George Hills will report claims to the exc ess insurer, and coordinate with the excess insurer on a claim’s progress in accordance with the excess insurer’s reporting requirements. George Hills will submit reque sts for reimbursement on behalf of the City to the excess insurer.
7. George Hills will coordinate Medicare and Medicaid set aside agreements in compliance with Section 111 of the MMSEA, including required reporting.
8. George Hills will tender and demand indemni fication from responsible persons, agencies, and/or agents in an effort to recover losses suffered by the City from claims filed against the City.
9. George Hills will provide a designated clai ms adjuster for the City. We acknowledge that the claims adjuster may not be chan ged without mutual written consent of the City during term of contract.
B. Litigation
1. George Hills will assist with litigation management and support the City in the defense of litigated cases. We acknowledge this may include timely provision of claim files, assisting with investigation and discover y as needed, and advising on defense activities.
2. George Hills will assist and advise on potential exposure and ensure cases are reported to excess carriers as required.
3. George Hills will monitor and track litigatio n costs and set reserves for indemnity, medical, and legal expenses with input fr om the City and defense counsel. We acknowledge this may also include providing data and information relating to incurred litigation costs to the City and its excess carrier as required.
C. Financial Accounting
1. George Hills will maintain a trust fund for the purpose of paying expenses for claims.
The amount that will be maintained in the trust fund shall be determined by the parties and confirmed in writing.
Docusign Envelope ID: 3FB79CBB-41F3-4507-839C-F12D8FF60E0C Docusign Envelope ID: 10C7D50E-A878-47FB-910F-2BAEDC65EE92 258
George Hills, City of Richmond RFP
Our minds over your matters — 23
2. George Hills will provide to the City a copy of all checks, vouchers, or warrants drawn by George Hills to pay benefits on City claims.
3. George Hills will provide a monthly check/voucher register of all transactions made for the period.
4. George Hills acknowledges the City’s right to conduct a financial audit of the trust account to ensure the integrity of the account.
D. Data Products
1. George Hills will provide a computerized loss run and summary report each month covering activity on all newly reported, op en, and newly closed claims for the period.
This report will be customized for the Cit y’s needs and will provide the following by claim year:
a. Monthly listing of open claims by da te of loss, department, location, and alpha by name showing expense categories, reserves, and total incurred. b. Various responsive reports on demand, at no additional charge, such as claim frequency reports, i.e., by cause, site, department, etc. c. Provide monthly claim summary reports, within 15 days of month end.
2. George Hills will provide loss run data and required reports for actuarial, auditing, and reserve analysis purposes.
3. George Hills’ software systems will be Wi ndows-based, available 24 hours/day, 7 days/week, and able to provide email exchanges.
4. George Hills will provide a report writer function for City staff to design customized ad hoc and standard reports to be printed at City o ffices, as well as training on usage of report writer function.
5. George Hills will transfer all current and pa st loss data from SIMS to our software system.
6. George Hills will provide compliance with required reporting requirements for liability (including self-insurance) un der Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007 (MMSEA).
7. George Hills will provide training, support, and software access to the City’s Risk Manager to look up claim information and da ta as required, and to run reports as needed.
E. Additional Services
1. George Hills acknowledges claim adjust er attendance at hearings, settlement conferences, conferences with defense counsel, small claims court proceedings, meetings with City staff, and departments when required.
2. George Hills acknowledges the importance of communication – written, oral, and in person – with City staff by the Claims Adjuster.
3. George Hills acknowledges that all records, files, transcripts, computer tapes, and other materials on claims adjusting activity developed on the City of Richmond claims is the property of the City of Richmond and must be relinquished in good order and condition upon termination of this contract with the adjusting firm. The City shall not be required to pay any additional cost for the transfer of files to the City.
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4. George Hills will attend all meetings with City Staff as requested.
5. George Hills will be available for file audit checks by the City when requested.
6. George Hills will cooperate with file and program audits with City designated auditors.
7. George Hills will be available to respond, potentially upon short notice, to a major emergency or catastrophe involving potential claims.
8. George Hills will provide a monthly claims diary of all open files and enter review notes on the claim reporting system.
9. Upon request, George Hills will provide training to City managers and supervisors on general liability issues, loss control, management responsibility, and practices to improve reduction of filed claims.
10. George Hills will provide internet email communications for the designated claims adjuster to City staff.
11. George Hills will provide an administrative manual on claims processing.
12. If available, George Hills will provide loss control, investigative services (Sub-rosa, fraud investigation), specialized training or workshops, including additional costs for such services.
Docusign Envelope ID: 3FB79CBB-41F3-4507-839C-F12D8FF60E0C Docusign Envelope ID: 10C7D50E-A878-47FB-910F-2BAEDC65EE92 260
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PART 7: FEES
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PART 7: FEES
A. FEE STRUCTURE
Adjusting Services Fees – Options
Option A1: Time and Expense – George Hills believes, as in the legal field, services surrounding claims and potential litigation are best captured by directed effort. In this case, the client only pays for the services requested. In a time and expense enviro nment, George Hills applies its best practice approach to all claims; unless the client adjusts, restricts, or expands such services. A general administrative file will be established and maintained to track e ffort related to services necessary to fulfill our contractual obligations not otherwise associated with a claim.
Time and Expense for Adjusting Services
Supervisor $131/hour
Adjuster $105/hour
Claims Processing $86/hour
Option A2: Time and Expense with a Cap – George Hills believes that this can be the best of both worlds. This pricing model allows for the real ities of the unknown to dictate service results but retains some budget certainty. The cap will always be more than the fixed fee to protect the unknown, but often can result in less cost too. The cap is a movable target and should be adjusted annually until the services and relationship have settled.
The above hourly rates by position are the same for both options A1 and A2. The only difference shall be that George Hills will commit to an annual maximum fee for adjusting services for option A2, in the amount of $220,000. Please note that the catastrophic pricing is applicable, and therefore outside of the annual maximum fee.
All fee options are subject to the Annual Fee Escalator described below.
Option B: Fixed Fee – George Hills believes this is a workab le solution for public agencies seeking budget certainty. Unfortunately, it has its challenges. First, every other signi ficant component of a claim (settlement and legal fees) is not predic table and as such, maki ng the adjusted costs fixed will ensure that 100 percent of the time the fee will be wrong. Secondly, the result could be that the client is receiving far more resources than they are paying for, or the client is paying for far more resources than they are receiving in services on any one claim. Either outcome is wrong.
In this environment, George Hills makes every e ffort to be resource-sensitive in applying our best practices to ensure we balance the economics. No matter what, we put forth the right effort to resolve the claim. We do, however, adjust our clients’ fees that can and should be adjusted to meet our clients’ budget goals.
George Hills has developed a hybrid Fixed Fee Proposal. California Public Entities have seen dramatic increases in claims frequency in contrast to pandemi c years. As such, we want ed to create a simple fee model that allows for fee adjustments down or up due to claims frequency, as hopefully frequency Docusign Envelope ID: 3FB79CBB-41F3-4507-839C-F12D8FF60E0C Docusign Envelope ID: 10C7D50E-A878-47FB-910F-2BAEDC65EE92 262
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drops back down. Since claims activity is the ma in indicator for TPAs and the number of resources needed to perform quality services, it is important that adjustme nts can be made to resources provided and resulting costs for the benefit of the client and TPA.
Our model provides for an assessment of claims frequency twice a year – after six (6) and twelve (12) months. We have established the change must be at least 10% to trigger an adjustment and no more than 25%, as greater than that warrants a contract modi fication. For the City’s proposal the model would result in an adjustment in the event claims frequency droppe d below the current estimate of new claims per year of 165. In the event claims dropped below 149 or increased above 181, an adjustment would automatically occur during the 7th and/or 13th month. The claims base would be adjusted to this new level for future year calculations.
For the City, the financial result would be calculated based on the percentage increase or decrease ranging from 10-25%. For example, if the increase /decrease was 10%, the fee would decrease from $190,000 to $171,000. Conversely, if there was a 10 % increase the fee would increase from $190,000 to $209,000.
Fixed Fee
Fixed Fee—Claims Only $190,000
GENERAL ADMINISTRATIVE FEES – ADDITIONAL TO ADJUSTING FEES Fixed Fee and Cap pricing will be based on the current average. Should the claim volume change more than 10% in severity or frequency in a year, we request a reevaluation of our pricing agreement.
General Administrative Fee Section – Applicable to each fee option.
One Time Start-Up Fee $0 (waived)
Annual Administration Fee $10,000
Mileage - Adjuster Current IRS Rate
One Time MMSEA Setup Fee (paid to ExamWorks) - if
applicable.
Annual Reporting Fee (paid to ExamWorks)
$300/one-time
$500/year
Adjuster travel expenses for mediations, settlement
conferences, trials; subject to prior approval.
Actual
CXP access fee (up to 5 users) Included
Custom reports, if exceeds three hours and is client
specific
$185/hour
Docusign Envelope ID: 3FB79CBB-41F3-4507-839C-F12D8FF60E0C Docusign Envelope ID: 10C7D50E-A878-47FB-910F-2BAEDC65EE92 263
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All fee options are subject to the Annual Fee Escalator described above.
Subrogation
The Subrogation Fee is in the amount of 30% for each recovery obtained. The minimum amount to be paid to GH will be $250 per claim upon recovery. Please note, on most claims George Hills can recover our fee, thus the net cost is zero.
FEE SECTION TERMS
One Time Startup Fee – The process of onboarding a new client covers many areas, from establishing expectations, policies, and procedures, to designing the infrastructure to meet the needs of risk management, council, and departme nt heads. It also involves time and e ffort in establishing the Trust Account or check writing, W-9, and a ll federal and state reporting requirements. Most importantly, this process involves the establishment of e ffective claims triage. Note that this is not time spent on the actual data conversion. As the City of Richmond is a current client, this fee has been waived.
Annual Administration Fee – George Hills has determined it takes a company-wide e ffort to ensure we exceed the expectations of our clients. As such, we feel it transparent to separately identify and charge for those critical functions that are not directly tied to claims handling. We include an annual administration fee, which covers the following activities:
x Claims Management Information System (CMIS) services and reports x Access to CMIS and training
x Monthly listing of open claims, showing expense categories, reserves, and total incurred x Monthly claim summary reports
x Monthly hours and claims data detail for billing
x Providing loss run data and required reports
x Access to GH Client Portal
x Providing annual reports to outside agencies
x Filing of regulatory reports, such as 1099s, W-9s, etc. x Trust Account
x Establishment and maintenance of a trust acco unt to pay indemnity and expenses that may be due on claims; the amount to be maintained in the trust account shall be determined by the City. If the trust account is set up with the GH preferred bank (California Bank and Trust), then George Hills covers the cost of Positive Pay and Payee Match.
Allocated File Expenses (see attached details) At cost
Conversion Fee (waived if client for 5 years, see below “Conversion Fees”)
See Notes below
Storage – if applicable TBD – Actual cost
Catastrophic Pricing Current hourly rate
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o If the City prefers an alternate bank, ther e may be an additional setup fee, as other banks’ processes can be extraordinarily time consuming. x New bank account setup, including signature c ards, test checks, online access, and setup of bank in CXP
x Discussion and agreement on the approval process
x Preparation of W-9s
x Processing of checks weekly
x Submission of positive pay (if applicable) and monitoring of positive pay (review of daily emails from bank for exceptions)
x Maintenance of a copy of all checks drawn by George Hills to pay claims and claims-related expenses
x Monitoring of account balanc e, preparation of replenishment requests as needed (custom requests for each client’s needs)
x Monthly bank reconciliation (prepared and sent to the City) x Payment of invoices that are pass-throughs, su ch as invoices for medical record copies, ExamWorks, etc.
x Certificates of insurance as required by the Contract
x Annual service
x Response to outside financial auditors
x Provision of reports to the City’s actuaries and claims auditors x Submission of GH SSAE 16 reports, or the current equivalent x Account Management
Mileage: Adjuster – Mileage is paid at the current IRS rate.
MMSEA – Both the one-time setup fee and the annual reporting feeds to o ffset fees paid directly to ExamWorks.
Adjuster Travel Expenses – For mediations, settlement conferences, trials, etc.; subject to prior approval and submitted with receipts.
CXP Access Fee – Included in the annual administration fee is the setup and management of five (5) user accounts through our CMIS: CXP.
iMetrics Report Fee – There will be no charge for our iMetrics business intelligence reports with executive in-person debriefs.
Custom Reports – Additional charged for custom reporting are defined as being client-specific and needing a third-party programmer for three (3) hours or more.
Conversion Fees – This fee is intended to cover costs associated with data conversion, transition, and contract closeout. The data conversion fee is dependent on many factor s which will need to be discussed. If George Hills is retained for five (5) years, we will entirely absorb the conversion fee. If George Hills is not retained for the full length of the proposed contract, then the client shall be subject to a fee of 20 percent each year not retained, not including shipping, storing, scanning, copying, or otherwise handling open or closed paper claim files (this shall be a separate charge based on the Scope of Work).
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George Hills will charge for any agreed services rela ted to conversion storage, copying, scanning, shipping, and disposal.
Catastrophic Pricing – Applicable only to Fixed Fee and Time And Expense With A Cap Fee agreements. George Hills recognizes that in the eve nt of a catastrophe, additional hours will need to be applied to the handling of such claims. As such, to preserve the quality and efficiency of service for which we are known, George Hills proposes that should a catastrophic event occur resulting in 10 or more claimants or claims from a single occurrence, the client shall be billed at the current hourly rate.
Annual Fee Escalator – The Annual Fixed Fee and all hourly rates shall be adjusted at the beginning of each of the remaining years of the term by the l esser of 5%, or in accordance with the changes in the Consumer Price Index (CPI-U) for all Urban Co nsumers for the Western Region using the most recently published annua l percentage change, but in any event su ch increase shall not be less than 3%.
Termination Fee – In the event of contract termination, Ge orge Hills’ procedures and cost for run- off claims will be billed at the current hourly rate; no charge for historical loss summaries. George Hills believes that the successful transition of claims requir es preparation, so we ask for 90 days’ notice if the contract is terminated without ca use to facilitate the transition of claims management properly and efficiently.
General File – A general administrative file shall be established and maintained to track e ffort related to services necessary to fulfill our contractual obligations and not otherwise associated with a claim.
Storage – George Hills will charge for any services relate d to storage, retrieval, copying, scanning, shipping, and disposal of paper files.
B. ALLOCATED EXPENSES
Typically, allocated expenses are those expenses that are generated by a claim (by outside vendors other than George Hills) that cannot be foreseen nor included in this Contract. These expenses are generally allocated back to the speci fic claim file for which the cost was incurred and then charged back to the entity whose claim incurred that cost . In most situations these are pass-through costs (with processing fees) for services and/or fees not directly generated by the TPA, but rather by a third- party consultant where the TPA has acted as an agent on behalf of the entity to necessarily outsource services to a third-party consultant and/or miscellaneous fees applicable to the specific claim applied by an outside entity, such as a court or copy services. Below, George Hills has provided a non- exhaustive list of typical allocated expenses.
Paid to GH
x CMS reporting costs and fees (ExamWorks)
Paid to Others as Authorized by Client
x Fees of outside counsel for claims in suit, coverage opinions, and litigation, and for representation and hearings or pretrial conferences
x Fees of court reporters
x All court costs, court fees, and court expenses
x Fees for service of process
Docusign Envelope ID: 3FB79CBB-41F3-4507-839C-F12D8FF60E0C Docusign Envelope ID: 10C7D50E-A878-47FB-910F-2BAEDC65EE92 266
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x Costs of undercover operatives and detectives (if initially paid by GH) x Costs for employing experts for the preparat ion of maps, professional photographs, accounting, chemical or physical analysis, or diagrams
x Costs for employing experts for the advice, op inions, or testimony concerning claims under investigation or in litigation for which a declaratory judgement is sought x Costs for independent medical examination or evaluation for rehabilitation x Costs of legal transcripts of testimony taken at coroner’s i nquests, or criminal or civil proceeding
x Costs for copies of any public records or medical records x Costs of depositions and court reporting
x Costs and expenses of subrogation (if not George Hills) x Costs of engineers, handwriting experts, or any other type of expert used in the preparation of litigation or used in a one-time basis to resolve disputes x Witness fees and travel expenses
x Costs of photographers and photocopy services (if not George Hills; our costs for this are included in our rate)
x Costs of appraisal fees and expenses not included in flat fee or performed by others x Costs of indexing claimants
x Services performed outside the TPAs normal geographical regions x Costs associated with Medicare Set-Aside ana lysis and submission of Medicare Conditional Lien negotiation
x Investigation of possible fraud including SIU services and related expenses Any other similar cost, fee, or expe nse that is not otherwise included in the TPAs service fees that is reasonably chargeable to the investigation, negotiation, settlement, or defense of a claim or loss or to the protection or perfection of the subrogation rights of the entity, including travel related expenses.
Travel Related
Costs of travel related to claims including mileag e drive, such as for attendance at inspections, mediations, and trial, shall be allocated to the specific claim and reimbursed to GH based on the actual cost incurred. Mileage shall be reimbursed at the current IRS rated at the time the mileage is traveled.
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OPTIONAL SERVICES
Full In-House Litigation Management – Use of George Hills’ Attorneys Name and Title
Years of
Experience
Role for the Client
Neil Callahan, Esq.
Litigation Manager
25 Serves as a Litigation Manager for several
clients, monitoring counsel, and as a
resource to our claims staff.
Benjamin Oram, Esq.
General Counsel/Litigation
Manager
15 Serves as a Litigation Manager for several
clients, monitoring counsel, and as a
resource to our claims staff.
Cornelius (Neil) Callahan, Esq., Litigation Manager: Mr. Callahan has over 25 years of experience defending public entities on high pro file claims in state and federal courts. Mr. Callahan commenced his career practicing law in New York , New Jersey, and Connecticut. In 1999 he began practicing law in California, where he served as lead trial counsel for public entities in the areas of civil rights, police practices, and dangerous condition defe nse. He has tried multiple cases to jury verdict in both state and federal court having been the lead defense attorney in 13 trials, with 12 defense verdicts. His emphasis has been on defending and advising public entiti es involved in civil litigation.
Past cases include officer-involved shootings, excessive force, unlawful seizure, dangerous condition, discrimination, and harassment. He is experienced in all aspects of litigat ion including discovery, depositions, motion practice, arbitrations, administrative hearings, mediations, and trials.
Benjamin Oram, Esq., General Counsel/Litigation Manager: Ben serves as George Hills’ General Counsel/Litigation Manager. He currently ser ves as a Litigation Mana ger for several clients, monitoring counsel, and as a resource to our claims staff.
George Hills’ proactive approach is founded on our commitment to the preservation of the City’s assets. Early contact with all involved parties maintains lines of communication and rapport (not only with the insured but also with the claimant); he nce, cost-saving opportunities to resolve claims efficiently are more plentiful.
Here is an outline of their role and how it would work for the City:
1. Serve as Litigation Manager (Specifics of the role below) i. Actively manage all watchlist files (parameters of a watchlist to be agreed upon through subsequent discussions)
ii. Manage and supervise all litigated files – claims adjusters will track the nonserious and/or non-active litigated files, with the support of Claims Processors, and report to the City
iii. Accessible to the entire GH adjuster team to advise and instruct as needed
2. Serve as Outside General and Special Counsel – limited basis Docusign Envelope ID: 3FB79CBB-41F3-4507-839C-F12D8FF60E0C Docusign Envelope ID: 10C7D50E-A878-47FB-910F-2BAEDC65EE92 268
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i. Work closely with the City with con fidential analysis and problem-solving for managing risk and avoiding unnecessary litigation
ii. Provide immediate access to legal advice to the City, which includes analyzing coverage issues, Public Records Act requests, tort claim handling and strategy, conflicts of interest, oversight of outside litigation counsel, and providing legal opinions on potential and active litigation
iii. Advise on sensitive and political issues/claims
3. Coverage counsel consultation
i. Review and analysis of memorandums of co verage and excess/umbrella policies to address and offer advice and consultation regarding coverage issues ii. Advise on potential changes to all coverage documents iii. Assist City and George Hills staff in interpretation of coverage issues
4. Resource to a broker of record for coverage needs
5. Trial/Mediation/Board Meeting attendance
i. Attend board/executive/coverage/claims meetings (as necessary) ii. Attend trials, mediations, and other court hearings, including appearing before Courts of Appeal as needed
iii. Provide analysis and consultation be fore, during, and after these signi ficant litigation events – to reduce exposure and maximize opportunities for resolution
6. Legal training and seminars
i. Provide customized seminars and trai ning upon request – to City sta ff, brokers, members, and GH staff
ii. Subject areas include memorandums of cove rage, all aspects of risk management, claims handling and litigation, employment law, and general liability claims iii. Courses are customized to address the client’s specific needs and to work closely with safety and loss staff, defense firms, and others
Rates for Optional Legal Service
Litigation Management $225/hour
This rate is subject to the annual fee escalator.
Please note that George Hills can provide a monthly/annual fixed fee for the above services upon discussion and agreement on level of effort.
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1st Party Subrogation Recovery
George Hills provides subrogation recovery servic es to many of our clients. In 2013, George Hills created a dedicated Subrogation Recovery Unit to handle recovery opportunities for our clients who have requested or contracted with us for subrogation recovery services.
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George Hills has a dedicated team with extensive experience in the public entity environment who handle all 1st party subrogation matters for our clients who choose this service. Below are testimonials from a few of George Hills’ subrogation clients:
PUBLIC ENTITY TESTIMONIAL STATEMENT
Client of
Sacramento
Risk & Loss Control
“We have utilized the George Hills Subrogation unit for several years, and simply put - they get results. They have a wealth of knowledge and expertise. Our 1st and 3rd party claims are always handled promptly and professionally. Partnering with George Hills for subrogation has proven to be a wise decision for our Client.” City of Sacramento
Risk Management
“We are pleased to be partnering with George Hills for our subrogation recovery services. They provide quality staff and services.”
City of Oakley
Kevin Rohani, Public
Works Director/City
Engineer
“The City of Oakley has utilized the services of George Hills Subrogation Team for several years, and we have been very happy with this service and the professional approach that the George Hills Team brings towards the subrogation process. The knowledge and expertise of the George Hills Team has been invaluable for the City of Oakley, and we are very grateful for their great work in resolving our assortment of third -party claims and we are looking to many more years of successful collaboration with the George Hills Team.” City of Redlands
Human
Resources/Risk
Management
“The City of Redlands is always please d and impressed at the excellent service, attention and professionalism that is used by their claims adjusters. In particular, Tammy Hunt and Vicky Jimenez. They are a pleasure to work with and make the claims recovery process run smoothly and e ffectively. We are very happy with the results and recovery e fforts that they deliver. We highly recommend their services and appreciate the level of excellence that they offer to us as the client.” Quick Stats on George Hills’ Subrogation Recovery Results 2,139 - Average number of subrogation claims handled
yearly
91% - of claims handled result in a Recovery
80% - of claims result in a full recovery (including GH Fees) 84% - of amounts sought for our clients are recovered
Average recovery: $ 4,239/claim
George Hills’
subrogation recovery
unit has performed
spectacularly,
recovering several
million dollars on
behalf of our clients.
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Cit y of Oakland
Human Resources
Management/Risk
Management Unit
“We have utilized the George Hills Subr ogation unit for several years, and they get excellent results. They have a wealth of knowledge and expertise, and their professionalism and prompt attention to our needs is second to none. There’s no better service out there that can beat them, and the rates are below the typical rates o ffered by other vendors. Our third -party claims are always handled promptly and professionally. Our partnership has proven itself to be the best decision for our City.”
Our standard subrogation fee is 30% of the amount collected, however George Hills has been successful more than 80% of the time collecting our feeds, this equating to recovery essentially free of charge. The minimum amount to be paid to George Hills will be $250 per claim. However, George Hills also has th e authority to reject any claim for any reason, dismissing the City of any financial responsibility for rejected claims only.
Generally, no recovery shall be agreed to involvin g payment plans if the recovery is less than $5,000 and/or greater than a one-year term. Exceptions can be made on a case-by-case basis. If a recovery is agreed to above this amount, the subrogation fee shall be 45% . In the event a payment plan is authorized and entered, the subrogation fee will be based upon the total amount of the lien and will be invoiced to the City.
If authorized, small claims court appearances for recovery of funds will be priced at $150 per appearance.
The benefits of George Hills’ subrogation recovery:
x High-level expertise of subrogation recovery
x Recovery of damages to property, utilities, hazardous material cleanup x Small claims
x Preparation of proof of loss statements
x Claim reporting activity, demand letters, final demand to claimant with suspended license, closing and/or payment transmittal
x Settlements
x File retention
x Development of policy and procedures
x Provision of account manager and lead subrogation adjuster
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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]
510-620-6803
6596
7043
General liability third party administrator services.
1 George Hills Company, Inc.
P.O. Box 278
Rancho Cordova, CA 95741
Chris Shaffer
915-859-4826
[email protected]
4001 8218
7/1/2024
6/30/2027
660,000
272
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.)
George Hills Company, Inc.
273
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
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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.) ■
100,000
760,000
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October 7, 2025
Human Resources
DATE: October 7, 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 Position Control
FINANCIAL IMPACT: The is no fiscal impact.
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.
Any modifications require City Council approval.
RECOMMENDED ACTION:
ADOPT a resolution amending staffing (position control) to transfer the existing position of one (1) Community
Engagement Manager from the Police Department to the
City Manager’s Office – Human Resources Department
(Nickie Mastay/Sharrone Taylor 510-620-6602).
DISCUSSNOION:
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:
AGENDA
REPORT
276
October 7, 2025
COMMUNITY ENGAGEMENT MANAGER
Human Resources is seeking City Council approval to transfer one (1) Community Engagement Manager position in the Police Department to one (1) Community Engagement Manager position in the City Manager’s Office. This action would transfer this role to the City Manager’s Office in order to meet the policy direction and objectives set forth by City Council. The Community Engagement Manager is the principal staff resource for development and implementation of a comprehensive public information and community relations program for the City. The incumbent will maintain close contact with all departments and act as liaison with the community and news media regarding the coordination and dissemination of information relating to services, programs and events.
FISCAL IMPACT:
There is no fiscal impact on the transfer of the Community Engagement Manager from the Police Department to the City Manager’s Office.
NEXT STEPS:
The Human Resources Department recommends the amendment of position control to add the position detailed below. Accordingly, the attached resolution will adjust position control in the following manner:
Position Control
Action Classification Department Unit
ADD Community Engagement
Manager
City Manager’s
Office
IFPTE Local 21
Executive
Management Unit
DELETE Community Engagement
Manager
Police
Department
IFPTE Local 21
Executive
Management Unit
DOCUMENTS ATTACHED:
Attachment 1 – Resolution
277
RESOLUTION NO. _____
RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA AMENDING THE CITY’S POSITION CONTROL LIST
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 October 7, 2025, the City’s position control is hereby revised to add the following positions:
Classification Department Unit
1 Community Engagement
Manager City Manager’s Office IFPTE Local 21 Executive
Management Unit
BE IT FURTHER RESOLVED, that, effective October 7, 2025, the City’s position control is hereby revised to delete the following positions:
Classification Department Unit
1 Community Engagement
Manager Police Department IFPTE Local 21 Executive
Management Unit
-----------
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:
278
NOES:
ABSTENTIONS:
ABSENT:
_____________________________
CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
____________________
Mayor
Approved as to form:
____________________
City Attorney
279