PLEASE NOTE: HYBRID MEETING FORMAT
- REGULAR MEETING OF THE RICHMOND HOUSING AUTHORITY
- REGULAR MEETING OF THE RICHMOND CITY COUNCIL
Tuesday, October 7, 2025, 3:30 p.m.
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
Members:
Eduardo Martinez, Mayor at Large
Jamelia Brown, Councilmember District 1
Cesar Zepeda, Vice Mayor, District 2
Doria Robinson, Councilmember District 3
Soheila Bana, Councilmember District 4
Sue Wilson, Councilmember District 5
Claudia Jimenez, Councilmember District 6
Jaycine Scott, Housing Authority Tenant Commissioner
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2 the Clerk, Richmond, CA 94804.
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Accessibility for Individuals with Disabilities: Upon request, the City will provide for written agenda materials in appropriate alternative formats, or disability-related modification or accommodation, including auxiliary aids or services and sign language interpreters, to enable individuals with disabilities to participate in and 10-7-25 CC Mtg.
3 provide comments at/related to public meetings. Please submit a request, including your name, phone number and/or email address, and a description of the modification, accommodation, auxiliary aid, service or alternative format requested at least two days before the meeting. Requests should be emailed to [email protected] or submitted by phone at 510-620-6513, ext. 9, or 510-620-6509.
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Pages
10-7-25 CC Mtg.
4 A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 3:30 p.m.
B. ROLL CALL
C. CLOSED SESSION
C.1 LIABILITY CLAIMS (Government Code Section 54956.9)
• Claimant: Lori Reese Brown
Agency Against: City of Richmond
• Claimant: Terminal One Development, LLC
Agency Against: City of Richmond
C.2 CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
Agency Representatives: Sharrone Taylor, Jack Hughes, Lisa Charbonneau
•
Employee organizations:
SEIU Local 1021 Full Time Unit and Part Time Unit1.
IFPTE Local 21 Mid-Level Management Unit and Executive
Management Units
2. Richmond Police Officers Association RPOA3.
Richmond Police Management Association RPMA4.
IAFF Local 1885.
Richmond Fire Management Association RFMA6.
C.3 PUBLIC EMPLOYEE APPOINTMENT (Government Code Section 54957.6) Title: Community Police Review Commission Investigative Officer • D. PUBLIC COMMENT BEFORE CLOSED SESSION (limited to items on the Closed Session agenda only)
E. ADJOURN TO CLOSED SESSION
________________________________________________________ 10-7-25 CC Mtg.
5 F. REGULAR MEETING OF THE RICHMOND HOUSING AUTHORITY
5:55 p.m.
G. PLEDGE OF ALLEGIANCE
H. ROLL CALL
I. STATEMENT OF CONFLICT OF INTEREST
J. REPORT FROM THE EXECUTIVE DIRECTOR
K. AGENDA REVIEW
L. HOUSING AUTHORITY OPEN FORUM
M. HOUSING AUTHORITY CONSENT CALENDAR
M.1 Contract with BDO USA for U.S. Department of Housing and Urban Development (HUD) Operating Subsidy Calculations
12 ADOPT a resolution and APPROVE a contract with BDO USA to calculate and submit subsidy calculations for the Richmond Housing Authority for calendar years 2026 and 2027, with the contract commencing October 7, 2025, and ending December 31, 2027 – Richmond Housing Authority (Nannette Beachem/Antoinette Terrell/Greg Palamino 510-621-1300).
M.2 Meeting Minutes 31
APPROVE the minutes of the August 19 and 26, 2025, special Housing Authority meetings - City Clerk's Office (Pamela Christian 510-620-6513).
N. ADJOURNMENT
_______________________________________________________ 10-7-25 CC Mtg.
6 O. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
6:00 p.m.
P. ROLL CALL
Q. STATEMENT OF CONFLICT OF INTEREST
R. AGENDA REVIEW
S. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE DURING
CLOSED SESSION
T. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) T.1 NEW EMPLOYEE REPORT - 1st Tuesday
U. OPEN FORUM FOR PUBLIC COMMENT
(public comment on items that remain on the Consent Calendar or items not on the agenda - limited to 2 minutes unless otherwise specified - Back and forth dialogue with the Council is prohibited)
V. CITY COUNCIL CONSENT CALENDAR
(All items placed under the Consent Calendar are considered to be routine and noncontroversial. These items will be enacted upon together with a motion and second, without discussion, of any member of the City Council, and each item shall be deemed to have received the action recommended.)
V.1 City Attorney's Office
V.1.a Legal Services Agreement Amendment No. 3 with Liebert Cassidy Whitmore for Labor and Employment Matters
35 APPROVE Amendment No. 3 to the Legal Services Agreement with Liebert Cassidy Whitmore to increase the payment limit by $400,000, for a total contract amount not to exceed $1,565,000 – City Attorney’s Office (Dave Aleshire 510-620-6509/Shannon Moore 510-620- 6505/Sharrone Taylor 510-620-6803).
V.2 Community Development
V.2.a Contract Amendment No. 3 with Land Econ Group for Financial Analysis
68 APPROVE Amendment No. 3 with Land Econ Group, increasing the contract amount by $75,000, for a total contract amount not to exceed $125,000, to continue providing financial and economic analyses services related to real property negotiations, for a term ending December 31, 2026 – Community Development Department (Lina Velasco 510-620-6706).
10-7-25 CC Mtg.
7 V.2.b Legal Services Agreement Amendment No. 1 with Burke, Williams & Sorensen, LLP
182
APPROVE Amendment No. 1 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 to be paid for using deposits from negotiating parties and/or transaction proceeds – Community Development Department (Lina Velasco 510- 620-6706).
V.3 Finance Department
V.3.a 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 207
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).
V.4 Human Resources
V.4.a Contract Amendment with George Hills Company, Inc. to General Liability Claims Administration
236
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 Department (Nickie Mastay/Sharrone Taylor 510-620-6602).
V.4.b Resolution Amending Position Control 276
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).
10-7-25 CC Mtg.
8 V.5 Library and Community Services
V.5.a Contract with Glampervan Global LLC for Mobile Crisis Response Vans Interior Build-out.
280
APPROPRIATE $176,851.71 from the General Fund to the Fiscal Year 2025-26 budget of the Community Crisis Response Program and APPROVE a contract with Glampervan Global LLC for the interior van build-out for the two (2) Ford Transit CCRP vans for an amount not to exceed $176,851.71 and for a contract term from October 1, 2025, to September 30, 2026 - Community Crisis Response Program (Sam Vaughn 510-620-5404/Michael Romero 510-620-6791/Joan Binalinbing 510-620-6531).
V.6 Mayor's Office
V.6.a Proclamation Recognizing and Celebrating National Manufacturing Week, October 6–10, 2025
403
PROCLAMATION recognizing and celebrating National
Manufacturing Week from October 6 to October 10, 2025, in the City of Richmond – Mayor’s Office (Mayor Eduardo Martinez 510-620- 6503)
V.6.b Appointment of Jan Mignone to the Recreation and Parks Commission
406
APPOINT Jan Mignone to the Recreation and Parks Commission, term expires October 26, 2028 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).
V.6.c Establishment of a Council and City Staff Ad Hoc Committee for the Black Resiliency Project and Fund (BRPF)
409
DIRECT the City Manager to establish a Council and City staff Ad Hoc Committee on the Black Resiliency Fund, composed of Mayor Eduardo Martinez and Councilmember Doria Robinson, to provide guidance to staff regarding the purpose, goals, and use of the Fund — Mayor Eduardo Martinez (510-620-6503)/ Councilmember Doria Robinson (510-620-6565).
V.6.d Approve of International Travel to Zhoushan, China to Ratify 2026–2028 Sister City Mutual Agreement and Commemorate the 32nd Anniversary
415
AUTHORIZE travel for Mayor Eduardo Martinez to Zhoushan, Republic of China, to celebrate the Sister Cities 32nd Friendship Anniversary; attend the Seventh China–U.S. Sister Cities Conference; and update the Mutual Agreement between Sister Cities Richmond and Zhoushan — Mayor's Office (Mayor Eduardo Martinez 510-620-6503).
10-7-25 CC Mtg.
9 V.7 Public Works
V.7.a Abatement Report from the Public Works Director
RECEIVE a written abatement report from the Public Works Director - Public Works Department (Daniel Chavarria 510-620-5478).
V.7.b Contract with Four Selected Firms for As-Needed Concrete Construction and Repair
421
ADOPT a resolution and APPROVE as-needed concrete construction and repair contracts with: (1) Calico California Constructores Inc., (2) Inder Design Build LLC (dba Iengco), (3) Ruvalcabo Paving Inc., and (4) Yerba Buena Engineering & Construction Inc., each in an amount not to exceed $2,000,000, over an initial three-year term effective upon contract execution; and AUTHORIZE the city manager, or designee, to approve up to two optional one-year extensions in an amount not-to-exceed $500,000 per year, per contractor, subject to budget availability – Public Works Department (Dan Santos 510-620- 6645/Robert Armijo 510-620-5477).
V.7.c Regional Measure 3 Funding Allocation for Point Richmond Cut- Through Traffic Design
524
ADOPT a resolution to: (1) REQUEST an allocation for Regional Measure 3 funds from the Metropolitan Transportation Commission; (2) ACCEPT the Contra Costa Transportation Authority’s designation as project sponsor for Point Richmond Traffic Improvements; and, if awarded (3) ACCEPT and APPROPRIATE Regional Measure 3
funds in the amount of $180,000 for Point Richmond Traffic Improvements – Public Works Department (Hillal Hamdan 510-621- 1612/Robert Armijo 510-620-5477).
V.7.d Official City of Richmond Native Tree 548
ADOPT a resolution designating the Coast Live Oak (Quercus agrifolia) as the official native tree of the City of Richmond – Public Works Department (Jason Lacey 510-620-6920).
W. PUBLIC HEARINGS - NOT BEFORE 6:30 P.M.
W.1 Public Hearing to Amend the Boundaries of Underground Utility District No. 2022-1 (Pierce Street / San Mateo Street)
564
HOLD a Public Hearing to ADOPT a Resolution amending the boundaries of Underground Utility District No. 2022-1 on Pierce Street and San Mateo Street to incorporate eight adjacent parcels, ensuring consistency with the original intent and supporting completion of the I-80/Central Avenue Interchange Project – Public Works Department (Hillal Hamdan 510-621-1612/Robert Armijo 510-620-5477).
X. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)(limited to two minutes per Councilmember) 10-7-25 CC Mtg.
10 Y. ADJOURNMENT
________________________
10-7-25 CC Mtg.
11
October 7, 2025
Department
DATE: October 7, 2025
TO: Chair Martinez and Members of the Board of
Commissioners of the Richmond Housing Authority
(RHA)
FROM:
Nannette Beacham, Director of Economic Development
Antoinette Terrell, RHA Executive Director
Gregory Palomino, Administrative Assistant
Subject:
Contract with BDO USA for U.S. Department of Housing
and Urban Development (HUD) Operating Subsidy
Calculations
FINANCIAL IMPACT: The proposed $13,000 expenditure will be funded through the through the U.S. Housing and Urban
Development annual allocation of Operating Subsidy and
rent from Public Housing residents. The total cost shall not exceed $13,000 for a two-year period and is included within the approved Fiscal Year 2025-2026 budget and
will be budgeted accordingly in subsequent fiscal year
budgets (Account String: 44545191 – 400201).
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
ISSUE:
The Richmond Housing Authority (RHA) is required to
prepare and submit annual subsidy calculations to HUD.
If the calculations are not accurate or are incorrectly submitted, federal funding can be reduced or lost.
AGENDA
REPORT
12
October 7, 2025
RECOMMENDED ACTION:
ADOPT a resolution and APPROVE a contract with BDO
USA to calculate and submit subsidy calculations for the Richmond Housing Authority for calendar years 2026 and
2027, with the contract commencing October 7, 2025,
and ending December 31, 2027 – Richmond Housing
Authority (Nannette Beachem/Antoinette Terrell/Greg
Palamino 510-621-1300).
DISCUSSION:
The Richmond Housing Authority (RHA), like all Public Housing Authorities, is required to annually submit operating grant subsidy calculations to the U.S. Department of Housing and Urban Development (HUD) to determine its eligibility and funding under the Operating Fund program.
The accuracy of this data is paramount to RHA’s funding. The complexity of these calculations, which are subject to frequent changes in HUD’s regulations and methodologies, necessitates specialized expertise to maximize our funding eligibility.
BDO USA will assist by identifying and properly accounting for all eligible expenses and “add-ons” in accordance with HUD’s regulations. BDO USA has also successfully supported RHA in preparing and submitting these calculations in prior years. To avoid risk of losing HUD funding, subsidy calculations must be submitted on time. BDO is best positioned as a sole source vendor given their knowledge of RHA finances and proven success with past HUD filings. Contracting with a new vendor would cause delays and jeopardize timely submission (Attachment 1).
RHA is recommending adoption of a resolution to approve a contract with BDO USA for an amount not to exceed $13,000 commencing October 7, 2025, and terminating on December 31, 2027 (Attachments 2 and 3).
DOCUMENTS ATTACHED:
Attachment 1 – BDO Sole Source
Attachment 1 – BDO Resolution
Attachment 2 – BDO Contract
13 14
15 9 19 2025
16 17
Reso. No. ____
RESOLUTION NO. ____
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING
AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, ADOPTING A
RESOLUTION APPROVING A CONTRACT WITH BDO USA TO PROVIDE
OPERATING SUBSIDY CALCULATIONS SERVICES FOR THE RICHMOND HOUSING AUTHORITY FOR AN AMOUNT NOT TO EXCEED $13,000
COMMENCING OCTOBER 7, 2025 AND ENDING DECEMBER 31, 2027
WHEREAS, Richmond Housing Authority (RHA) owns and manages 100 units of rental housing; and
WHEREAS, RHA entered into a Public Housing Authority Recovery and Sustainability (PHARS) agreement with the U.S. Department of Housing and Urban Development (HUD); and
WHEREAS, RHA remains obligated and committed to performing all HUD required functions, and providing quality service to local program participants; and
WHEREAS, RHA is required by the U.S. Department of Housing and Urban Development (HUD) to annually submit operating subsidy calculations; and
WHEREAS, the accuracy of these submissions is critical to RHA’s funding for its operations, maintenance, and resident services; and
WHEREAS, BDO USA has previously provided successful support to RHA in preparing and submitting these calculations in compliance with HUD requirements; and
WHEREAS, RHA staff recommends entering into a contract with BDO USA for two calendar years, in an amount not to exceed $13,000.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE
HOUSING AUTHORITY OF THE CITY OF RICHMOND, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA THAT the Executive Director is hereby authorized to execute a contract for operating subsidy calculations for the Richmond Housing Authority for an amount not to exceed $13,000 commencing October 7, 2025 and ending December 31, 2027.
BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to take all actions necessary to implement this resolution.
*****************
The foregoing resolution was passed and adopted by the Commissioners of the Housing Authority of the City of Richmond at a special meeting thereof held on October 7, 2025 by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Chairperson
18 Reso. No. ____
[SEAL]
Attest:
Secretary
Approved as to form:
City Attorney
State of California }
County of Contra Costa : ss.
City of Richmond }
I certify that the foregoing is a true copy of Resolution No. _____ finally passed and adopted at a Special Housing Authority Meeting held on October 7, 2025.
____________________________________
CLERK OF THE HOUSING AUTHORITY
19 BDO USA refers to BDO USA, P.C., a Virginia professional corporation, also doing business in certain jurisdictions with an alternative identifying abbreviation, such as Corp. or P.S.C.
BDO USA, P.C. is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
1801 Market Street, Suite 1700
Philadelphia, PA 19103
Tel: 215-564-1900
Fax: 215-564-3940
www.bdo.com
August 26, 2025
Richmond Housing Authority
Ms. Antoinette Terrell, Executive Director
450 Civic Center Plaza, 2
nd Floor
Richmond, CA 94804
Re: Agreement for Professional Services
Dear Ms. Terrell:
Thank you for selecting BDO USA. We appreciate the opportunity to provide exceptional professional services to Richmond Housing Authority (“Client” or “you ”). Your services will be provided by BDO USA (collectively “BDO” or “we”). This agreement is effective on August 26, 2025, good through November 30, 2027.
Scope of Services
BDO agrees to provide the following services:
• Assist the preparation of five CY 2026 and CY 2027 subsidy calculations o Client will complete the Subsidy Request Form provided by BDO o Client will provide supporting documentation per the request of BDO o Client will set up BDO as and “editor” for the Operating Subsidy Portal
Any Service not specifically described herein is outside the scope of this agreement.
Fee Arrangement
BDO’s fee for Services will be based on the firm’s hourly rates, as noted below, plus costs for out - of-pocket expenditures. All travel costs will be billed at government per-diem rates when available.
The fee will $6,500 for each calendar year submission.
The full $6,500 must be received before any work begins. An invoice will be generated for the $6,500 once this letter is signed. Payment options are noted below.
Pay Online
BDO offers a fast, secure, and convenient way to pay invoices 24 hours a day, 7 days a week.
To review your account and make payments via credit card or direct debit, visit www.bdo.com/payments
and Sign in or Register.
Wire and ACH
PNC Bank, N.A.
Pittsburgh, PA ABA# 031207607
20 2
A/C# 8013580178 Swift# PNCCUS33
Overnight
PNC Bank Firstside Center Lockbox Department
500 First Avenue
Pittsburgh, PA 15219
Attn: Lockbox # 642743 (BDO)
When paying via ACH or Wire, please send remittance information to [email protected].
Hourly Rates
The hourly rates for the employees of BDO who will be providing the Services are as follows:
Staff Hourly Rate
Partner $265
Director $200-$240
Manager $160-$195
Senior $135-$155
Accountant $130
The following terms and conditions shall apply to the Services provided by BDO under this agreement:
1. General. Unless the parties specifically state in writing that they intend to modify a term of this agreement, the terms of this agreement shall prevail.
2. Russia Sanctions. By executing this Agreement, Client represents that it is not owned or controlled, directly or indirectly, by one or more Russian citizen(s), Russian national(s), persons physically located in Russia or entity(s) organized under the laws of Russia. Client agrees that if at any time while BDO is providing services to Client the foregoing representation is no longer true, Client will immediately notify BDO.
3. Termination. Each party shall have the right to terminate this agreement at any time by giving written notice to the other party not less than 30 business days before the proposed effective date of termination. BDO may terminate this agreement and outstanding Service s immediately if BDO reasonably determines that it must do so to comply with applicable professional standards, applicable laws or regulations (e.g., a conflict of interest arises). Those provisions in this agreement that, by their very nature, are intended to survive termination shall survive after the termination of this agreement, including, but not limited to, the parties’ obligations related to any of the following provisions: indemnification, limitations on liability, confidentiality, dis pute resolution, payment and reimbursement obligations, limitations on use or reliance, and non - solicitation.
If this agreement is terminated Client agrees to compensate BDO for the Services performed and expenses incurred through the effective date of termination. To the extent Client terminates this agreement, any licensing arrangements under which Client receives from BDO a license to use, or obtain access to, External Computing Options (as defined below), Client agrees that it will be responsible for all fees and expenses associated with such licenses for External Computing Options 21 3
through and including the date that is thirty days after date the Client provides such termination notice to BDO.
4. Indemnification and Limitation of Liability. As the Services are intended for Client and not third parties, Client agrees to release, indemnify and hold harmless BDO and its partners, principals, employees, affiliates, contractors and agents (collectively “ BDO Group ”) from and against all claims, liabilities, damages or expenses (including attorneys’ fees) of any kind relating to the Services attributable to any misrepresentations made by or other wrongful conduct attributable to Client. BDO agrees to release, indemnify, and hold harmless Client and its directors, members, partners, and employees from and against any and all liability and costs relating to the Services attributable to the fraud or intentional misconduct of BDO Group. Except to the extent finally determined to have resulted from BDO Group’s fraud or intentional misconduct, BDO Group’s aggregate liability to Client for all direct or third-party Claims shall not exceed two times (2x) the amount of fees paid by Client to BDO under this agreement during the 12 months preceding the date of the claim. If less than 12 months have transpired under this agreement, the limitation set forth in the preceding sentence shall be estimated by multiplying the average monthly fee paid by Client under this Agr eement by 24. Except to the extent finally determined to have resulted its indemnification obligations hereunder, fraud, or intentional misconduct, in no event shall BDO Group or Client be liable for consequential, special, indirect, incidental, punitive, or exemplary losses or damages, loss of profits or losses resulting from loss of data, business or goodwill relating to this agreement, regardless of whether such party has been advised of the possibility of such damages.
5. Third-Parties and Use. All Services and deliverables hereunder shall be solely for Client’s use and benefit pursuant to our client relationship. This engagement does not create privity between BDO and any person or party other than Client and is not intended for the express or implied benefit of any third party. No third party is entitled to rely, in any manner or for any purpose, on the Services or deliverables of BDO hereunder.
6. BDO Responsibilities. BDO’s Services will not constitute an audit, review, compilation, examination or other form of attest engagement. BDO shall have no responsibility to address any legal matters or questions of law. After completion of the Services, BDO will have no responsibility to update its advice, recommendations or work product for changes or modifications to the law and regulations or for subsequent events or transactions, unless Client separately engages BDO in writing to do so.
7. Client Responsibilities. For BDO to remain independent, professional standards require BDO to maintain certain respective roles and relationships with Client regarding the Services.
Client understands and agrees that BDO will not perform management functions or make management d ecisions on behalf of Client. However, BDO will provide advice and recommendations to assist management of Client in performing its functions and fulfilling its responsibilities. In connection with BDO’s provision of Services, Client agrees that Client shall perform the following functions: (a) make all management decisions and perform all management functions with respect to the Services performed by BDO; (b) assign an individual who possesses suitable skill, knowledge and experience to oversee such Services and to evaluate the adequacy and results of such Services; and (c) accept responsibility for the results of such Services.
Because professional and certain regulatory standards require us to be independent, in both fact and appearance, with respect to the Client in the performance of our Services, any discussions that you have with personnel of BDO regarding employment could pose a threat to our independence. 22 4
Therefore, BDO requests that you inform us prior to any such discussions so that we can implement appropriate safeguards to maintain our independence.
The Client shall not employ or divert any employee or independent contractor of BDO. The obligations imposed by this paragraph shall survive the termination of this Agreement and continue for a period of one year following such termination. As liquidated damages for any breach of the obligations imposed by this paragraph, the Client shall pay to BDO an amount equal to 100% of the annual salary of any employee or 100% of the payments to any independent subcontractor over the most recent 12-month period, payable by BDO to the relevant employee or independent subcontractor at the time of such breach.
8. Client Materials. BDO shall be entitled to rely on and assume, without independent verification, that all representations, assumptions, information and data supplied by or on behalf of Client, its personnel, representatives, and agents (the “ Client Materials ”) are complete and accurate. Client is responsible for ensuring that all Client Materials provided to BDO may be transferred to BDO and processed in accordance with the terms of this agreement and applicable laws, and that to the extent required thereunder Client has obtained all consents required for BDO’s receipt and use of the Client Materials. Client agrees that it will not transmit or make accessible to BDO in any manner personally identifiable information unless reasonably required for BDO’s performance of the Services. BDO will not audit or otherwise verify the accuracy or completeness of the data you submit, although we may need to ask you for clarification of some of the information. Client shall be responsible for maintenance and retention of its records. Unless otherwise agreed to by the parties, BDO shall not assume any responsibility for any financial reporting with respect to the Services.
9. Ownership of Working Papers. In connection with the performance of the Services, we will prepare records and deliverables as set forth above. We also will prepare documents that support our work and include items such as work programs and analyses that do not constitute part of Client’s records (“Working Papers”). The Working Papers prepared pursuant to this agreement are the property of BDO. The Working Papers constitute confidential, proprietary, and trade secret information, and will be retained by BDO in accordance with our policies and procedures and all applicable laws.
10. Additional Fees and Expenses. The amount of our fees is based upon the expectation that certain information and assistance will be received by BDO in a timely manner from Client as set forth in this agreement. If BDO believes an additional fee is required as the result of the failure of Client to meet any of these requests for information or for any other reason, BDO will inform you in a timely manner.
Our standard practice is to render our invoices on a monthly basis. Payment of our invoices is due upon receipt. Invoices that are unpaid 30 days past the invoice date are deemed delinquent and we reserve the right to charge interest on the past due amount at the lesser of 1.0% per month or the maximum amount permitted by law. If an account has fees that are not paid in a timely manner, we then reserve the right to suspend our Services, terminate the licensing arrangements under which you receive a license to use, or suspend your access to, External Computing Options provided through BDO, withhold delivery of any deliverables, or withdraw from this engagement entirely. If any collection action is required, you agree to reimburse us for all our costs of collection, including without limitation, attorneys’ fees.
23 5
11. Assignment and Sole Recourse. In performing the Services hereunder, BDO may assign its rights to perform a portion of the Services to, and may engage, the service of entities owned in whole or in part by BDO (“Affiliates”), members of the BDO Alliance USA (a nationwide association of independently -owned local and regional accounting, consulting and service firms, (“Alliance Firms”), independent member firms of the international BDO network (“Member Firms ”), and independent contractors, including but not lim ited to parties who render auxiliary services (“Contractors” and, together with Affiliates, Alliance Firms and Member Firms, collectively, “Third- Party Service Providers.” If a Third-Party Service Provider is utilized or assignment is made, Client agrees that, unless Client contracts directly with the Third-Party Service Provider, substantially all of the applicable terms and conditions set forth in the agreement, shall apply to the Third- Party Service Provider. BDO agrees that it shall not permit the Thi rd-Party Service Provider to perform any work relating to the Services until the Third- Party Service Provider agrees to be bound by the applicable terms and conditions of this agreement. BDO further agrees that it will remain primarily responsible for the Services, unless Client and BDO agree otherwise, and BDO will ensure that the work of the Third-Party Service Provider is performed in accordance with this agreement. Although applicable privacy laws may vary depending on the jurisdiction and may provide less or different protection than those of Client’s home country, BDO requires Third-Party Service Providers to agree to maintain the confidentiality of Client’s information and observe BDO’s policies concerning any confidential client information that BD O provides to Third-Party Service Providers. To the extent you have any Claims against a Member Firm that is a Third Party Service Provider in any way arising from, in respect of or in connection with the Services or this agreement, you agree that you sha ll bring such Claim(s) against BDO instead of such Member Firm, except to the extent finally judicially determined to have resulted from the fraud or intentional misconduct of such Member Firm. A Member Firm may enforce any limitations or exclusions of lia bility available to BDO under this agreement.
12. Without our prior written consent, Client may not assign this agreement except to a party that acquires substantially all of your assets and operations.
13. Dispute Resolution. Any dispute or claim between you and BDO arising out of or relating to this agreement or a breach of this agreement, including, without limitation, claims for breach of contract, professional negligence, breach of fiduciary duty, misrepresentation, fraud or claims based in whole or in part on any other common- law, statutory, regulatory, legal or equitable theory, and disputes regarding all fees, including attorneys’ fees of any type, and/or costs charged under this agreement (“Arbitration Claims”) (except to the extent provided below) shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”), in accordance with its Commercial Arbitration Rules. Arbitration Claims shall be brought in a party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Arbitration Claims shall be heard by a panel of three (3) arbitrators, to be chosen as follows: within fifteen (15) days after the commencement of arbitration, each party shall select one person to act as arbitrator; thereafter, the two individually selected arbitrators shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA. The arbitration panel shall have the power to rule upon its own jurisdiction and authority, including any objection to the initial or continuing existence, validity, effectiveness or scope of this arbitration agreement.
The arbitration panel may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitration panel shall have no authority to award non-monetary or equitable relief, but nothing herein shall be construed as a prohibition against a party from pursuing non- monetary or equitable relief in a 24 6
federal or state court. The place of arbitration shall be the city in which the BDO office providing the majority of the Services involved is located, unless the parties agree in writing to a different location. Regardless of where the arbitration procee ding actually takes place, all aspects of the arbitration and this agreement shall be governed by the provisions of the laws of the State of New York (except if there is no applicable state law providing for such arbitration, then the Federal Arbitration A ct shall apply) and the procedural and substantive law of such state shall be applied without reference to conflict of law rules. The parties shall bear their own legal fees and costs for all Arbitration Claims. The award of the arbitrators shall be accompanied by a reasoned opinion, and judgment on the award rendered by the arbitration panel may be entered in any court having jurisdiction thereof. Except as may be required by law or to enforce an award, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the parties to this agreement.
The parties to this agreement acknowledge that by agreeing to this arbitration provision, they are giving up the right to litigate claims against each other, and important rights that would be available in litigation, including the right to trial by judge or jury, to extensive discovery and to appeal an adverse decision. The parties acknowledge that they have read and understand this arbitration provision, and that they voluntarily agree to binding arbitration.
14. Conflicts of Interest. BDO is not aware of any conflicts of interest with respect to any of the names Client has provided. BDO is not responsible for continuously monitoring other potential conflicts that could arise during the course of the engagement, although we will infor m Client promptly should any come to our attention. We reserve the right to resign from this engagement at any time if conflicts of interest arise or become known to us. Additionally, our engagement by Client will in no way preclude us from being engaged by any other party in the future.
Notwithstanding anything contained in confidentiality provisions set forth herein, BDO shall be permitted to disclose that it is engaged to provide the Services to Client under this agreement if BDO in its reasonable professional judgment determines that such disclosure is required in connection with BDO’s provision of services on behalf of other clients of BDO, including, without limitation, professional services engagements under which BDO personnel act as professionals in legal proceedings that require disclosures, arbitrators in post-acquisition disputes or act as expert witnesses.
15. Power and Authority. Each of the parties hereto has all requisite power and authority to execute and deliver this agreement and to carry out and perform its respective obligations hereunder. This agreement constitutes the legal, valid and binding obligations of each party, enforceable against such party in accordance with its terms.
16. Subpoenas. If Client requests BDO to object to or respond to, or BDO receives and responds to, a validly issued third party subpoena, court order, government regulatory inquiry, or other similar request for, or legal process for the production of, documents and/or testimony relative to information we obtained and/or prepared during the course of this or any prior engagements with Client, you agree to compensate us for all time BDO expends in connection with such response, at our standard rates, and to reimburse BDO for all related out -of-pocket costs (including outside attorneys’ fees) that we incur.
17. Email Communications. BDO disclaims and waives, and the Client releases BDO from all liability for the interception or unintentional disclosure of e- mail transmissions or for the 25 7
unauthorized use or failed delivery of e- mails transmitted or received by BDO in connection with the performance of the Services.
18. External Computing Options. If, at the Client’s request, any member of the BDO Group agrees to use certain external commercial services, including but not limited to services for cloud storage, remote access, third party software and/or file sharing options (collectively “ External Computing Options ”), that are outside of BDO’s standard security protocol, the Client acknowledges that such External Computing Options may be associated with heightened security and privacy risks. Accordingly, BDO Group disclaims, and the Client agrees to release BDO Gro up from, and indemnify BDO Group for, all liability arising out of or related to the use of such External Computing Options.
19. Electronic Transmissions. This agreement may be transmitted in electronic format and shall not be denied legal effect solely because it was formed or transmitted, in whole or in part, by electronic record; however, this agreement must then remain capable of being retained and accurately reproduced, from time to time, by electronic record by the parties to this agreement and all other persons or entities required by law. An electronically transmitted signature to this agreement will be deemed an acceptable original for purposes of consummating this agreement and binding the party providing such electronic signature.
20. Severability. If any portion of this agreement is held to be void, invalid, or otherwise unenforceable in whole or in part, for any reason whatsoever, such portion of this agreement shall be amended to the minimum extent required to make the provision enforceable and the remaining portions of this agreement shall remain in full force and effect.
21. Independent Contractor. BDO is providing the Services to Client as an independent contractor bound by the terms hereof to perform the Services pursuant to the Client’s instructions.
BDO’s obligations to Client are exclusively contractual in nature. This agreement does not crea te any agency, employment, partnership, joint venture, trust, or other fiduciary relationship between the parties. Neither BDO nor Client shall have the right to bind the other to any third party or otherwise to act in any way as a representative or agent of the other except as otherwise agreed in writing between the parties.
22. Confidentiality. Each of the parties hereto shall treat and keep all the “Confidential Information” as confidential, with at least the same degree of care as it accords to its own confidential information, but in no event less than a reasonable degree of care. Each party shall disclose the Confidential Information only to its employees, partners, contractors, agents or its legal or other advisors, provided that they have: (i) each been informed of the confidential, proprietary and secret nature of the Confidential Information, or are subject to a binding, preexisting obligation of confidentiality no less stringent than the requirements of this agreement and (ii) a demonstrable need to review such Confidential Information. “Confidential Information" means all non -public information that is marked as “confidential” or “proprietary” or has commercial value in the party’s business and is obtained by one party (the “Receiving Party”) from the other party (the “ Disclosing Party”). All terms of this agreement are considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that was or is: (a) known to the Receiving Party prior to disclosure by the Disclosing Party; (b) as of the time of its disclosure, or thereafter becomes, part of the public domain through a source other than the Receiving Party; (c) made known to the Receiving Party by a third person who is not subject to any confidentiality obligation known to Receiving Party and such third part y does not impose any confidentiality obligation on the Receiving Party with respect to such 26 8
information; (d) required to be disclosed pursuant to governmental authority, professional obligation, law, decree regulation, subpoena or court order; or (e) independently developed by the Receiving Party. If BDO is providing tax services for the Client, in no case shall the tax treatment or the tax structure of any transaction be treated as confidential as provided in Treas. Reg. sec.
1.6011-4(b)(3). If disclosure is required pursuant to subsection (d) above, the Receiving Party shall (other than in con nection with routine supervisory examinations by regulatory authorities with jurisdiction and without breaching any legal or regulatory requirement), to the extent legally permissible, provide prior written notice thereof to allow the Disclosing Party to seek a protective order or other appropriate relief. Upon the request of the Disclosing Party, the Receiving Party shall return or destroy all of the Confidential Information except for: (y) copies retained in work paper files retained to comply with a par ty’s professional or legal obligations; and (z) such Confidential Information retained in accordance with the Receiving Party’s normal data back -up procedures.
23. Restricted Federal Data. The parties agree that the Services are not intended to involve the processing of Restricted Data, defined as data subject to laws, regulations or government-wide policies that require safeguarding or dissemination controls, including the Federal Acquisit ion Regulations (“FAR”), the Defense Federal Acquisition Regulation Supplement (“DFARS”), the International Traffic in Arms Regulation (“ITAR”), the Export Administration Regulations (“EAR”), and the Arms Export Control Act (“AECA”) . For clarity, and without limiting the foregoing, controlled unclassified information (“CUI”) shall be included in the definition of Restricted Data. Client shall not provide or otherwise make available Restricted Data to BDO unless expressly agreed to in advance in writing by BDO. If Client becomes aware that any known or suspected Restricted Data will be or has been disclosed to BDO by Client or otherwise in connection with the Services, Client will immediately notify BDO in writing to [email protected] and will
cease any further transfer of such data unless and until BDO expressly agrees in writing. Client will fully cooperate with BDO in the investigation of and response to any known or suspected Restricted Data that Client has disclosed to BDO notwith standing the foregoing. Client further agrees that it will be responsible for all fees, costs and expenses associated with processing of Restricted Data, including without limitation additional fees, costs and expenses related to compliance with obligations with respect to such Restricted Data.
24. Intellectual Property. BDO shall retain the right to reuse the ideas, concepts, know-how, and techniques derived from the rendering of the Services so long as it does not require the disclosure of any of Client’s Confidential Information (as defined above). BDO shall be entitle d to all protections afforded under State and Federal statutory or common law with respect to any report, computer program (source code and object code) or programming and/or material documentation, manual, chart, specification, for mula, database architecture, template, system model, copyright, diagram, description, screen display, schematic, blueprint drawing, tape, license, listing, invention, record, development frameworks, code libraries, best practices, general knowledge, skills and experience, or other materials preexisting the execution of this agreement (“BDO Intellectual Property”). Unless otherwise specifically stated in this agreement, the reproduction, distribution or transfer, by any means or methods, whether direct or indirect, of any of BDO’s or its agents’ Intellectual Property or proprietary information by the Client is strictly prohibited.
25. Licensing Representation. To the extent necessary for BDO to perform its obligations described herein, Client represents and warrants that it will obtain, maintain and comply with all of the licenses, consents, permits, approvals and authorizations that are necessary to allow BDO and its employees, contractors and subcontractors to access and use the services or software 27 9
provided for the benefit of Client under Client’s third- party services contracts, licenses or other contracts granting Client the right to access, use or receive services or software (each a “Licensing Representation”). Upon BDO’s request, Client will provide BDO any references available evidencing the Licensing Representation (e.g., order number, customer support identifier). Tools subject to this Licensing Representation are hereby deemed External Computing Options (as defined in this Agreement). Client hereby releases BDO Group from all claims and liabilities resulting from (i) BDO’s reliance on a Licensing Representation and (ii) the functionality of any third -party software or services used or accessed by BDO.
26. Non-CPA Notice Requirement. BDO is owned by professionals who hold CPA licenses.
Depending on the nature of the Services being provided, from time to time non-CPA personnel may be involved in providing certain Services hereunder.
27. Entire Agreement. This agreement sets forth the entire agreement between the parties with respect to the subject matter herein, superseding all prior agreements, negotiations, or understandings, whether oral or written, with respect to the subject matter herein. This agreement may not be changed, modified, or waived in whole or part except by an instrument in writing signed by both parties.
Please acknowledge your acceptance of the foregoing by signing and returning a copy of this agreement to Brian Alten.
If you have any questions, please contact Brian Alten. We look forward to working with you.
Very truly yours,
BDO USA
By:
Name: Brian Alten
Title: Assurance Market Managing Principal
By signing below, the authorized signatory represents that he/she has power and authority and has obtained all approvals, authorizations and consents necessary to enter into this agreement on behalf of the Client set forth below for whom the authorized signatory is executing this agreement. The authorized signatory represents that this agreement constitutes the legal, valid and binding obligation of the Client set forth below for whom the authorized signatory is executing this agreement and is enforceable against the Client in accordance with its terms and conditions.
28 10
Accepted and Agreed to by:
Richmond Housing Authority
By: ______________________________________________
Name: Ms. Antoinette Terrell
Title: Executive Director
(Please sign and return to us one copy; retain a copy for your files) The Data Privacy Policy for BDO USA and its subsidiaries is located at https://www.bdo.com/legal-
privacy/client-data-privacy-policy. If you have questions about this Privacy Policy, please contact us at [email protected].
29 CITY OF RICHMOND
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 informatio n 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 purp ose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predic tive 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 , Cal ifornia.
Printed Name: Title:
Signed: Date:
Business Entity:
Vendor SCCO Compliance Statement (Augt2020)
30 cc19Aug2025 – sl/prc
RICHMOND, CALIFORNIA, August 19, 2025
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
___________________________________________________________________ F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The Special Meeting of the Richmond Housing Authority was called to order at 5:10 p.m. by Chairperson Eduardo Martinez.
G. PLEDGE OF ALLEGIANCE
Chairperson Martinez led the Pledge of Allegiance to the Flag.
H. ROLL CALL
Present: Commissioners Soheila Bana, Jamelia Brown, Claudia Jimenez, Doria Robinson, Sue Wilson, Vice Chairperson Cesar Zepeda, Chairperson Eduardo Martinez, and Tenant Commissioner Jaycine Scott. Absent: None.
I. STATEMENT OF CONFLICT OF INTEREST
None.
J. AGENDA REVIEW
Item L.2 (contract with Brightview Landscape Services, Inc.) was continued to the August 26, 2025, Housing Authority meeting.
K. HOUSING AUTHORITY OPEN FORUM
Cordell Hindler urged the council to approve the Consent Calendar as presented.
Jacquelynn Allen and Jacqualine H. reported issues at the rental property located at 2409 Aberdeen Way. They expressed concerns regarding unhoused individuals inside the building, fire safety, security, and other conditions.
L. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Vice Chairperson Zepeda
Seconded by Tenant Commissioner Scott
To approve all items on the Housing Authority Consent Calendar, excluding Item L.2.
Ayes (8): Commissioner Bana, Commissioner Brown, Commissioner Jimenez, Commissioner Robinson, Commissioner Wilson, Vice Chairperson Zepeda, Chairperson Martinez, and Tenant Commissioner Scott.
Passed (8 to 0)
L.1 Approval of a Sole-Source License Agreement with Yardi Systems, Inc. for Housing Management Software
ADOPT a resolution approving a three-year sole-source license agreement with Yardi Systems, Inc. to provide the computer software required to administer the Low-Income Housing Program in an amount not to exceed $60,000 ending June 30, 2028 - Richmond Housing Authority (Antoinette Terrell/Gregory Palomino 510-621-1361).
Adopted Resolution No. 2217
31 cc19Aug2025 – sl/prc
L.2 Contract with Brightview Landscape Services, Inc. for Landscaping Services at Nystrom Village and Hacienda Excess Lot
ADOPT a resolution approving a contract with Brightview Landscape Services, Inc. in an amount not to exceed $230,000, with a term beginning August 20, 2025, and ending June 30, 2027, for landscaping services at Nystrom Village and Hacienda Excess Lot - Richmond Housing Authority (Antoinette Terrell 510-620- 6784/Gregory Palomino 510-621-1361).
Continued to the August 26, 2025, Housing Authority meeting.
L.3 Meeting Minutes
APPROVE the minutes of the June 17, 2025, special Joint Housing Authority/City Council meeting, the June 24, 2025, special Housing Authority meeting, and the July 1, 2025, regular Housing Authority meeting - City Clerk's Office (Pamela Christian 510-620-6513).
L.4 Contract with Macias Gini & O’Connell LLP (MGO) for Tax Preparation Services
ADOPT a resolution approving a contract with Macias Gini & O’Connell LLP, to provide tax preparation services for the Richmond Housing Authority and its affiliated corporations for an amount not to exceed $24,000 commencing August 19, 2025, and terminating June 30, 2028 – Richmond Housing Authority (Antoinette Terrell 510-621-1300).
Adopted Resolution No. 2218
M. ADJOURNMENT
The meeting adjourned at 5:18 p.m.
Pamela Christian, Clerk of the City of
Richmond
Eduardo Martinez, Chairperson
32 cc26Aug2025 – sl/prc
RICHMOND, CALIFORNIA, August 26, 2025
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
____________________________________________________________________
F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The Special Meeting of the Richmond Housing Authority was called to order at 5:05 p.m. by Chairperson Eduardo Martinez.
G. PLEDGE OF ALLEGIANCE
Chairperson Martinez led the Pledge of Allegiance to the Flag.
H. ROLL CALL
Present: Commissioners Soheila Bana, Claudia Jimenez, Doria Robinson, Sue Wilson, Vice Chairperson Cesar Zepeda, Chairperson Eduardo Martinez, and Tenant Commissioner Jaycine Scott. Absent: Commissioner Jamelia Brown was absent for the entire meeting.
I. STATEMENT OF CONFLICT OF INTEREST
None.
J. AGENDA REVIEW
None.
K. HOUSING AUTHORITY OPEN FORUM
Cordell Hindler gave comments supporting Item L.1 (contract with Brightview Landscape Services, Inc).
L. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Tenant Commissioner Scott
Seconded by Commissioner Robinson
To approve Item L.1 on the Housing Authority Consent Calendar.
Ayes (7): Commissioner Bana, Commissioner Jimenez, Commissioner Robinson, Commissioner Wilson, Vice Chairperson Zepeda, Chairperson Martinez, and Tenant Commissioner Scott
Absent: (1): Commissioner Brown
Passed (7 to 1)
L.1 Contract with Brightview Landscape Services, Inc. for Landscaping Services at Nystrom Village and Hacienda Excess Lot
ADOPT a resolution approving a contract with Brightview Landscape Services, Inc. in an amount not to exceed $230,000, with a term beginning August 27, 2025, and ending June 30, 2027, for landscaping services at Nystrom Village and Hacienda Excess Lot - Richmond Housing Authority (Antoinette Terrell 510-620-6784/Gregory Palomino 510-621-1361).
Adopted Resolution No. 2219
33 cc26Aug2025 – sl/prc
M. ADJOURNMENT
There being no further business, the meeting adjourned at 5:09 p.m.
Pamela Christian, Clerk of the City of
Richmond
Eduardo Martinez, Chairperson
34
October 7, 2025
City Attorney's Office
Human Resources
DATE: October 7, 2025
TO: Mayor Martinez and Members of the City Council
FROM:
Dave Aleshire, City Attorney
Shannon Moore, Chief Assistant City Attorney
Sharrone Taylor, Human Resources Director
Subject: Legal Services Agreement Amendment No. 3 with Liebert Cassidy Whitmore for Labor and Employment Matters
FINANCIAL IMPACT: The proposed $400,000 expenditure for a total not to exceed contract amount of $1,565,000 is included within the approved fiscal year 2025-2026 Human Resources
and Risk Management budgets (Account Strings:
01181016-400206 and 50182316-400206).
PREVIOUS COUNCIL
ACTION:
April 16, 2024
June 20, 2024
November 1, 2022
STATEMENT OF THE
ISSUE:
City staff is requesting City Council approve an
amendment to the legal services agreement with the law
firm Liebert Cassidy Whitmore in the amount of $400,000 to continue providing ongoing legal support in labor
relations and police personnel matters.
RECOMMENDED ACTION:
APPROVE a third amendment to the Legal Services
Agreement with Liebert Cassidy Whitmore to increase
the payment limit by $400,000, for a total contract
amount not to exceed $1,565,000 – City Attorney’s Office (Dave Aleshire 620-6509/Shannon Moore 620-
6505/Sharrone Taylor 620-6803).
AGENDA
REPORT
35
October 7, 2025
DISCUSSION:
City staff requests an amendment to the existing legal services agreement with Liebert Cassidy Whitmore to address the need for ongoing legal support in labor negotiations for all the City's bargaining groups, which have Memorandums of Understandings that expire this year. Additionally, the firm provides legal advice on various employment law matters, meet and confer obligations, representation in sworn and non-sworn personnel matters, and training for the City's Management Leadership Academy. The re are ongoing labor negotiations and specialized labor and employment legal expertise that LCW has the attorneys with expertise to provide such support . The Human Resources Management Department requests this amendment to the legal services agreement to cover anticipated expenditures. Rates for Liebe rt Cassidy partners are $435 per hour, Senior Counsel $365 per hour, Associates $26 0 - $345 per hour, and paralegals are $145 per hour.
The services provided by Liebert Cassidy Whitmore have been extremely beneficial to the City and performed in a very s atisfactory manner. Further, continuing the working relationship with Liebert Cassidy Whitmore will provide stability in negotiations and employment law issues, and it would be detrimental to the City's interests to change law firms at this juncture. The H uman Resources Department and the City Attorney’s Office request approval of this third amendment to the legal services agreement with Liebert Cassidy increasing the payment limit by $400,000 for a total not to exceed $1,565,000.
DOCUMENTS ATTACHED:
Attachment 1 – Original Contract
Attachment 2 – First Amendment to the Contract
Attachment 3 – Second Amendment to the Contract
Attachment 4 – Third Amendment to the Contract (Proposed)
36 1
LEGAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RICHMOND
AND
LIEBERT CASSIDY WHITMORE
PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 1 day of JULY, 2022 (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 LIEBERT CASSIDY WHITMORE comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at, 135 MAIN STREET, 7TH FLOORE, SAN FRANCISCO, CA 94105. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
The following recitals are as follows:
A. City desires to secure professional services more fully described in this Agreement; and,
B. Special Counsel represents that it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.
AGREEMENT PROVISIONS
The Parties agree as follows:
1. RETENTION OF FIRM.
A. City hereby confirms, retains, and authorizes Special Counsel to represent City and provide legal services as may be requested, from time to time, orally or in writing, by authorized representatives of City on an as-needed basis. By this Agreement, City is retaining Special Counsel and not individual members of the Special Counsel. Special Counsel’s client is the City, as a public entity, and not any of its individual members, groups of individuals or any other entity.
B. The Special Counsel shall report to and receive direction from the City Attorney only and not from any other Department Head or City staff.
C. Special Counsel shall perform such legal services for and on behalf of City under the primary direction of the City Attorney. Special Counsel shall undertake, subject to approval of the City Attorney, additional duties as may be authorized by City from DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 37 2
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 necessary. 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, 2023, unless the parties extend the Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.
4. ASSIGNMENT OF DUTIES.
It is contemplated that no other attorney will be assigned from Special Counsel other than JACK HUGHES & TONY G. CARVALHO. It is agreed by and between the Parties that should it be desirable for any attorney other than JACK HUGHES & TONY G.
CARVALHO to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.
5. PUBLIC FUNDING.
Special Counsel and City mutually recognize that Special Counsel’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Special Counsel scrupulously adheres to principles of moderation, frugality, and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost effective representation in all aspects of this Agreement.
6. PAYMENT FOR SERVICE.
In consideration for Special Counsel’s performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of Special Counsel’s bill by the City Attorney, Special Counsel shall be compensated at the preapproved DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 38 3
hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference.
Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney.
Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.
7. BILLING INVOICES.
Special Counsel shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement. Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted to:
[email protected]
8. 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.
9. TERMINATION.
Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.
10. 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, DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 39 4
shall have any personal interest, direct or indirect, in this Agreement.
B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to provide rights to the City above and beyond the rights Special Counsel owes to the City under all applicable rules of professional conduct relating to conflict of interest.
11. 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.
12. AUDITS, RECORDS, AND DOCUMENTATION.
A. The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement. Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.
B. 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.
13. NON-DISCRIMINATION.
A. Special Counsel agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Ri chmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 40 5
any employee, any applicant for employment or any potential subcontractor.
Said Section 2.28.030 is, by this reference, a part of this Agreement.
B. If Special Counsel is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of fe deral law or executive order in the performance of this Agreement, it will be in default of thi s Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
14. HOLD HARMLESS/INDEMNIFICATION.
Special Counsel agrees to indemnify, hold harmless, release and defend to the m aximum extent permitted by law, and covenants not to sue, the Cit y, 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 (inc luding, without limitation, pro fessional negligence) of Special Counsel, its employees, representatives, subcontractors, or agents in connection with the perf ormance 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).
15. 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 G, attached to this Agreement, and incorporated by this reference.
16. CONFIDENTIALITY AND MEDIA STATEMENTS.
The data, information and reports acquired or prepared by Special Counsel in connection with matters upon which the City has retained Special Counsel shall not be shown or distributed to any other public or private person or entity except as authorized by the City Attorney and in no event prior to having been first disclosed to the City Attorney. All information, documents, records, reports, data or other materials furnished by City to DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 41 6
Special Counsel or other such information, documents, records, data or other materials to which the Special Counsel has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Special Counsel shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney. Special Counsel shall not provide any written or oral statements to the media without the prior written authorization of the City Attorney. .
C. 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 t his Agreement, it will be in default of thi s Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
17. AMENDMENTS.
This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to this Agreement.
18. 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.
19. NOTICES.
All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected] and to Special Counsel at its principal place of business listed on page one of this Agreement.
Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.
20. LAW GOVERNING AGREEMENT.
This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or rel ated to performance u nder this Agreement shall be submitted to and resolved in a forum within Contra Costa County
21. INVALID PROVISIONS.
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 42 7
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby
22. 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
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.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
LIEBERT CASSIDY WHITMORE
By:_______________________________
Title:_____________________________
CITY OF RICHMOND
____________________________
Mayor/ City Manager
Name:______________________
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF Managing Partner
DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 Eduardo Martinez
43 8
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
City Clerk
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 44 Exhibit A
9 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall provide legal advice to the City on an as-needed basis regarding labor and employment issues, represent the City in personnel disciplinary matters, and act as the City’s chief negotiator in negotiations with the City’s represented employee bargaining units. In addition, Special Counsel shall provide training programs for City employees.
City of Richmond Contact Attorney: Dave Aleshire
Schedule of Fees & Charges:
Hourly Rates
PARTNER(S) $380/hour
ASSOCIATE(S) $240-300/hour
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of One-Hundred Sixty-Five Thousand Dollars ($165,000) for attorneys’ fees and reimbursements.
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 45 Exhibit B
10 BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.
These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.
Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.
I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets).
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 46 Exhibit B
11 II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.
When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 47 Exhibit B
12 j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.
III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
Actual printing costs;
Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
Actual cost of postage (including express mail delivery charges); Facsimile charges at the rate of $0.25 per page;
Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services;
Actual cost of long distance telephone calls;
Transcription and reporter's fees; and
Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy.
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 48 Exhibit B
13 b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For exam ple, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 49 Exhibit C
14 PROJECT PLAN AND BUDGET
Project plans and budgets should conform to the following guidelines:
a. The project plan shall include a projection of recommended strategies and actions to be taken in the project and a range of costs for each such strategy or action. b. If the scope of work includes representation of the City in litigation, the project plan shall include the following elements, with explanations:
Anticipated total costs;
The primary issues;
The probability of success; and
A settlement/trial recommendation
The project plan will be modified during the litigation as the need arises. c. The project budget shall include an estimate of the attorneys' hours and fees and disbursements during each phase and/or activity. All anticipated expenses must be listed and costs estimated.
d. In the event of litigation, the project budget shall include, but not be limited to, estimates for:
Pre-commencement (legal and factual research for the complaint or answer); Pleadings;
Preliminary motions;
Initial discovery;
Factual investigation of merits (interviewing clients, employees and third parties);
Review and abstract City's documents;
Expert (non-medical) investigation and reports;
Medical experts and examinations;
Legal research on merits;
More thorough discovery (including the identity of deponents and expected costs of each deposition and preparation);
Settlement negotiations;
Trial preparation; and
Trial.
e. The project budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. f. The project budget is not a fixed fee agreement and is subject to revision. g. Special Counsel shall provide revisions to the project plan or budget at the request of the City Attorney.
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 50 Exhibit C
15 h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement.
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 51 Exhibit D
16 California Joint Powers Risk Management Authority
Mandatory Case Reporting Policy
Pursuant to Section VII (Conditions) of the Memorandum of Coverage, the following rule is applicable to all cases reported to CJPRMA.
The Authority shall be e ntitled to complete access to the covered part y’s claim file, the defense attorney’s complete file, and all investigation material and reports, including all evaluations and information on negotiations. The covered party shall be responsible to report the progress of the litigation and any significant developments at least quarterly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the covered party by its defense attorneys and/or its agents.
In addition, the CJPRMA Board of Directors has adopted the following mandatory case reporting standards:
1) Defense counsel is expected to provide a written analysis of liability and exposure in any reported claim no later than ninety days following receipt of the fil e from the member agency. CJPRMA understands t hat the liability picture may develop as discovery is ongoing, but this does not excuse the responsibility of pr oviding an e arly, objective analysis of the file, subject to later developments. An early analysis not only permits the JPA member to set an accurate reserve level, but also permits the member entity to decide whether to actively litigate the case, try to settle the case, or limit discovery based upon the exposure.
2) The initial status report should provide, at a minimum, a brief synopsis of the facts giving rise to the lawsuit; the status of the pleadings, including any discussions of demurrers or motions to dismiss, or cross-complaints; a summary and analysis of plaintiff’s injuries, damages and exposures in the case; an initial impression of liabi lity; 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 res ponsible to report, in writing, all settlement demands or offers within one week of the time the offer is made or the demand is received.
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 52 Exhibit D
17 5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This nee d not be a multi -page deposition summary, but m ust, 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 ca se. 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 su mmary of inj uries sustained and/or claims, (4) an a ssessment of any other factors (such as local j ury tendencies, appearance of important witnesses, etc.) that may affect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status reports from defense counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.
This policy is designed to protect the member entity and CJPRMA, so that they can make informed litigation decisions on reported cases. Past e xperience has shown that d efense 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.
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 53 Exhibit E
18 LITIGATION GUIDELINES
The following guidelines should be followed when the scope of work includes representing the City in litigation:
a. The Special Counsel shall consult the City Attorney regarding the component parts of litigation handled so that the City Attorney, in consultation with the City Council, if necessary, can determine whether a particular activity is reasonable in light of its costs and benefits.
b. The City Attorney must approve the identity and number of staff assigned to the litigation, and any changes.
c. All pleadings shall be submitted to the City Attorney for review prior to filing. d. Copies of major work product, pleadings, motions, orders, decisions, research memoranda, reports on significant developments, and quarterly status reports shall be submitted to keep the City Attorney advised of any major developments in the lawsuit.
Such copies shall be provided in electronic format compatible with software in the City Attorney’s office.
e. Generally, the City Attorney will rely upon Special Counsel for guidance on litigation strategy. Nonetheless, prior approval from the City Attorney is necessary for demurrers, motions for summary judgment and discovery motions.
f. City expects that Special Counsel will resolve all discovery disputes without court intervention. If this is impossible due to the conduct of others, please inform the City Attorney immediately. City’s intent is to have discovery be fair and open with the money spent on reviewing relevant items that are discovered, not on discovery battles. g. Provide full descriptions of legal tasks performed. This will help the City Attorney follow case development and understand Firm’s strategy. h. Some types of litigation-related expenses require prior approval by the City Attorney, including, but not limited to, experts and investigators. Expenses over a certain dollar amount always require prior approval. See Section III (Reimbursements) of Exhibit B (Billing Protocols and Guidelines) of this Agreement for a list of those expenses that may be reimbursed.
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 54 Exhibit F
19 SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at _________ , California.
Printed Name: Title:
Signed: Date:
Business Entity:
Vendor SCCO Compliance Statement (Augt2020)
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 55 Exhibit G
20 City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to 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: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 56 Exhibit G
21 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million
REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self -insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 57 Exhibit G
22 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
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: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 58 First Amendment to Agreement for Legal Services A-1
FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
BY AND BETWEEN
THE CITY OF RICHMOND
AND
LIEBERT CASSIDY WHITMORE
This First A mendment to the A greement for L egal Services between the City of Richmond (“City”) and LIEBERT CA SSIDY WHITMORE (“Special Co unsel”) (the “First Amendment”) is entered into as of June 20, 2023, by and between the City and Special Counsel with reference to the following facts:
RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and increase the compensation; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation limit by Two Hundred Fifty Thousand Dollars ($250,000); and
WHEREAS, the City now desires for Special Counsel t o continue its representation of the City and to extend the term of the agreement to June 30, 2024; and
WHEREAS, the City and Special Counsel now desire for Special Counsel to include Lisa Charbonneau in its representation of the City; and
WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this First Amendment.
NOW, THEREFORE, in consideration of the recitals hereof, and other mutu al 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.
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.
DocuSign Envelope ID: 4CBF659B-98A1-4A37-BF6F-CA53FEFBE96F DocuSign Envelope ID: 265B809D-93B2-4ACA-BA6F-5E2EC8D2025E 59 First Amendment to Agreement for Legal Services 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 LIEBERT CASSIDY WHITMORE
________________________ By __________________________ Mayor
Title _________________________
Attest:
By: _____________________
City Clerk
Approved as to form:
By: _____________________
City Attorney
/City Manager
DocuSign Envelope ID: 4CBF659B-98A1-4A37-BF6F-CA53FEFBE96F Managing Partner
DocuSign Envelope ID: 265B809D-93B2-4ACA-BA6F-5E2EC8D2025E 60 First Amendment to Agreement for Legal Services A-3
Attachment 1
SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall provide legal advice to the City on an as-needed basis regarding labor and employment issues, represent the City in personnel disciplinary matters, and act as the City's chief negotiator in negotiations with the City's represented employee bargaining units. In addition, Special Counsel shall provide training programs for City employees.
City of Richmond Contact Attorney: Shannon Moore, Chief Assistant City Attorney
Schedule of Fees & Charges:
Hourly Rates:
PARTNERS $435.00
SENIOR COUNSEL $365.00
ASSOCIATES $260.00 - $345.00
LABOR RELATIONS/ $280.00
HUMAN RESOURCES
CONSULTANT
PARALEGALS $145.00
E-DISCOVERY SPECIALISTS $145.00
LAW CLERKS $145.00 - $185.00
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 Fifteen Thousand Dollars ($415,000) for attorneys’ fees and reimbursements.
DocuSign Envelope ID: 4CBF659B-98A1-4A37-BF6F-CA53FEFBE96F DocuSign Envelope ID: 265B809D-93B2-4ACA-BA6F-5E2EC8D2025E 61 DocuSign Envelope ID: 74B36F57-A53D-40A1-A63E-211EE69013ED 62 DocuSign Envelope ID: 74B36F57-A53D-40A1-A63E-211EE69013ED 63 DocuSign Envelope ID: 74B36F57-A53D-40A1-A63E-211EE69013ED 64 LCW (Labor)—3rd Amend to LSA
DocID #53860v1
A-1
THIRD AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
BETWEEN
THE CITY OF RICHMOND
AND
LIEBERT CASSIDY WHITMORE
This Third Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and LIEBERT CASSIDY WHITMORE (“Special Counsel ”) (the "Third 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 July 1, 2022 for an amount not to exceed $165,000 and term ending June 30, 2023; and
WHEREAS, the City and Special Counsel entered into the First Amendment to the Original Agreement on June 20, 2023 to extend the term to June 30, 2024 and to increase the compensation limit by $250,000; and
WHEREAS, the City and Special Counsel entered into a Second Amendment of the Original Agreement on April 16, 2024 to extend the term to June 30, 2026 and to increase the compensation limit by $750,000; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation limit by $400,000; and
WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this Third Amendment.
NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:
1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this Third Amendment.
2. Effect of Third Amendment. Except as provided in this Third Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this Third Amendment increases the compensation by $400,000.
3. Counterparts. This Third Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.
65 LCW (Labor)—3rd Amend to LSA
DocID #53860v1
A-2
IN WITNESS WHEREOF, the City and Special Counsel have caused this Third Amendment to be effective as of the last date written above.
CITY OF RICHMOND LIEBERT CASSIDY WHITMORE
________________________ By __________________________ Mayor
Title _________________________
Attest:
By: _____________________
City Clerk
Approved as to form:
By: _____________________
City Attorney
66 LCW (Labor)—3rd Amend to LSA
DocID #53860v1
A-3
Attachment 1
SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall provide legal advice to the City on an as -needed basis regarding labor and employment issues, represent the City in personnel disciplinary matters, and act as the City's chief negotiator in negotiations with the City's represented employee bargaining units. In addition, Special Counsel shall provide training programs for City employees.
Special Counsel’s point(s) of contact in the City of Richmond City Attorney’s office is/are:
Shannon Moore, Chief Assistant City Attorney
Schedule of Fees & Charges:
Hourly Rates:
PARTNERS $435.00
SENIOR COUNSEL $365.00
ASSOCIATES $260.00 - $345.00
LABOR RELATIONS/ $280.00
HUMAN RESOURCES
CONSULTANT
PARALEGALS $145.00
E-DISCOVERY SPECIALISTS $145.00
LAW CLERKS $145.00 - $185.00
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements", shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of One Million Five Hundred Sixty-Five Thousand Dollars ($1,565,000) for attorneys’ fees and reimbursements.
67
October 7, 2025
Community Development
DATE: October 7, 2025
TO: Mayor Martinez and Members of the City Council
FROM:
Lina Velasco, Director of Community Development
Subject:
Contract Amendment No. 3 with Land Econ Group for
Financial Analysis
FINANCIAL IMPACT: The cost associated with financial and economic analyses services related to real property negotiations will be charged to developers to facilitate proforma review and evaluation. For City-proposed projects that require proforma review or preparation, they will be funded using professional services funds budgeted in the respective
department’s fiscal year 2025-26 budget (Account String:
40162480 and 01191119 -400201).
PREVIOUS COUNCIL
ACTION:
November 1, 2022
STATEMENT OF THE
ISSUE:
The Community Development Department is seeking
approval of contract amendment no. 3 with Land Econ
Group to increase the contract amount by $75,000 to
continue to provide financial and economic analyses
related to on-going real property negotiations.
RECOMMENDED ACTION:
APPROVE contract amendment no. 3 with Land Econ
Group, increasing the contract amount by $75,000, for a total contract amount not to exceed $125,000, to
continue providing financial and economic analyses
services related to real property negotiations, for a term ending December 31, 2026 – Community Development
Department (Lina Velasco 510-620-6706).
AGENDA
REPORT
68
October 7, 2025
DISCUSSION:
On November 1, 2022, the City Council authorized the Community Development Department to execute on-call contracts with three vendors, including Land Econ Group. City staff is seeking Council approval to execute amendment no. 3 to add additional funding of $75,000 to finish work that has been started. Land Econ Group is currently supporting the city in evaluating the fiscal impacts related to Terminal 1 and the Craneway. Additional funding is needed to complete this work.
Consultant Selection Process
On September 8, 2022, the Community Development Department solicited a Request for Quotes (RFQ) for On-Call Financial and Economic Analyses Services. The RFQ was sent to three vendors via email as an informal solicitation. The RFQ responses were due on September 16, 2022. There were three respondents to the RFQ: Land Econ Group (LEG), David Paul Rosen & Associates (DRA), and CSG Advisors (CSG).
The RFQ was sent to financial services firms that have provided similar services to the City of Richmond or other local cities. The firms are well known and experienced around financial and economic analysis as it relates to proposed market rate and affordable residential, commercial, and mixed-use developments projects. The three responding firms, including Land Econ Group, were recommended for approval of on-call contract services.
The City Council approved a contract with Land Econ Group on November 1, 2022, for $50,000 to provide on -call real estate development, economic, and financial analyses related to property negotiations. The contract's term was extended to December 31, 2024, by Amendment No. 1 and extended again via Amendment No. 2 to December 31, 2026.
Amendment No.3 would increase the not-to-exceed contract amount to complete work that has been initiated.
DOCUMENTS ATTACHED:
Attachment 1 – Amendment No. 3
Attachment 2 – Original Contract and Amendments 1 and 2 69 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.
Community Development
Lina Velasco
[email protected]
510-620-6706
14781
6415
Land Econ Group will provide on-call economic and financial analyses related to real estate property negotiations.
Land Econ Group
One Sansome Street, Suite 3500
San Francisco, CA 94104
William W. Lee, Senior Partner
(415) 851-9328
[email protected]
4006-0713
March 13, 2023
February 7, 2022
October 31, 2023
50,000
70 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.)
Land Econ Group
71 DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
If no prior amendments, skip to next page.
The first Contract Amendment was approved by City Council or executed by the City Manager on ______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The second Contract Amendment was approved by
City Council or executed by the City Manager on
_________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The third Contract Amendment was approved
by City Council or executed by the City Manager on
_______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fourth Contract Amendment was approved
by City Council or executed by the City Manager on
________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fifth Contract Amendment was approved by Cit
y Council or executed by the City Manager on
________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to ex ceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The sixth Contract Amendment was approved b
y City Council or executed by the City Manager on
_______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not t o exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
10/04/2023
12/31/2024
10/28/2024
12/31/2026
75,000
125,000
72 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.) ■
75,000
125,000
None.
73 ___ 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.
74 ___ 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.
75 ___ 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.
76 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
5/9/2025
(HD) Heffernan Insurance Brokers
1350 Carlback Avenue
Walnut Creek CA 94596
Melanie Markwood
925-934-8500
925-934-8278
[email protected]
License#: 0564249
Aspen American Insurance Company
43460
LANDECO-02
Hartford Underwriters Insurance Company
30104
Land Econ Group LLC
One Sansome Street, Suite 3500
San Francisco CA 94104
1372787717
B
X
2,000,000
X
1,000,000
10,000
2,000,000
4,000,000
X
Y
Y
57 SBA BE9C5W
10/11/2024
10/11/2025
4,000,000
B
2,000,000
X
X
57 SBA BE9C5W
10/11/2024
10/11/2025
A
Professional Liability
AAAE100693-06
4/30/2025
4/30/2026
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
77 Policy Change:
Business Owner’sPolicy
Form SC 00 06 10 18 Page 1 of 2
Process Date: 05/07/2025 © 2018, The Hartford Policy Expiration Date: 10/11/2025 (May include copyrighted material of Insurance Services Office, Inc., with its permission) Policy Number: 57 SBA BE9C5W
Policy Period: 10/11/2024 to 10/11/2025
Named Insured and Mailing Address:
LAND ECON GROUP,
ONE SANSOME STREET SUITE 3500,
SAN FRANCISCO, CA 94104
Policy Change Number: 001
Policy Change Effective Date: 05/02/2025,
Effective hour is the same as stated in the
Declarations Page of the Policy.
Insurer:
Hartford Underwriters Insurance Company, a
property and casualty company of The
Hartford
One Hartford Plaza, Hartford, CT 06155
Name of Agent/Broker:
HEFFERNAN INSURANCE BROKERS
PO BOX 5608
WALNUT CREEK, CA 94596
Code: 57102216
Coverage Parts Affected:
Property
Liability
Common
This is NOT a bill. However, any changes in your premium will be reflected in your next billing statement. You will receive a separate bill from The Hartford. If you are enrolled in repetitive EFT draws from your bank account, changes in premium will change future draw amounts.
As a result of the changes described herein, there is an additional premium in the amount of: $11
*Price is subject to fees and surcharges
Countersigned by:
05/07/2025
Authorized Representative Date
78 Policy Change:
Business Owner’sPolicy
Form SC 00 06 10 18 Page 2 of 2
Process Date: 05/07/2025 © 2018, The Hartford Policy Expiration Date: 10/11/2025 (May include copyrighted material of Insurance Services Office, Inc., with its permission) The following Additional Insured has been added as an Additional Insured - Owners, Lessees or Contractors - Completed Operations.
Name of Additional Insured(s) Person or Organization: Location: Description of Completed Operations:
City of Richmond , 450 CIVIC CENTER PLAZA, RICHMOND,
CA 94804
450 Civic Center Plaza,
Richmond, CA 94804 Professional Services
Policy is amended to add the following Endorsement Forms reflecting the changes made to your policy.
FORM NUMBER FORM NAME COVERAGE PART
SC 00 06 10 18 POLICY CHANGE Common
SL 30 36 10 18
ADDITIONAL INSURED - OWNERS,
LESSEES OR CONTRACTORS -
COMPLETED OPERATIONS
Liability
Policy is amended to revise the following Endorsement Forms reflecting the changes made to your policy.
FORM NUMBER FORM NAME COVERAGE PART
SL 30 03 10 18 WAIVER OF SUBROGATION Liability
SP 30 29 10 18 ELECTRONIC DATA Property
SP 30 30 10 18 INTERRUPTION OF COMPUTER
OPERATIONS Property
Premium associated with this Policy Change has pro rata factor 0.443. 79 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SP 30 29 10 18 Page 1 of 2
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)
ELECTRONIC DATA
This endorsement modifies insurance provided under the following:
SPECIAL PROPERTY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.
A. The following is added to Paragraph A.6., Coverage Extensions:
Electronic Data
(1) We will pay for the cost to replace or restore your "electronic data" or “electronicdata”of others which is in your care, custody or control which has been destroyed or corrupted, or access to such “electronic data” has been prevented, by a:
(a) Covered Cause of Loss; or
(b) “Computer”virus, malware, harmful code or similar instruction introduced into or enacted on a “computer”system (including "electronic data") or a network to which it is connected, designed to damage or destroy any part of the system or disrupt its normal operation. (2) Valuation
(a) Loss or damage to "electronic data" will be valued at the actual, reasonable and necessary costs you incur to restore or replace the “electronic data”. But we will not pay the cost or expenses you incur to:
(i) Identify or remediate any errors or vulnerabilities or to update, restore, replace, upgrade, maintain or improve any “computer” or computer system;
(ii) Update, replace, restore or improve any “electronicdata”to a level beyond the condition in which it existed immediately preceding the loss or damage; or (iii) Duplicate research that led to the development of your "electronic data" or any proprietary or confidential information or intellectual property in any form. (b) To the extent that "electronic data" is not replaced or restored, the loss will be valued at the cost of replacement of the media on which the "electronic data" was stored, with blank media of substantially identical type.
(c) If you recover from a licenser, lessor or any other party for loss or damage to "electronic data", our loss payment to you will be reduced by the amount of such recovery. (3) Paragraph 1.j., Electronic Vandalism or Corruption of “Electronic Data” or Corruption of “Computer(s)”, of Section B., EXCLUSIONS, does not apply to the coverage provided in Paragraph (1)(b) of this Coverage Extension.
(4) We will not pay for:
(a) Loss or damage caused by or resulting from manipulation of a “computer” system (including "electronic data") by any “employee”,including a temporary or leased “employee”,or by an entity retained by you, or for you, to inspect, design, install, modify, maintain, repair or replace that system; (b) Loss or damage caused by theft, observation, publication, unauthorized access to or loss of confidentially of your “electronic data” or “electronic data” of others in your care, custody or control. (5) This Coverage Extension does not apply to your "stock" of prepackaged software, or to "electronic data" which is integrated in and operates or controls a building's elevator, lighting, heating, ventilation, air conditioning or security system.
(6) The most we will pay for all occurrences in any one “policy year” under this Coverage Extension is the Limit of Insurance shown in the Declarations for Electronic Data.
If loss payment on the first occurrence does not exhaust this amount, then the balance is available for subsequent loss or damage sustained in, but not after, that “policyyear”.With respect to an occurrence which begins in one “policyyear”and continues or results in additional loss or damage in a subsequent 80 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SP 30 29 10 18 Page 2 of 2
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) “policyyear(s)”,all loss or damage is deemed to be sustained in the “policyyear”in which the occurrence began.
B. The following definition is added to Section G., PROPERTY DEFINITIONS:
“Policy year” means the period of time that:
a. Begins with the inception or anniversary date of this Coverage Part; and b. Ends at the expiration or at the next anniversary date of this Coverage Part. 81 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SP 30 30 10 18 Page 1 of 3
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)
INTERRUPTION OF COMPUTER OPERATIONS
This endorsement modifies insurance provided under the following:
SPECIAL PROPERTY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.
A. The following is added to Paragraph A.6., Coverage Extensions:
Interruption Of Computer Operations
(1) We will pay for the actual loss of Business Income you sustain and necessary Extra Expense you incur during the “computeroperations period of restoration”due to a suspension of your “computeroperations” caused by destruction or corruption of, or inability to access, retrieve, or process your "electronic data" or “electronic data” of others in your care, custody or control due to a:
(a) Covered Cause of Loss; or
(b) “Computer”virus, malware, harmful code or similar instruction introduced into or enacted on your “computer”system (including "electronic data") or connected network, or a “computer”system or connected network of others in your care, custody or control, designed to damage or destroy such systems or disrupt their normal operation.
(2) Business Income means the:
(a) Net Income (Net Profit or Loss before income taxes) that would have been earned or incurred if “computer operations” had not been interrupted, but not including any Net Income that would likely have been earned as a result of an increase in the volume of business due to favorable conditions caused by the impact of the Covered Cause of Loss on customers or on other businesses; and (b) Continuing normal operating expenses incurred, including payroll expenses. (3) Payroll expenses include:
(a) Payroll;
(b) Employee benefits; if directly related to payroll;
(c) FICA payments you pay;
(d) Union dues you pay; and
(e) Workers’ compensation premiums.
(4) Extra Expense means expense incurred:
(a) To avoid or minimize the interruption of business and to continue "computer operations”; or (b) To minimize the interruption of business if you cannot continue "computer” operations”; or to the extent it reduces the amount of loss that otherwise would have been payable under this Coverage Extension.
(5) Extra Expense does not apply to:
(a) Any deficiencies in insuring Building or Business Personal Property; or (b) Any expense related to any recall of products you manufacture, handle or distribute. (6) With respect to the coverage provided in this Coverage Extension, suspension means the partial slowdown or complete cessation of your “computer operations”. (7) We will deduct from the total Extra Expense to be paid:
(a) The salvage value that remains of any property bought for temporary use during the “computer operations period of restoration”, once “computer operations” are resumed; and (b) Any Extra Expense that is paid for by other insurance. 82 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SP 30 30 10 18 Page 2 of 3
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (8) You must resume all or part of your “computer operations” as quickly as possible. We will reduce the amount of your Business Income loss, other than Extra Expense, to the extent you can resume “computer operations”, in whole, or in part, by using any other available means to continue your “computer operations”.
(9) We will not pay for any loss of Business Income or incurred Extra Expense related to:
(a) An interruption related to manipulation of a “computer”system (including "electronic data") by any “employee”,including a temporary or leased “employee”,or by an entity retained by you, or for you, to inspect, design, install, modify, maintain, repair or replace that system. (b) Theft, observation, publication, unauthorized access to or loss of confidentially of your “electronic data” or “electronic data” of others in your care, custody or control. (c) Suspension, lapse or cancellation of any license, lease or contract. But if the suspension, lapse or cancellation is directly caused by the interruption of "computer operations”, we will cover such loss that affects your Business Income during the "computer operations period of restoration". (d) Any other consequential loss.
(10)Paragraph 1.j., Electronic Vandalism or Corruption of “Electronic Data” or Corruption of “Computer(s)”, of Section B., EXCLUSIONS, does not apply to the coverage provided in Paragraph (1)(b) of this Coverage Extension.
(11)This Coverage Extension does not apply when the suspension of your “computer operations” involves only "electronic data" which is integrated in and operates or controls a building's elevator, lighting, heating, ventilation, air conditioning or security system. (12)A waiting period may apply; however, no other deductible applies to this Coverage Extension. (13)The most we will pay for all occurrences in any one “policy year” under this Coverage Extension is the Limit of Insurance shown in the Declarations for Interruption Of Computer Operations.
If loss payment on the first occurrence does not exhaust this amount, then the balance is available for subsequent loss or damage sustained in, but not after, that “policyyear”.With respect to an occurrence which begins in one “policyyear”and continues or results in additional loss or damage in a subsequent “policyyear(s)”,all loss or damage is deemed to be sustained in the “policyyear”in which the occurrence began.
B. The following changes are made to Section G., PROPERTY DEFINITIONS:
1. The following definition is added:
“Computeroperations”means the use of your “computer”or “computers”or others in your care, custody or control that enables you to conduct your business activities whether such “computer”is located at or away from the “scheduled premises”.
2. The following definition is added:
"Computer operations period of restoration" means:
a. The period of time that:
(1) Begins:
(a) The number of hours stated in the Declarations after the destruction or corruption of “electronicdata” for Business Income Coverage; or
(b) Immediately upon (or after) the destruction or corruption of “electronic data” for Extra Expense Coverage;
and;
(2) Ends on the earlier of:
(a) The date when the “electronicdata”should be replaced or restored with reasonable speed and similar quality; or
(b) The exhaustion of the number of consecutive months as shown in the Declarations.
The expiration date of this Policy will not cut short the "computer operations period of restoration". 83 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SP 30 30 10 18 Page 3 of 3
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)
3. The following definition is added:
“Policy year” means the period of time that:
a. Begins with the inception or anniversary date of this Coverage Part; and b. Ends at the expiration or at the next anniversary date of this Coverage Part. 84 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SL 30 03 10 18 Page 1 of 1
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)
WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:
BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.
The following is added to Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS:
We waive any right of recovery we may have against:
a. Any person or organization shown in the Declarations, or b. Any person or organization with whom you have a contract that requires such waiver. 85 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SL 30 36 10 18 Page 1 of 1
Process Date: 05/07/2025 © 2018, The Hartford Policy Expiration Date: 10/11/2025 (May include copyrighted material of Insurance Services Office, Inc., with its permission)
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
POLICY NUMBER: 57 SBA BE9C5W
This endorsement modifies insurance provided under the following:
BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.
The following is added to Section C. WHO IS AN INSURED:
Additional Insured – Owners, Lessees Or Contractors – Completed Operations a. The person(s) or organization(s) shown in the Schedule on the Declarations is also an additional insured, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" and at the location designated and described in the Location And Description Of Completed Operations Schedule in the Declarations performed for that additional insured and included in the "products-completed operations hazard".
b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(1) The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications, payment requests, manuals or instructions; (2) Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (3) Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service;
(4) Monitoring, sampling, or testing service necessary to perform any of the services included in (1), (2) or (3) above;
(5) Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in (1), (2) or (3) above;
c. The insurance afforded to these additional insureds only applies to the extent permitted by law. d. If coverage provided to these additional insureds is required by a written contract, agreement or written permit issued by a state or governmental agency or subdivision or political subdivision, the insurance afforded to these additional insureds will not be broader than that which you are required by the contract, agreement or permit to provide for these additional insureds.
86 CITY OF RICHMOND STANDARD CONTRACT Department: Project Manager: Project Manager E-mail: Project Manager Phone No: PR No: Vendor No: P.O./Contract No: Description of Services: The parties to this STANDARD CONTRACT do mutually agree and promise as follows: 1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor: Company Name: Street Address: City, State, Zip Code: Contact Person: Telephone: Email: Business License No: / Expiration Date: A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] , [ ] other [specify:] 2. Term. The effective date of this Contract is and it terminates unless terminated as provided herein. 3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager. 4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
Community DevelopmentJesus [email protected](510) 620-664914781 / 6415Land Econ Group will provide on-call real estate development economic and financial analyses related to real estate property negotiations. Land Econ GroupOne Sansome Street, Suite 3500San Francisco, CA 94104William W. Lee, Senior Partner(415) [email protected] 31, 2023February 7, 2022October 31, 202350,000 87 6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference. 7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note: other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.) 9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference. 10. Signatures. These signatures attest the parties' Contract hereto: CITY OF RICHMOND CONTRACTOR: a municipal corporation By: (* The Corporation Chairperson of the Board, President or Vice President should sign below) Title: By: I hereby certify that this Contract Title: has been approved by City Council. Date Signed: By: City Clerk (* The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign below) Approved as to form: By: By: Title: City Attorney Date Signed: (NOTE: Pursuant to California Corporations Code Section 313, if Contractor is a corporation or nonprofit organization, this Contract (1) must be signed by (a) the Chairperson of the Board, President or Vice-President and (b) the Secretary any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. LIST OF ATTACHMENTS: Service Plan Exhibit A Payment Provisions Exhibit B Authorized Representatives and Notices Exhibit C General Conditions Exhibit D Special Conditions Exhibit E Insurance Provisions Exhibit F Standard Contract/EJ/TE 9-26-07 Land Econ Group
88 For the Contract between the City of Richmond and EXHIBIT A SERVICE PLAN Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below: Land Econ Group will provide on call financial and economic analyses related to real property negotiations. The City reserves the right to make changes to the scope of work as needed. Services that will be provided include, but are not limited to the following: • Provide professional financial services to assist the City in developing economic analyses on an on-call basis related to real property negotiations. • Financial review and analysis of developer proforma statements to ascertain the accuracy and feasibility of the financial model to construct, sell and or rent proposed mixed use, mixed income, market rate, and affordable housing developments. • Make recommendations on restructuring the proposed financial model if needed and provide alternative financing resources to develop the proposed project. • Support staff in meetings with developers to present city’s concerns and answer questions regarding financial and proforma shortfalls. • Respond to City staff inquiries on matters of financial and economic analyses and impacts on City resources from proposed development projects. • Attend meetings of the City and its staff on an as-needed basis and make presentations to the City Council as needed. When the City determines specific services that are required, the Consultant(s) shall prepare a scope of work and budget proposal based on staffing needs and the tasks required. Negotiations will take place and a task order will be created with the negotiated scope and budget. These hourly rates shall be used in providing service in the agreement: William Lee $206 Tanya Chiranakhon $143 Land Econ Group
89 For the Contract between the City of Richmond and EXHIBIT B PAYMENT PROVISIONS {PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER} 1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below. 2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request. 3. Contractor shall submit timely invoices to the following address: Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department: PO Box 4046 Richmond, CA 94804-0046 4. All invoices that are submitted by Contractor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized. 5. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest. 6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized. 7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.Jesus Morales Land Econ Group
Community DevelopmentJesus Morales
90 For the Contract between the City of Richmond and EXHIBIT C AUTHORIZED REPRESENTATIVES AND NOTICES 1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California. 1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows: City of Richmond Richmond, CA 94804-0046 1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Land Econ Group
Land Econ GroupJesus Morales450 Civic Center PlazaWilliam W. Lee, Senior PartnerOne Sansome Street, Suite 3500San Francisco, CA 94104 91 General Conditions/EJ/TE 01-19-11 1 of 13
EXHIBIT D GENERAL CONDITIONS 1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility. 2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract. 3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data. 4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, 92 General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license. Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity. 5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government. If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice. 6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. 93 General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A. 7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City. Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government. Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law. Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor. City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract. 94 General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract. 8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following: Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work. If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official. In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination. 9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue 95 General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions. 10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations. City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City. 11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver. 12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses. 96 General Conditions/EJ/TE 01-19-11 6 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses. 14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year. 15. Indemnification. (a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors. Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to 97 General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party. (b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers. (c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract. The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance. (e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section 15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages. 16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete 98 General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone. 17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F. 18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract. 19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies. 20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated 99 General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee. Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture. 21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract. 22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney. 23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor. 24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and 100
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City reserves the right to employ other Contractors in connection with the project. 25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract. 26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party. 27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur. Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work. 28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that: All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service. No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service. 101
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29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties." 30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law. This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California. 31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor. 32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action. 33. Interpretation. This Contract shall be interpreted as if drafted by both parties. 34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping. 35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view 102
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toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby. 36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor. 37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest. 39. Performance and Final Acceptance. Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract. Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard. 103
General Conditions/EJ/TE 01-19-11 13 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor. If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment. 40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion. 104
For the Contract between the City of Richmond and EXHIBIT E SPECIAL CONDITIONS The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable): None. Land Econ Group 105
For the Contract between the City of Richmond and EXHIBIT F INSURANCE PROVISIONS During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference. Land Econ Group 106
___ 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’ LiabilityStatutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTORis self-insured, provide a certificate of Permission to Self-Insure, signed by the California Department of Industrial Relations and Self-Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at: http://www.ci.richmond.ca.us/index.aspx?nid=61.General Liability (primary and excess limits combined) $2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below. 107
___ 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 REQUIRED LIMIT$0 - $1 million $1 million p/o $1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors & Omissions Liability – Required for all professionals including architects, engineers, consultants, construction management, counselors, medical professionals, hospitals, clinics, attorneys and accountants, & other consultants as may be required by the City. Required Policy Conditions Additional Insured Endorsement Applicable to General Liability coverage. The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract. ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61.Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. Waiver of Subrogation Endorsement Form Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61.Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses. Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss. A. M. Best Rating A:VII or Better.If the A.M. Best Rating falls below the required rating, 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. 108
___ 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 CONTRACTORshall 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. 109
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGEINSURER F :INSURER E :INSURER D :INSURER C :INSURER B :INSURER A :NAIC #NAME:CONTACT(A/C, No):FAXE-MAILADDRESS:PRODUCER(A/C, No, Ext):PHONEINSUREDREVISION NUMBER:CERTIFICATE NUMBER:COVERAGESIMPORTANT: 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 onthis 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. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
N / ASUBRWVDADDLINSDAUTOMOBILE LIABILITYY / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY(Mandatory in NH)LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)EXCESS LIABUMBRELLA LIABCOMMERCIAL GENERAL LIABILITY
CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
CANCELLATIONAUTHORIZED REPRESENTATIVEACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved.CERTIFICATE HOLDERThe ACORD name and logo are registered marks of ACORD 110
Form SS 00 08 04 05
QUICK REFERENCEBUSINESS LIABILITY COVERAGE FORMREAD YOUR POLICY CAREFULLYBUSINESS LIABILITY COVERAGE FORMBeginning on PageA. COVERAGES1122B. EXCLUSIONS3C. WHO IS AN INSURED10D. LIABILITY AND MEDICAL EXPENSESLIMITS OF INSURANCE14E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS151. 152. 153. 164. 165. 166. 167. 168. 17F. OPTIONAL ADDITIONAL INSURED COVERAGES1818G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS20 111
Form SS 00 08 04 05 Page 1 of 24
BUSINESS LIABILITY COVERAGE FORMCGA. COVERAGES1. BUSINESS LIABILITY COVERAGE (BODILYINJURY, PROPERTY DAMAGE, PERSONALAND ADVERTISING INJURY)Insuring Agreementa.(1)D.(2)b.(1) (a)(b)(c)1.C.(2)c.1.C.(1)
112
BUSINESS LIABILITY COVERAGE FORM
(2)(3)d.e. Incidental Medical Malpractice(1)(a)(b)(2)2. MEDICAL EXPENSESInsuring Agreementa.(1)(2)(3)(1)(2)(3) b.(1)(2)(3)3. COVERAGE EXTENSION -SUPPLEMENTARY PAYMENTSa.(1)(2)(3)(4)(5)(6)(7)(1)(7) 113
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 3 of 24
b.(1)(2)(3)(4)(5)(6)(a)(i)(ii)(iii)(iv)(b)(i)(ii)
1.b.(b)B.(1)(2)(6)B. EXCLUSIONS1. Applicable To Business Liability Coveragea. Expected Or Intended Injury(1)(2)b. Contractual Liability(1)(2)(a) 114
BUSINESS LIABILITY COVERAGE FORM
(b)(i)(ii)c. Liquor Liability(1)(2)(3)d. Workers' Compensation And SimilarLawse. Employer’s Liability(1)(a) (b)(2)(1)(1)(2)f. Pollution(1)(a)(i)(ii)
115
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 5 of 24
(iii)(b)(c)(i)(ii)(d)(i)
(ii)(iii)(e)(2)(a)(b)
116
BUSINESS LIABILITY COVERAGE FORM
g. Aircraft, Auto Or Watercraft(1)(2)(a)(b)(3)(4)(5)f.(2)f.(3)(6)h. Mobile Equipment(1) (2)i. War(1)(2)(3)j. Professional Services(1)(2)(3)(4)(5)(6)(7) 117
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 7 of 24
(8)(9)(a)(b)(c)(10)(11)(4)(5)1.e.A.k. Damage To Property(1)(2)(3)(4)(5)(6) (1)(3)(4)D.(2)(3)(4)(3)(4)(5)(6)(3)(4)(6)l. Damage To Your Productm. Damage To Your Workn. Damage To Impaired Property OrProperty Not Physically Injured(1)(2) 118
BUSINESS LIABILITY COVERAGE FORM
o. Recall Of Products, Work Or ImpairedProperty(1)(2)(3)p. Personal And Advertising Injury(1)(2)(3)(4)(5)(6)(7)(a)(b) (c)(8)(a)(b)(c)a.b.c.G.(9)(10)(11)(12)(a)(b)(c)(d)(i)(ii) 119
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 9 of 24
(13)(14)(15)q. Electronic Datar. Employment-Related Practices(1)(a)(b)(c)(2)(a)(b)(c)(1)(2)s. Asbestos(1)(2) (a)(b)(c)t. Violation Of Statutes That Govern E-Mails, Fax, Phone Calls Or OtherMethods Of Sending Material OrInformation(1)(2)(3)Damage To Premises Rented To You –Exception For Damage By Fire, Lightningor Explosionc.h.k.o.D. 120
BUSINESS LIABILITY COVERAGE FORM
2. Applicable To Medical Expenses Coveragea. Any Insuredb. Hired Personc. Injury On Normally Occupied Premisesd. Workers' Compensation And SimilarLawse. Athletics Activitiesf. Products-Completed Operations Hazardg. Business Liability ExclusionsC. WHO IS AN INSURED1.a.b.c.d. e.2.a. Employees And Volunteer Workers(1)(a)(b)(1)(a)(c)(1)(a)(b)(d)(d)(2)(a) 121
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 11 of 24
(b)b. Real Estate Managerc. Temporary Custodians Of YourProperty(1)(2)d. Legal Representative If You Diee. Unnamed Subsidiary3. Newly Acquired Or Formed Organizationa. b.(1)(2)4. Operator Of Mobile Equipmenta.b.5. Operator of Nonowned Watercrafta.b.6. Additional Insureds When Required ByWritten Contract, Written Agreement OrPermita.f. 122
BUSINESS LIABILITY COVERAGE FORM
F.a. Vendors(1)(a)(b)(c)(d)
(e)(f)(g)(h)(i)(d)(f)(ii)(2)b. Lessors Of Equipment(1)
123
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 13 of 24
(2)c. Lessors Of Land Or Premises(1)(2)(a)(b)d. Architects, Engineers Or Surveyors(1)(a)(b)(2)(a)(b) e. Permits Issued By State Or PoliticalSubdivisions(1)(2)(a)(b)f. Any Other Party(1)a.e(a)(b)(c)(i)(ii)(2) 124
BUSINESS LIABILITY COVERAGE FORM
(a)(b)D.E.D. LIABILITY AND MEDICAL EXPENSESLIMITS OF INSURANCE1. The Most We Will Paya.b.c.2. Aggregate Limitsa.b.
3. Each Occurrence Limit2.a.2.b4. Personal And Advertising Injury Limit2.b.5. Damage To Premises Rented To You Limit6. How Limits Apply To Additional Insuredsa.b. 125
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 15 of 24
3.E. LIABILITY AND MEDICAL EXPENSESGENERAL CONDITIONS1. Bankruptcy2. Duties In The Event Of Occurrence,Offense, Claim Or Suita. Notice Of Occurrence Or Offense(1)(2)(3)b. Notice Of Claim(1)(2)c. Assistance And Cooperation Of TheInsured (1)(2)(3)(4)d. Obligations At The Insured's Own Coste. Additional Insured's Other Insurancef. Knowledge Of An Occurrence, Offense,Claim Or Suita.b.(1)(2)(3)(4)(5)(6) 126
BUSINESS LIABILITY COVERAGE FORM
f.3. Financial Responsibility Lawsa.b.4. Legal Action Against Usa.b.5. Separation Of Insuredsa.b.6. Representationsa. When You Accept This Policy(1)(2) (3)b. Unintentional Failure To DiscloseHazards7. Other Insurancea. Primary Insuranceb.c.b. Excess Insurance(1) Your Work(2) Premises Rented To You(3) Tenant Liability(4) Aircraft, Auto Or Watercraftg.A.(5) Property Damage To BorrowedEquipment Or Use Of Elevatorsk.A. 127
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 17 of 24
(6) When You Are Added As AnAdditional Insured To OtherInsurance(7) When You Add Others As AnAdditional Insured To ThisInsurance(a) Primary Insurance WhenRequired By Contractc.(b) Primary And Non-ContributoryTo Other Insurance WhenRequired By Contract(a)(b) (1)(2)c. Method Of Sharing8. Transfer Of Rights Of Recovery AgainstOthers To Usa. Transfer Of Rights Of Recoveryb. Waiver Of Rights Of Recovery (WaiverOf Subrogation) 128
BUSINESS LIABILITY COVERAGE FORM
F. OPTIONAL ADDITIONAL INSUREDCOVERAGES6.C.1. Additional Insured - Designated Person OrOrganizationC.a.b.2. Additional Insured - Managers Or LessorsOf Premisesa.C.b.(1)(2)
3. Additional Insured - Grantor Of FranchiseC.4. Additional Insured - Lessor Of LeasedEquipmenta.C.b.5. Additional Insured - Owners Or OtherInterests From Whom Land Has BeenLeaseda.C.b.(1)(2)6. Additional Insured - State Or PoliticalSubdivision – Permitsa.C. 129
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 19 of 24
b.(1)(2)7. Additional Insured – Vendorsa.C.b.(1)(a)(b)(c)(d) (e)(f)(g)(h)(i)(d)(f)(ii)(2)8. Additional Insured – Controlling InterestC.a.b. 130
BUSINESS LIABILITY COVERAGE FORM
9. Additional Insured – Owners, Lessees OrContractors – Scheduled Person OrOrganizationa.C.(1)(2)b.(1)(2)10. Additional Insured – Co-Owner Of InsuredPremisesC.
D.E.G. LIABILITY AND MEDICAL EXPENSESDEFINITIONS1.a. (1)(2)(3)(4)(5)b.c.a.b.2.3.4.5.a.b.c.6. 131
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 21 of 24
a.b.a.c.(1)a.(2)a(3)7.a.b.c.8.9.10.11.a.
b.a.b.12.aD.b.c.d.e.f.f.f.
132
BUSINESS LIABILITY COVERAGE FORM
(1)(a)(b)(2)(1)13.14.a.b.c.15.a.b.c.d.
(1)(2)e.a.b.c.d.(1)(2)f.a.b.c.d.(1)(a)(b)(c)(2)(3)16.17.a.b. 133
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 23 of 24
c.d.e.f.g.h.18.19.a.(1)(2)(a)(b)(c)
b.(1)(2)20.a.b.21.a.b.22.23.a.
134
BUSINESS LIABILITY COVERAGE FORM
b.c.d.24.a.(1)(a)(b)(c)(2)b.(1)
(2)c.25a.(1)(2)b.(1)(2)
135
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.
✔
1 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, 2023
✔
November 1, 2022
February 7, 2022
October 31, 2023
50,000.00
DocuSign Envelope ID: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 136
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: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 Senior Partner
10/4/2023
City Manager
137
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
1 / 6415
February 7, 2022
December 31, 2024
None.
DocuSign Envelope ID: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 138
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
1 / 6415
50,000.00
December 31, 2024
✔
50,000.00
50,000.00
50,000.00
50,000.00
DocuSign Envelope ID: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 139
___ 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: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 140
___ 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: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 141
___ 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: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 142
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
11/1/2022
(HD) Heffernan Insurance Brokers
1350 Carlback Avenue
Walnut Creek CA 94596
Maria Delgado
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
One Sansome Street, Suite 3500
San Francisco CA 94104
468826878
A
X
2,000,000
X
1,000,000
10,000
2,000,000
4,000,000
X
Y
Y
57SBAID7154SC
10/11/2022
10/11/2023
4,000,000
A
2,000,000
X
X
57SBAID7154SC
10/11/2022
10/11/2023
B
Professional Liability
AAAE10069303
4/30/2022
4/30/2023
Per Claim
Aggregate
Retention
$2,000,000
$2,000,000
$2,500
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 94804-0046
DocuSign Envelope ID: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 143
Form SS 00 08 04 05
QUICK REFERENCE
BUSINESS LIABILITY COVERAGE FORM
READ YOUR POLICY CAREFULLY
BUSINESS LIABILITY COVERAGE FORM Beginning on Page
A. COVERAGES 1
Business Liability 1
Medical Expenses 2
Coverage Extension - Supplementary Payments 2
B. EXCLUSIONS 3
C. WHO IS AN INSURED 10
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE 14
E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15
1. Bankruptcy 15
2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15
3. Financial Responsibility Laws 16
4. Legal Action Against Us 16
5. Separation Of Insureds 16
6. Representations 16
7. Other Insurance 16
8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18
Additional Insureds 18
G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20
DocuSign Envelope ID: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 144
Form SS 00 08 04 05 Page 1 of 24
© 2005, The Hartford
BUSINESS LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.
Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance.
The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured.
Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions.
A. COVERAGES
1. BUSINESS LIABILITY COVERAGE (BODILY
INJURY, PROPERTY DAMAGE, PERSONAL
AND ADVERTISING INJURY)
Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as
damages because of "bodily injury",
"property damage" or "personal and
advertising injury" to which this insurance
applies. We will have the right and duty to
defend the insured against any "suit"
seeking those damages. However, we will
have no duty to defend the insured against
any "suit" seeking damages for "bodily
injury", "property damage" or "personal and
advertising injury" to which this insurance
does not apply.
We may, at our discretion, investigate any
"occurrence" or offense and settle any claim
or "suit" that may result. But:
(1) The amount we will pay for damages is
limited as described in Section D. -
Liability And Medical Expenses Limits
Of Insurance; and
(2) Our right and duty to defend ends when
we have used up the applicable limit of
insurance in the payment of judgments,
settlements or medical expenses to which
this insurance applies.
No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Coverage
Extension - Supplementary Payments.
b. This insurance applies:
(1) To "bodily injury" and "property
damage" only if:
(a) The "bodily injury" or "property
damage" is caused by an
"occurrence" that takes place in the
"coverage territory";
(b) The "bodily injury" or "property
damage" occurs during the policy
period; and
(c) Prior to the policy period, no insured
listed under Paragraph 1. of Section
C. – Who Is An Insured and no
"employee" authorized by you to give
or receive notice of an "occurrence"
or claim, knew that the "bodily injury"
or "property damage" had occurred,
in whole or in part. If such a listed
insured or authorized "employee"
knew, prior to the policy period, that
the "bodily injury" or "property
damage" occurred, then any
continuation, change or resumption
of such "bodily injury" or "property
damage" during or after the policy
period will be deemed to have been
known prior to the policy period.
(2) To "personal and advertising injury"
caused by an offense arising out of your
business, but only if the offense was
committed in the "coverage territory"
during the policy period.
c. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under Paragraph 1. of Section
C. – Who Is An Insured or any "employee"
authorized by you to give or receive notice
of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or
any other insurer;
DocuSign Envelope ID: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 145
BUSINESS LIABILITY COVERAGE FORM
(2) Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or
death resulting at any time from the "bodily
injury".
e. Incidental Medical Malpractice
(1) "Bodily injury" arising out of the
rendering of or failure to render
professional health care services as a
physician, dentist, nurse, emergency
medical technician or paramedic shall
be deemed to be caused by an
"occurrence", but only if:
(a) The physician, dentist, nurse,
emergency medical technician or
paramedic is employed by you to
provide such services; and
(b) You are not engaged in the
business or occupation of providing
such services.
(2) For the purpose of determining the
limits of insurance for incidental medical
malpractice, any act or omission
together with all related acts or
omissions in the furnishing of these
services to any one person will be
considered one "occurrence".
2. MEDICAL EXPENSES
Insuring Agreement
a. We will pay medical expenses as described
below for "bodily injury" caused by an
accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or
rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the
"coverage territory" and during the
policy period;
(2) The expenses are incurred and reported
to us within three years of the date of
the accident; and
(3) The injured person submits to
examination, at our expense, by
physicians of our choice as often as we
reasonably require.
b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
(1) First aid administered at the time of an
accident;
(2) Necessary medical, surgical, x-ray and
dental services, including prosthetic
devices; and
(3) Necessary ambulance, hospital,
professional nursing and funeral
services.
3. COVERAGE EXTENSION -
SUPPLEMENTARY PAYMENTS
a. We will pay, with respect to any claim or
"suit" we investigate or settle, or any "suit"
against an insured we defend:
(1) All expenses we incur.
(2) Up to $1,000 for the cost of bail bonds
required because of accidents or traffic
law violations arising out of the use of
any vehicle to which Business Liability
Coverage for "bodily injury" applies. We
do not have to furnish these bonds.
(3) The cost of appeal bonds or bonds to
release attachments, but only for bond
amounts within the applicable limit of
insurance. We do not have to furnish
these bonds.
(4) All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or
"suit", including actual loss of earnings
up to $500 a day because of time off
from work.
(5) All costs taxed against the insured in
the "suit".
(6) Prejudgment interest awarded against
the insured on that part of the judgment
we pay. If we make an offer to pay the
applicable limit of insurance, we will not
pay any prejudgment interest based on
that period of time after the offer.
(7) All interest on the full amount of any
judgment that accrues after entry of the
judgment and before we have paid,
offered to pay, or deposited in court the
part of the judgment that is within the
applicable limit of insurance.
Any amounts paid under (1) through (7)
above will not reduce the limits of insurance.
DocuSign Envelope ID: 67E93E75-9DE2-4CAB-ACC1-540040FBA448 146
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 3 of 24
b. If we defend an insured against a "suit"
and an indemnitee of the insured is also
named as a party to the "suit", we will
defend that indemnitee if all of the
following conditions are met:
(1) The "suit" against the indemnitee
seeks damages for which the insured
has assumed the liability of the
indemnitee in a contract or agreement
that is an "insured contract";
(2) This insurance applies to such liability
assumed by the insured;
(3) The obligation to defend, or the cost of
the defense of, that indemnitee, has
also been assumed by the insured in
the same "insured contract";
(4) The allegations in the "suit" and the
information we know about the
"occurrence" are such that no conflict
appears to exist between the interests
of the insured and the interest of the
indemnitee;
(5) The indemnitee and the insured ask
us to conduct and control the defense
of that indemnitee against such "suit"
and agree that we can assign the
same counsel to defend the insured
and the indemnitee; and
(6) The indemnitee:
(a) Agrees in writing to:
(i) Cooperate with us in the
investigation, settlement or
defense of the "suit";
(ii) Immediately send us copies of
any demands, notices,
summonses or legal papers
received in connection with
the "suit";
(iii) Notify any other insurer whose
coverage is available to the
indemnitee; and
(iv) Cooperate with us with
respect to coordinating other
applicable insurance available
to the indemnitee; and
(b) Provides us with written
authorization to:
(i) Obtain records and other
information related to the
"suit"; and
(ii) Conduct and control the
defense of the indemnitee in
such "suit".
So long as the above conditions are met,
attorneys' fees incurred by us in the
defense of that indemnitee, necessary
litigation expenses incurred by us and
necessary litigation expenses incurred
by the indemnitee at our request will be
paid as Supplementary Payments.
Notwithstanding the provisions of
Paragraph 1.b.(b) of Section B. –
Exclusions, such payments will not be
deemed to be damages for "bodily
injury" and "property damage" and will
not reduce the Limits of Insurance.
Our obligation to defend an insured's
indemnitee and to pay for attorneys' fees
and necessary litigation expenses as
Supplementary Payments ends when:
(1) We have used up the applicable limit
of insurance in the payment of
judgments or settlements; or
(2) The conditions set forth above, or the
terms of the agreement described in
Paragraph (6) above, are no longer met.
B. EXCLUSIONS
1. Applicable To Business Liability Coverage
This insurance does not apply to:
a. Expected Or Intended Injury
(1) "Bodily injury" or "property damage"
expected or intended from the
standpoint of the insured. This
exclusion does not apply to "bodily
injury" or "property damage" resulting
from the use of reasonable force to
protect persons or property; or
(2) "Personal and advertising injury" arising
out of an offense committed by, at the
direction of or with the consent or
acquiescence of the insured with the
expectation of inflicting "personal and
advertising injury".
b. Contractual Liability
(1) "Bodily injury" or "property damage"; or
(2) "Personal and advertising injury"
for which the insured is obligated to pay
damages by reason of the assumption of
liability in a contract or agreement.
This exclusion does not apply to liability
for damages because of:
(a) "Bodily injury", "property damage" or
"personal and advertising injury" that
the insured would have in the
absence of the contract or
agreement; or
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(b) "Bodily injury" or "property damage"
assumed in a contract or agreement
that is an "insured contract",
provided the "bodily injury" or
"property damage" occurs
subsequent to the execution of the
contract or agreement. Solely for
the purpose of liability assumed in
an "insured contract", reasonable
attorneys' fees and necessary
litigation expenses incurred by or for
a party other than an insured are
deemed to be damages because of
"bodily injury" or "property damage"
provided:
(i) Liability to such party for, or for
the cost of, that party’s defense
has also been assumed in the
same "insured contract", and
(ii) Such attorneys' fees and
litigation expenses are for
defense of that party against a
civil or alternative dispute
resolution proceeding in which
damages to which this
insurance applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for
which any insured may be held liable by
reason of:
(1) Causing or contributing to the
intoxication of any person;
(2) The furnishing of alcoholic beverages to
a person under the legal drinking age or
under the influence of alcohol; or
(3) Any statute, ordinance or regulation
relating to the sale, gift, distribution or
use of alcoholic beverages.
This exclusion applies only if you are in the
business of manufacturing, distributing,
selling, serving or furnishing alcoholic
beverages.
d. Workers' Compensation And Similar
Laws
Any obligation of the insured under a
workers' compensation, disability benefits
or unemployment compensation law or
any similar law.
e. Employer’sLiability
"Bodily injury" to:
(1) An "employee" of the insured arising
out of and in the course of:
(a) Employment by the insured; or
(b) Performing duties related to the
conduct of the insured’s business, or
(2) The spouse, child, parent, brother or
sister of that "employee" as a
consequence of (1) above.
This exclusion applies:
(1) Whether the insured may be liable as
an employer or in any other capacity;
and
(2) To any obligation to share damages
with or repay someone else who must
pay damages because of the injury.
This exclusion does not apply to liability
assumed by the insured under an "insured
contract".
f. Pollution
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the actual, alleged or
threatened discharge, dispersal,
seepage, migration, release or escape
of "pollutants":
(a) At or from any premises, site or
location which is or was at any
time owned or occupied by, or
rented or loaned to any insured.
However, this subparagraph does
not apply to:
(i) "Bodily injury" if sustained within
a building and caused by
smoke, fumes, vapor or soot
produced by or originating from
equipment that is used to heat,
cool or dehumidify the building,
or equipment that is used to
heat water for personal use, by
the building's occupants or their
guests;
(ii) "Bodily injury" or "property
damage" for which you may be
held liable, if you are a
contractor and the owner or
lessee of such premises, site or
location has been added to your
policy as an additional insured
with respect to your ongoing
operations performed for that
additional insured at that
premises, site or location and
such premises, site or location
is not and never was owned or
occupied by, or rented or
loaned to, any insured, other
than that additional insured; or
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(iii) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire";
(b) At or from any premises, site or
location which is or was at any
time used by or for any insured or
others for the handling, storage,
disposal, processing or treatment
of waste;
(c) Which are or were at any time
transported, handled, stored,
treated, disposed of, or processed
as waste by or for:
(i) Any insured; or
(ii) Any person or organization for
whom you may be legally
responsible;
(d) At or from any premises, site or
location on which any insured or
any contractors or subcontractors
working directly or indirectly on
any insured's behalf are
performing operations if the
"pollutants" are brought on or to
the premises, site or location in
connection with such operations
by such insured, contractor or
subcontractor. However, this
subparagraph does not apply to:
(i) "Bodily injury" or "property
damage" arising out of the
escape of fuels, lubricants or
other operating fluids which are
needed to perform the normal
electrical, hydraulic or
mechanical functions
necessary for the operation of
"mobile equipment" or its parts,
if such fuels, lubricants or other
operating fluids escape from a
vehicle part designed to hold,
store or receive them. This
exception does not apply if the
"bodily injury" or "property
damage" arises out of the
intentional discharge, dispersal
or release of the fuels,
lubricants or other operating
fluids, or if such fuels,
lubricants or other operating
fluids are brought on or to the
premises, site or location with
the intent that they be
discharged, dispersed or
released as part of the
operations being performed
by such insured, contractor or
subcontractor;
(ii) "Bodily injury" or "property
damage" sustained within a
building and caused by the
release of gases, fumes or
vapors from materials brought
into that building in connection
with operations being performed
by you or on your behalf by a
contractor or subcontractor; or
(iii) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire"; or
(e) At or from any premises, site or
location on which any insured or any
contractors or subcontractors
working directly or indirectly on any
insured’s behalf are performing
operations if the operations are to
test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize,
or in any way respond to, or assess
the effects of, "pollutants".
(2) Any loss, cost or expense arising out
of any:
(a) Request, demand, order or statutory
or regulatory requirement that any
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
"pollutants"; or
(b) Claim or suit by or on behalf of a
governmental authority for
damages because of testing for,
monitoring, cleaning up, removing,
containing, treating, detoxifying or
neutralizing, or in any way
responding to, or assessing the
effects of, "pollutants".
However, this paragraph does not
apply to liability for damages because
of "property damage" that the insured
would have in the absence of such
request, demand, order or statutory or
regulatory requirement, or such claim
or "suit" by or on behalf of a
governmental authority.
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g. Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft, "auto"
or watercraft owned or operated by or rented
or loaned to any insured. Use includes
operation and "loading or unloading".
This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft, "auto" or watercraft that is
owned or operated by or rented or loaned to
any insured.
This exclusion does not apply to:
(1) A watercraft while ashore on premises
you own or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons
for a charge;
(3) Parking an "auto" on, or on the ways
next to, premises you own or rent,
provided the "auto" is not owned by or
rented or loaned to you or the insured;
(4) Liability assumed under any "insured
contract" for the ownership,
maintenance or use of aircraft or
watercraft;
(5) "Bodily injury" or "property damage"
arising out of the operation of any of
the equipment listed in Paragraph f.(2)
or f.(3) of the definition of "mobile
equipment"; or
(6) An aircraft that is not owned by any
insured and is hired, chartered or loaned
with a paid crew. However, this
exception does not apply if the insured
has any other insurance for such "bodily
injury" or "property damage", whether
the other insurance is primary, excess,
contingent or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage"
arising out of:
(1) The transportation of "mobile equipment"
by an "auto" owned or operated by or
rented or loaned to any insured; or
(2) The use of "mobile equipment" in, or
while in practice or preparation for, a
prearranged racing, speed or
demolition contest or in any stunting
activity.
i. War
"Bodily injury", "property damage" or
"personal and advertising injury", however
caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force,
including action in hindering or
defending against an actual or
expected attack, by any government,
sovereign or other authority using
military personnel or other agents; or
(3) Insurrection, rebellion, revolution,
usurped power, or action taken by
governmental authority in hindering or
defending against any of these.
j. Professional Services
"Bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or failure to render
any professional service. This includes
but is not limited to:
(1) Legal, accounting or advertising
services;
(2) Preparing, approving, or failing to
prepare or approve maps, shop
drawings, opinions, reports, surveys,
field orders, change orders, designs or
drawings and specifications;
(3) Supervisory, inspection, architectural
or engineering activities;
(4) Medical, surgical, dental, x-ray or
nursing services treatment, advice or
instruction;
(5) Any health or therapeutic service
treatment, advice or instruction;
(6) Any service, treatment, advice or
instruction for the purpose of
appearance or skin enhancement, hair
removal or replacement or personal
grooming;
(7) Optical or hearing aid services
including the prescribing, preparation,
fitting, demonstration or distribution of
ophthalmic lenses and similar
products or hearing aid devices;
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(8) Optometry or optometric services
including but not limited to examination
of the eyes and the prescribing,
preparation, fitting,demonstration or
distribution of ophthalmic lenses and
similar products;
(9) Any:
(a) Body piercing (not including ear
piercing);
(b) Tattooing, including but not limited
to the insertion of pigments into or
under the skin; and
(c) Similar services;
(10) Services in the practice of pharmacy;
and
(11) Computer consulting, design or
programming services, including web
site design.
Paragraphs (4) and (5) of this exclusion do
not apply to the Incidental Medical
Malpractice coverage afforded under
Paragraph 1.e. in Section A. - Coverages.
k. Damage To Property
"Property damage" to:
(1) Property you own, rent or occupy,
including any costs or expenses
incurred by you, or any other person,
organization or entity, for repair,
replacement, enhancement,
restoration or maintenance of such
property for any reason, including
prevention of injury to a person or
damage to another's property;
(2) Premises you sell, give away or
abandon, if the "property damage" arises
out of any part of those premises;
(3) Property loaned to you;
(4) Personal property in the care, custody
or control of the insured;
(5) That particular part of real property on
which you or any contractors or
subcontractors working directly or
indirectly on your behalf are performing
operations, if the "property damage"
arises out of those operations; or
(6) That particular part of any property
that must be restored, repaired or
replaced because "your work" was
incorrectly performed on it.
Paragraphs (1), (3) and (4) of this
exclusion do not apply to "property
damage" (other than damage by fire) to
premises, including the contents of such
premises, rented to you for a period of 7 or
fewer consecutive days. A separate Limit
of Insurance applies to Damage To
Premises Rented To You as described in
Section D. - Limits Of Insurance.
Paragraph (2) of this exclusion does not
apply if the premises are "your work" and
were never occupied, rented or held for
rental by you.
Paragraphs (3) and (4) of this exclusion do
not apply to the use of elevators.
Paragraphs (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.
Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" to
borrowed equipment while not being used
to perform operations at a job site.
Paragraph (6) of this exclusion does not
apply to "property damage" included in the
"products-completed operations hazard".
l. Damage To Your Product
"Property damage" to "your product"
arising out of it or any part of it.
m. Damage To Your Work
"Property damage" to "your work" arising
out of it or any part of it and included in the
"products-completed operations hazard".
This exclusion does not apply if the
damaged work or the work out of which
the damage arises was performed on your
behalf by a subcontractor.
n. Damage To Impaired Property Or
Property Not Physically Injured
"Property damage" to "impaired property"
or property that has not been physically
injured, arising out of:
(1) A defect, deficiency, inadequacy or
dangerous condition in "your product"
or "your work"; or
(2) A delay or failure by you or anyone
acting on your behalf to perform a
contract or agreement in accordance
with its terms.
This exclusion does not apply to the loss
of use of other property arising out of
sudden and accidental physical injury to
"your product" or "your work" after it has
been put to its intended use.
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