Agreement to Retain Services Not of an Accountant by lvo16689


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									                       PROFESSIONAL SERVICES AGREEMENT
                           BETWEEN CITY OF OAKLAND
                           AND RELMAN & ASSOCIATES

Whereas, the City of Oakland (“City”) desires to enter into this agreement with Relman &
Associates to provide services as a court appointed monitor to oversee the implementation
of the settlement agreement in Allen, et al., v. City of Oakland, et al., U.S.D.C. Case No.
C00-4599 TEH (“Settlement Agreement”); and

Whereas, Relman was mutually selected by the City and Plaintiffs in the above litigation as
the agreed upon monitor following a lengthy Request for Proposal (“RFP”) process; and

Whereas, the United States District Court for the Northern District of California has
continuing jurisdiction of this action and has approved the selection of Relman as the

Now therefore the parties to this agreement covenant as follows:

1) Parties and Effective Date

This Agreement is made and entered into as of July 15, 2003, between the City of
Oakland, a municipal corporation, (“City”) One Frank H. Ogawa Plaza, Oakland, California
94612 and Relman & Associates (“Contractor”). Relman’s Independent Monitoring Team,
(hereinafter referred to as “IMT”) shall be comprised of the following members; Kelli M.
Evans, Esq., Christy E. Lopez, Esq., Charles Gruber, and Rachel M. Burgess.

2) Scope of Services

   Relman agrees to perform the services required to monitor the Settlement Agreement,
   including those specified in Exhibit A attached to this agreement and incorporated
   herein by reference.

3) Method of Performing Services

   Except as provided in the Settlement Agreement, Relman will determine the method,
   details and means of performing the services described in Exhibit A.

4) Time of Performance

Relman’s services shall begin on July, 15, 2003, and shall be completed by July 15, 2008
unless extended by the Court. The extension of the Monitor beyond five years shall be
allowed only if the Court determines that it is reasonably necessary in order for the Monitor
to fulfill his/her duties pursuant to the Settlement Agreement. If the monitoring period is
extended beyond five years, Relman will require a separate agreement setting forth the
nature of the services to be provided and the amount and manner in which the City will pay

for such services.    Under no circumstances shall Relman’s services extend beyond
January 22, 2010.

5) Compensation and Method of Payment

   Relman will be paid for performance of the entire scope of services an amount not to
   exceed $3,576,898.82, including all agreed expenses as set forth in Exhibit B. Monthly
   payments shall be made to Relman upon submission and approval of billing invoices.
   The invoices shall include the billing amount and a brief description of the services
   rendered. Except for those in dispute, all payments shall be due and payable upon
   receipt of an invoice. It is agreed that all payments made later than 30 days from
   receipt of an invoice shall be considered overdue payments. Overdue payments shall
   include an interest payment calculated as provided for by State of California prompt
   payment law codified in the Public Contract Code §20104.50, et seq. A breakdown of
   the costs is set forth more fully as Exhibit B.

6) Monitoring Team

   Relman shall appoint an IMT, comprised of employees and subcontractors, to
   perform the scope of services required hereunder for the duration of the Agreement
   (hereinafter referred to as “Team”), as follows:
         Kelli Evans, Esq., Christy Lopez, Esq., Rachel Burgess, and Charles Gruber.
   For the purposes of all communications and liaisons between the IMT and City,
   Relman appoints Kelli Evans as the Primary Monitor. City shall first communicate
   with Kelli Evans unless she is not available, in which case City shall then
   communicate with Christy Lopez.

   Relman shall not remove IMT members during the term of this Agreement unless the
   employment and/or subcontractor relationship between Relman and employee or
   subcontractor is terminated, in which case Relman shall provide City with 10 days
   notice of release of IMT members due to such termination, and replace members as
   provided below.

7) Addition & Replacement of IMT Members

   Relman shall obtain the written approval of the City, which shall not be unreasonably
   withheld, if it wishes to appoint new members to or to replace members of the IMT.
   Relman shall provide to City a copy of the proposed member’s resume and a
   completed background questionnaire at least 30 business days prior to appointment.
   City shall respond within 30 business days of receipt of the resume and completed
   background questionnaire with a written approval or disapproval. City shall provide
   reasons, in writing, for disapproval of a proposed candidate. If City fails to respond
   within the time limit, Relman’s proposed candidate shall be deemed approved.

   City shall not be liable for any costs associated with the replacement of any
   members of the IMT, including costs necessary to bring new members of the IMT to
   current status with the project.

8) Independent Contractor

   It is expressly agreed that in the performance of the services necessary to carry out this
   agreement, Relman shall be, and is, an independent contractor, and is not an
   employee of City. Except as provided for in the Settlement Agreement and specified in
   Paragraph 1 above, Relman has and shall retain the right to exercise full control and
   supervision of the services, and full control over the employment, direction,
   compensation and discharge of all persons assisting Relman in the performance of
   Relman’s services hereunder. Relman shall be solely responsible for all matters relating
   to the payment of his/her employees, including compliance with social security,
   withholding and all other regulations governing such matters, and shall be solely
   responsible for Relman's own acts and those of Relman’s subordinates and
   employees. It is further expressly understood by the parties to this agreement that at all
   times Relman is an agent of the United States District Court and as such reports to and
   takes direction from said court.

   Relman may associate such additional persons or entities to assist in developing
   databases and scientifically valid review methodologies as are reasonably necessary
   to perform the monitoring tasks specified in this Agreement. Any additional persons
   or entities associated by Relman shall possess the following attributes: a reputation
   for integrity, even-handedness and independence; an absence of bias, including any
   appearance of bias, for or against the plaintiffs, the City, the Department, or their
   members or employees; and no personal involvement in the last five (5) years,
   whether paid or unpaid, with a claim or lawsuit against the City or the Department or
   any of their officers, agents or employees unless waived by the parties, which waiver
   shall not be unreasonably withheld.

   Relman shall notify the City and the Court if and when such additional persons or
   entities are selected for association by Relman. The notice shall identify the person
   or entity to be associated and the monitoring task to be performed, and, if a waiver is
   being requested, the notice shall indicate if the person had any such involvement in
   the last five (5) years, whether paid or unpaid, with a claim or lawsuit against the City
   or the Department, or any of their members, agents, or employees.

9) Contractor’s Qualifications

   Relman represents that it has the qualifications and skills necessary to perform the
   services under this agreement in a competent and professional manner without the
   advice or direction of City. This means Relman is able to fulfill the requirements of this
   agreement. Failure to perform all of the services required under this agreement will
   constitute a material breach of the agreement. Subject to the provisions of the
   Settlement Agreement and requirements of the Court and the City, Relman has

   complete and sole discretion for the manner in which the work under this agreement is

10) Payment of Income Taxes

   Relman is responsible for paying, when due, all applicable taxes, including income
   taxes, and estimated income taxes, incurred as a result of the compensation paid by
   City to Relman for services under this agreement. On request, Relman will provide City
   with certification by Relman’s accountant that timely payment of taxes on income
   received from City has been made. Relman agrees to indemnify City for any claims,
   costs, losses, fees, penalties, interest or damages suffered by City resulting from
   Relman’s failure to comply with this provision.

11) Payment of Expenses

   Relman will be responsible for all expenses incurred in performing services under this
   agreement not set forth in Exhibit B.

12) Non-Exclusive Relationship

   Relman may perform services for, and contract with, as many additional clients,
   persons or companies as Relman, in its sole discretion, sees fit.

13) Tools, Materials and Equipment

   Relman will supply all tools, materials and equipment required to perform the services
   under this agreement except those specified in Exhibit A. In addition, the City shall
   provide Relman and any staff of Relman with office space, which may be in the
   Police Department or within other City offices, and with reasonable office support
   such as computers, internet and email access, telephones, access to fax and
   photocopying, etc. The City and OPD shall bear all reasonable fees and costs for

14) Cooperation of City and OPD

   City and OPD agree to comply in good faith with all reasonable requests of Relman
   necessary to the performance of Relman’s duties under this agreement. If the Monitor
   reports that the duties and the responsibilities of the Monitor, as specified in this
   Agreement, cannot be carried out because of lack of cooperation, failure to provide
   appropriate data and documents otherwise called for in this Agreement, lack of
   timely response or other forms of unwarranted delays from OPD or the City, the
   Court may impose such remedies as it deems just and necessary.

15) Extra Work

   Relman will do no extra work under this agreement, including providing technical
   assistance beyond the scope of the Settlement Agreement, without first receiving prior
   written authorization from City. Should OPD or the City request technical assistance on
   matters that are beyond the scope of the Settlement Agreement, Relman will provide
   such assistance if appropriate, but because such services are not included in the Scope
   of Services or Budget for this agreement, Relman will require a separate agreement
   setting forth the nature of the services and the amount and manner in which the City will
   pay for such services.

16) Proprietary or Confidential Information of City

   Relman understands and agrees that, in the performance of the work or services
   under this Agreement or in contemplation thereof, Relman may have access to
   private or confidential information which may be owned or controlled by City and that
   such information may contain proprietary or confidential details, the disclosure of
   which to third parties may be damaging to City. Relman agrees that all information
   disclosed by City to Relman shall be held in confidence and used only in and as
   required by the performance of the Agreement except as required by Relman in the
   performance of its duties as set forth in the Settlement Agreement and Exhibit A.
   Relman shall exercise the same standard of care to protect such information as a
   reasonably prudent contractor would use to protect its own proprietary data.

17) Proprietary or Confidential Information of Relman

   The City and OPD understand and agree that, in the performance of the work or
   services under this Agreement or in contemplation thereof, the City and OPD may
   have access to private or confidential information which may be owned or controlled
   by Relman and that such information may contain proprietary or confidential details,
   the disclosure of which to third parties may not be authorized by Relman. The City
   and OPD agree that all information disclosed by Relman to the City and OPD shall
   be held in confidence and used only as required by the City or OPD in the
   performance of duties as set forth in the Settlement Agreement. OPD and the City
   shall exercise the same standard of care to protect such information as a reasonably
   prudent contractor would use to protect its own proprietary data.

18) City’s Right to Use of Relman’s Work & Software License

   The City shall have right to use, distribute, copy, disseminate, publish or otherwise
   utilize, without restriction or costs, all reports, documents, information, compliance
   analyses, studies, notes, raw review data, audit procedures, tools and forms
   originated, generated and or prepared by Relman or its subcontractors in the
   performance of this Agreement.

   Relman further agrees to secure an option from any software provider/developer it
   may use, to be exercised upon expiration of this Agreement, for City i) to purchase a
   license or licenses for any audit software acquired and/or developed by Relman or

   its subcontractors, and ii) to modify said software in order to interface it with OPD’s
   PIMS system. All costs for the City’s software options, license(s), modifications and
   post-Agreement maintenance of the software shall be borne by the City.

19) Termination on Notice

   This agreement may only be terminated as set forth in the Settlement Agreement, a
   copy of which is attached as Exhibit C.

20) Agents/Brokers

   Relman warrants that, Relman has not employed or retained any subcontractor, agent,
   company or person other than bona fide, full-time employees of Relman working solely
   for Relman, to solicit or secure this agreement, and that Relman has not paid or agreed
   to pay any subcontractor, agent, company or persons other than bona fide employees
   any fee, commission, percentage, gifts or any other consideration, contingent upon or
   resulting from the award of this agreement.

21) Conflict of Interest Rules.

   a) Relman warrants and represents, to the best of its present knowledge, that no
   “Public Official” of the City who has participated in “Making” or in any way used his
   or her official position to influence the making of this Agreement has a “Financial
   Interest” in this Agreement or the program funded under this Agreement.

   b) For purposes of this paragraph, a “Public Official” has a “Financial Interest” if the
   Agreement or the program would foreseeably have a material financial effect, at the
   time of the official’s participation, on (a) the official, (b) the official’s spouse or
   dependent children, (c) any for-profit business entity in which the official has a direct
   or indirect investment worth $1,000 or more, (d) any real property in which the
   official has a direct or indirect interest worth $1,000 or more, (e) any for-profit
   business entity in which the official is a director, officer, partner, trustee, employee or
   manager, or (f) any source of income or donors of gifts to the official (including
   nonprofit entities) if the income or value of the gift totaled more than $250 the
   previous year.

   c) Also, Relman warrants and represents, to the best of its present knowledge, that
   any public official of the City who is a noncompensated director or officer of Relman
   has not participated in the making of this Agreement or in the decision to fund the
   program from CDBG funds.

   d) For purposes of this subsection, “Public Official” means any City Councilmember,
   elected or appointed official, member, officer, employee or consultant of the City,
   and specifically includes any director of a Community Development District Board
   that makes a recommendation on the funding for this Agreement.

22) Conflict of Interest: Remedies and Sanctions

   In addition to the rights and remedies otherwise available to the City under this
   Agreement, Relman understands and agrees that, if the City reasonably determines
   that Relman has failed to make a good faith effort to avoid an improper conflict of
   interest situation or is responsible for the conflict situation, the City may petition the
   court for relief as provided for in the settlement agreement.

23) Conflict of Interest: Subcontracts

   Relman shall incorporate, or cause to be incorporated, in all contracts and
   subcontracts for work to be performed under this Agreement a provision prohibiting
   any conflict of interest described above in this section.

24) Conflict of Interest: No Waiver

   Nothing herein is intended to nor does waive any applicable federal, state or local
   conflict of interest law or regulation.

25) Equal Employment Practices

   a) Relman shall not discriminate or permit discrimination against any person or group
   of persons in any manner prohibited by federal, state, or local laws.

   b) During the performance of this agreement, Relman agrees as follows:

   c) Relman and Relman’s subcontractors, if any, shall not discriminate against any
   employee or applicant for employment because of gender, sexual preference, race,
   creed, color, national origin, Acquired-Immune Deficiency Syndrome (AIDS),
   AIDS-Related Complex (ARC) or physical disability. Such nondiscriminatory action
   shall include, but not be limited to, the following: employment, upgrading, demotion or
   transfer, recruitment advertising, layoffs, termination, rates of pay or other forms of
   compensation, and selection for training, including apprenticeship.

   d) Relman and Relman’s subcontractors shall state in all solicitations or advertisements
   for persons to provide services under this Agreement, that all qualified applicants will
   receive consideration for employment without regard to gender, sexual preference,
   race, creed, color, national origin, Acquired Immune Deficiency Syndrome (AIDS),
   AIDS Related Complex (ARC) or physical disability.

   e) If applicable, Relman will send to each labor union or representative of workers with
   whom Relman has a collective bargaining agreement or contract or understanding, a
   notice advising the labor union or workers' representative of Relman commitments
   under this nondiscrimination clause and shall post copies of the notice in conspicuous
   places available to employees and applicants for employment.

26) Affirmative Action

   a) Relman shall make good faith efforts to subcontract with certified LBE/SLBE Local
   Business Enterprise/Small Local Business Enterprise subcontractors. Additionally, if
   possible, opportunities for training and employment shall be given to residents of the
   City of Oakland.

   b) Relman shall submit information on forms supplied by the City concerning the
   ownership and workforce composition of Relman’s firm as well as its subcontractors
   and suppliers performing work pursuant to this Agreement, as reasonably requested by
   the City.

   c) All affirmative action efforts of Relman are subject to tracking by the City. This
   information or data shall be used for statistical purposes only. All contractors are
   required to provide data regarding the make-up of their subcontractors and agents
   who will perform City contracts, including the race and gender of each employee
   and/or contractor and his or her job title or function and the methodology used by the
   contractor to hire and/or contract with the individual or entity in question.

   d) In the recruitment of subcontractors who will perform City contracts, the City of
   Oakland requires all contractors to undertake nondiscriminatory and equal outreach
   efforts, which include outreach to minorities and women-owned businesses as well
   as other segment of Oakland’s business community. The City Manager will track the
   City’s MBE/WBE utilization to ensure the absence of unlawful discrimination on the
   basis of race, ethnicity, national origin, gender, religion, sexual orientation, or
   disability, and make reports quarterly or as requested, to the City.

   e) In the use of such recruitment, hiring and retention of employees or
   subcontractors who will perform City contracts, the City of Oakland requires all
   contractors to undertake nondiscriminatory and equal outreach efforts which include
   outreach to minorities and women as well as other segments of Oakland’s business

27) Living Wage Requirements

   a) This Agreement is subject to the Living Wage Ordinance of the Oakland Municipal
   Code and its implementing regulations. The Ordinance requires among other things,
   submission of the Declaration of Compliance attached and incorporated herein and
   made part of this Agreement, and, unless specific exemptions apply or a waiver is
   granted, that Relman provide the following to its employees who perform services
   under or related to this Agreement:

   b) Minimum compensation – Effective July 1, 2003, said employees shall be paid an
   initial hourly wage rate of $9.58 with health benefits or $11.02 without health
   benefits. These initial rates shall be upwardly adjusted each year no later than April
   1 in proportion to the increase at the immediately preceding December 31 over the
   year earlier level of the Bay Region Consumer Price Index as published by the

   Bureau of Labor Statistics, U.S. Department of Labor. The city shall notify Relman
   in May of each year of the new rates.

   c) Health benefits – Said full-time and part-time employees paid at the lower living
   wage rate shall be provided health benefits of at least $1.25 per hour. Contractor
   shall provide proof that health benefits are in effect for those employees no later
   than 30 days after execution of the contract or receipt of City financial assistance.

   d) Compensated days off – Said employees shall be entitled to twelve compensated
   days off per year for sick leave, vacation or personal necessity at the employee's
   request, and ten uncompensated days off per year for sick leave. Employees shall
   accrue one compensated day off per month of full time employment. Part-time
   employees shall accrue compensated days off in increments proportional to that
   accrued by full-time employees. The employees shall be eligible to use accrued
   days off after the first six months of employment or consistent with company policy,
   whichever is sooner. Paid holidays, consistent with established employer policy,
   may be counted toward provision of the required 12 compensated days off. Ten
   uncompensated days off shall be made available, as needed, for personal or
   immediate family illness after the employee has exhausted his or her accrued
   compensated days off for that year.

   e) Federal Earned Income Credit (EIC) – Relman shall inform said employees who
   earn less than $12.00 per hour that he or she may be eligible for EIC and shall
   provide forms to apply for advance EIC payments to eligible employees.

   f) Relman shall provide to all employees and to the Office of Contract Compliance,
   written notice of its obligation to eligible employees under the City’s Living Wage
   requirements. Said notice shall be posted prominently in communal areas of the
   work site(s) and shall include information set forth in sections a through d above.

   g) Relman shall provide all written notices and forms required above in English,
   Spanish or other languages spoken by a significant number of employees within 30
   days of employment under this Agreement.

   h) Relman shall require subcontractors that provide services under or related to this
   Agreement to comply with the above Living Wage provisions. Relman shall include
   the same or similar provisions as those set forth in sections a through g above in its
   subcontracts. Copies of said subcontracts shall be submitted to the Office of
   Contract Compliance.

28) Equal Benefits

   This Agreement is subject to the Equal Benefits Ordinance, Municipal Code, Chapter
   2.32 requiring contractors on city contracts of $25,000 or more to provide employee
   benefits to their employees with domestic partners equivalent to those provided to

   their employees with spouses. The ordinance covers all benefits that an employer
   offers its employees and their spouses, which include but are not limited to, health
   benefits, bereavement leave, family leave, retirement benefits, travel and other
   benefits. Contractor and vendors that do not have employees or do not provide
   employees with spousal benefits are not required to change their benefits policies.
   All Contractors shall execute an “Equal Benefits-Declaration of Nondiscrimination”
   which shall be incorporated herein and attached as Schedule C-2 to this Agreement.

29) Audit and Inspections

   RELMAN shall permit, CITY and its authorized representatives to have reasonable
   access to RELMAN’S books, records, accounts and work product for expenditures
   billed to the City under this Agreement, for the purpose of making an audit or
   examination for a period of four (4) years following the fiscal year of the last
   expenditure under this Agreement, providing the City pays for storage of the
   materials with a vendor of the City’s choosing. CITY shall not have the right to audit
   or examine any books, records, accounts or work product of RELMAN not related to
   expenditures billed to the City under this Agreement. RELMAN shall permit and
   facilitate observation and inspection of the work and records for expenditures billed
   to the CITY at RELMAN’S principal office and job site by CITY, its employees,
   agents, public authorities, and other designees, during reasonable business hours.
   RELMAN acknowledges that all records documenting expenditures billed to the
   CITY are subject to public review.

30) Insurance

   Relman shall procure and keep in force the insurance requirements specified in
   Schedule Q (attached hereto and incorporated herein by reference) for the term of
   this contract.

31) Indemnification

   Relman agrees to protect, defend (with counsel acceptable to the City), indemnify and
   hold harmless City, its councilmembers, officers employees and agents (“Indemnitees”)
   from any and all actions, causes of action, claims, losses expenses (including
   reasonable attorneys’ fees and costs) or liability (collectively called “Actions”) on
   account of damage of property or injury to or death of persons arising out of or resulting
   in any way from the negligence of Relman, its officers, employees, subconsultants or
   agents in the performance of this Agreement.

32) Political Prohibition

   Subject to applicable State and Federal laws, moneys paid pursuant to this agreement
   shall not be used for political purposes, sponsoring or conducting candidate's meetings,
   engaging in voter registration activity, nor for publicity or propaganda purposes

   designed to support or defeat legislation pending before federal, state or local

33) Religious Prohibition

   There shall be no religious worship, instruction, or proselytization as part of, or in
   connection with the performance of the agreement.

34) Conflict of Interest

   The following protections against conflict of interest will be upheld:

   a) Relman certifies that no member of, or delegate to the Congress of the United States
   shall be permitted to share or take part in this agreement or in any benefit arising

   b) Relman certifies that no member, officer, or employee of City or its designees or
   agents, and no other public official of City who exercises any functions or
   responsibilities with respect to the programs or projects covered by this agreement,
   shall have any interest, direct or indirect in this agreement, or in its proceeds during
   his/her tenure or for one year thereafter.

   c) Relman shall incorporate, or cause to be incorporated, in all subagreements for work
   to be performed under this agreement a provision prohibiting such interests pursuant to
   the purposes of this section.

   d) Relman shall immediately notify City of any real or possible conflict of interest
   between work performed for City and for other clients served by Relman.

35) Assignment

   Relman shall not assign or otherwise transfer any rights, duties, obligations or interest
   in this Agreement or arising hereunder to any person, persons, entity or entities
   whatsoever without the prior written consent of City and any attempt to assign or
   transfer without such prior written consent shall be void. Consent to any single
   assignment or transfer shall not constitute consent to any further assignment or

36) Business Tax Certificate

   Relman shall obtain and provide proof of a valid City business tax certificate. Said
   certificate must remain valid during the duration of this agreement.

37) Governing Law

   This agreement shall be governed by the laws of the State of California.

38) Notices

   If either party shall desire or be required to give notice to the other, such notice shall be
   given in writing, by prepaid U.S. certified or registered postage, addressed to recipient
   as follows:


         Gregory A. Lowe                                 Charles Vose
         Captain of Police                               Oakland City Attorney’s Office
         Office of Inspector General                     One Frank H. Ogawa Plaza
         Oakland Police Department                 Oakland, CA 94612
         455 7th Street, 8th Floor             
         Oakland, CA 94607                               Phone: 510.238.2961
         Phone: 510.637.0223
         Fax: 510.465.3405


         Kelli M. Evans, Esq.
         Christy E. Lopez, Esq.
         Relman & Associates
         1350 Connecticut Avenue NW Suite 304
         Washington, DC 20036-1738
         Phone: 202.728.1888

39) Entire Agreement of the Parties

   This agreement supersedes any and all agreements, either oral or written, between the
   parties with respect to the rendering of services by Relman for City and contains all of
   the representations, covenants and agreements between the parties with respect to the
   rendering of those services. Each party to this agreement acknowledges that no
   representations, inducements, promises or agreements, orally or otherwise, have been
   made by any party, or anyone acting on behalf of any party, which are not contained in
   this agreement, and that no other agreement, statement or promise not contained in
   this agreement will be valid or binding, except that this agreement is subordinate to and
   shall be read and interpreted in accord with the Settlement Agreement in Allen, et al. v.
   City of Oakland, et al., U.S.D.C. Case No. C00-4599 TEH.

40) Modification

   Any modification of this agreement will be effective only if it is in a writing signed by the
   party to be charged.

41) Partial Invalidity

   If any provision of this agreement is held by a court of competent jurisdiction to be
   invalid, void or unenforceable, the remaining provisions will continue in full force and
   effect without being impaired or invalidated in any way.

42) Approval

   If the terms of this agreement are acceptable to Contractor and City, then sign and date

City of Oakland,                                   Relman & Associates
a municipal corporation

___________________________________                ______________________________
(Office of City Manager)                           Title:__________________________

___________________________________                ______________________________
(Date)                                             (Date)

___________________________________                ______________________________
(Department Head)                                  Business License Number


Resolution Number

Approved as to form and legality:

(City Attorney’s Office Signature)

                                 CITY OF OAKLAND
                            DECLARATION OF COMPLIANCE
                               Living Wage Ordinance

       The Oakland Municipal Code Chapter XX provides that all employers (except
where specifically exempted) under contracts for the furnishing of services to or for the
City and that involve an expenditure equal to or greater than $25,000 and certain
recipients of City financial assistance that involve receipt of financial assistance equal to
or greater than $100,000 shall comply with all provisions of this Ordinance.

         The contractor or city financial assistance recipient (CFAR) further agrees:

       (a)   To pay employees a wage no less than the minimum initial compensation
of $9.58 per hour with health benefits, as described in Section 3 C, or otherwise $11.02
per hour, and to provide for the annual increase pursuant to Section 3;

       (b)   To provide at least twelve compensated days off per year for sick leave,
vacation or personal necessity at the employee's request, and at least ten additional
days per year of uncompensated time off pursuant to Section 3;

       (c)   To inform employees making less than $12 per hour of their possible right
to the federal Earned Income Credit (EIC) and make available the forms required to
secure advance EIC payments from the employer pursuant to Section 5;

       (d)   To permit reasonable access to work sites for authorized City
representatives to review records documenting that subcontractors performing work
under this Agreement have been compensated in compliance with the terms of the
Living Wage Ordinance. On request, Relman will provide City with certification by
Relman’s accountant that employees performing work under this agreement have been
compensated in compliance with the terms of the Living Wage Ordinance;

       (e)   Not to retaliate against any employee claiming non-compliance with the
provisions of this Ordinance and to comply with federal law prohibiting retaliation for
union organizing.

      The undersigned authorized representative hereby obligates the proposer to the
above stated conditions under penalty of perjury.

Company Name                                             Signature of Authorized

                             (   )__
Address                             Phone                Type or Print Name and Title

           Date                        Bid Number            Type of Service

                              FOR CITY USE ONLY

Determination: Bidder is ____Exempt    _____Not Exempt       Date _____________

Department                            Representative_______________________

                                           Schedule Q

                           INSURANCE REQUIREMENTS

a.       General Liability, Automobile, Worker’s Compensation and Professional Liability

         Contractor shall procure, prior to commencement of service, and keep in force
         for the term of this contract, at Contractor’s own cost and expense, the following
         policies of insurance or certificates or binders as necessary to represent that
         coverage as specified below is in place with companies doing business in
         California and acceptable to the City. If requested, Contractor shall provide the
         City with copies of all insurance policies. The insurance shall at a minimum

         i.      Commercial General Liability insurance, including but not limited to, Bodily
                 Injury, Broad Form Property Damage, Contractual Liability and if
                 necessary, Products and Completed Operations or Owners and
                 Contractor Protective Liability. The policy shall contain a severability of
                 interest clause or cross liability clause or the equivalent thereof.

                 A.     Coverage afforded on behalf of the City shall be primary insurance
                        and any other insurance available to the City under any other
                        policies shall be excess insurance (over the insurance required by
                        this Agreement).

                 B.     Limits of liability shall include the following:

                        Bodily Injury - $1,000,000
                        Property Damage - $1,000,000
                        Or, Combined Single Limit (C.S.L) for Bodily Injury and Property
                        Damage -$2,000,000

                 C.     If the policy is a “claim made” type policy, the following should be
                        included as endorsements:

                        1)     The retroactive date shall be the effective date of this
                               Agreement or a prior date.
                        2)     The extended reporting or discovery period shall not be less
                               than thirty-six (36) months.

         ii.     Automobile Liability insurance, including all owned, non-owned and hired
                 automobiles used by the Contractor or its agents in the performance of
                 this Agreement shall have the following minimum limits for Bodily Injury
                 and Property Damage - $1,000,000 Combined Single Limit.

         iii.   Worker’s Compensation insurance as required by the laws of the State of
                California. Statutory coverage may include Employers Liability coverage
                with limits not less than $1,000,000. The Contractor certifies that he/she is
                aware of the provisions of section 3700 of the California Labor Code,
                which requires every employer to provide Workers’ Compensation
                coverage, or to undertake self-insurance in accordance with the provisions
                of that Code. The Contractor shall comply with the provisions of section
                3700 of the California Labor Code before commencing performance of the
                work under this Agreement and thereafter as required by that code.

         iv.    Professional Liability/errors and omissions insurance in the amount of
                $ 2,000,000.00.

b.       Terms Conditions and Endorsements

         The aforementioned insurance shall be endorsed and have all the following

         1.     Additional Insured: Contractor shall name the City of Oakland, its
                Councilmembers, directors, officers, agents and employees as additional
                insureds in its Comprehensive Commercial General Liability and
                Automobile Liability policies. If Contractor submits the ACORD Insurance
                Certificate, the additional insured endorsement must be set forth on a
                CG2O 10 11 85 form (or more recent) and/or CA 20 48 -Designated
                Insured Form (for business auto insurance). A STATEMENT OF

         ii.    Cancellation Notice: 30-day prior written notice of cancellation, termination
                or material change in coverage; and

         iii.   Certificate holder is to be the same person and address as indicated in the
                “Notices” section of this Agreement; and

         iv.    Insurer shall carry a Best Rating of B+ or greater.

c.       Replacement of Coverage

         In the case of the breach of any of the insurance provisions of this Agreement,
         the City may, at the City’s option, take out and maintain at the expense of
         Contractor, such insurance in the name of Contractor as is required pursuant to
         this Agreement, and may deduct the cost of taking out and maintaining such
         insurance from any sums which may be found or become due to Contractor
         under this Agreement.
d.       Insurance Interpretation

         All endorsements, certificates, forms, coverage and limits of liability referred to
         herein shall have the meaning given such terms by the City of Oakland, Risk
         Management Division as of the date of this Agreement.

e.       Proof of Insurance

         Contractor will be required to provide proof of all insurance required for the work
         prior to execution of the contract, including copies of Contractor’s insurance
         policies if and when requested. Failure to provide the insurance proof requested
         or failure to do so in a timely manner shall constitute ground for rescission of the
         contract award.

f.       Subcontractors

         Contractor shall include all subcontractors as insureds under its policies or shall
         maintain separate certificates and endorsements for each subcontractor. All
         coverages for subcontractors shall be subject to all the requirements stated
         herein. The City reserves the right to perform an insurance audit during the
         course of the project to verify compliance with requirements.

g.       Deductibles and Self-Insured Retentions

         Any deductible or self-insured retentions must be declared to and approved by
         the City. At the option of the City, either: the insurer shall reduce or eliminate
         such deductible or self-insured retentions as respects the City, its
         Councilmembers, directors, officers, agents, employees and volunteers; or the
         Contractor shall provide a financial guarantee satisfactory to the City
         guaranteeing payment of losses and related investigations, claim administration
         and defense expenses.


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