Richmond City Council
June 20, 2023

PLEASE NOTE: HYBRID MEETING FORMAT

AMENDED AGENDA(S)
-SPECIAL JOINT MEETING OF THE RICHMOND HOUSING AUTHORITY/RICHMOND CITY COUNCIL -REGULAR MEETING OF THE RICHMOND CITY COUNCIL

Tuesday, June 20, 2023, 4:30 p.m.

Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
Members:

Eduardo Martinez, Mayor at Large
Melvin Willis, Councilmember District 1
Cesar Zepeda, Councilmember District 2
Doria Robinson, Councilmember District 3
Soheila Bana, Councilmember District 4
Gayle McLaughlin, Vice Mayor, District 5
Claudia Jimenez, Councilmember District 6
Jaycine Scott, Housing Authority Tenant Commissioner
NOTICE: SEATING IN THE CHAMBERS WILL BE LIMITED TO THE FIRST 39 PEOPLE AND MASKS ARE STRONGLY ENCOURAGED.

Link to City Council Agendas/Packets
http://www.ci.richmond.ca.us/4157/City-ofRichmond-Council-Meetings Register to receive notification of new agendas, etc.
http://www.ci.richmond.ca.us/list.aspx
HOW TO WATCH THE MEETING FROM HOME:

1. KCRT – Comcast Channel 28 or AT&T Uverse Channel 99

2. Livestream online at http://www.ci.richmond.ca.us/3178/KCRT-Live HOW TO SUBMIT PUBLIC COMMENTS:

In Person: Anyone who desires to address the City Council on items appearing on the agenda, including Open Forum, must complete and file a pink speaker’s card with the City Clerk prior to the City Council’s consideration of the item. Once the City Clerk has announced the item, no person shall be permitted to speak on the item other than those persons who have submitted their names to the City Clerk. Each speaker will be allowed up to TWO (2) MINUTES to address the City Council on NON-PUBLIC HEARING items listed on the agenda. Speakers are allowed up to THREE (3) minutes on PUBLIC HEARING items.

Via Zoom: Anyone who desires to address the City Council on items appearing on the agenda, including Open Forum, must raise their hand once public comment is open. The public speakers attending in person will be called first, followed by Zoom participants. Only those public speakers that have their hand raised once the speakers are called will be recognized.

Open Session and City Council: Please click the link below to join the webinar:
https://zoom.us/j/99312205643?pwd=MDdqNnRmS2k4ZkRTOWhlUldQOUF1Zz09 Passcode: ccmeeting
By iPhone one-tap: US: +16699006833,,99312205643# or +13462487799,,99312205643# By Telephone: Dial (for higher quality, dial a number based on your current location): US: +1 669 900 6833 or +1 346 248 7799 or +1 253 215 8782 or +1 312 626 6799 or +1 929 205 6099 or +1 301 715 8592 Webinar ID: 993 1220 5643
International numbers available: https://zoom.us/u/aehrwCgISx To comment by video conference: click on the Participants button at the bottom of your screen and select the “Raise Your Hand” button to request to speak when Public Comment is being asked for. When called upon, press the unmute button. After the allotted time, you will then be re-muted. ** To comment by phone: you will be prompted to “Raise Your Hand” by pressing “*9” to request to speak when Public Comment is asked for. When called upon, you will be asked to unmuted by pressing *6. After the allotted time, you will then be re-muted. Instructions of how to raise your hand by phone are available at:
https://support.zoom.us/hc/en-us/articles/201362663 -Joining-a-meeting-by-phone. ** **The mayor will announce the agenda item number and open public comment when appropriate.

Via mail: received by 1:00 p.m. the day of the meeting, sent to 450 Civic Center Plaza, 3rd Floor, Office of 2 the Clerk, Richmond, CA 94804.

Via eComments: eComments are available once an agenda is published. Locate the meeting in "upcoming meetings" and click the comment bubble icon. Click on the item you wish to comment on. eComments can be submitted when the agenda is published and until the conclusion of public comments for the agenda item. Email your comment to [email protected] should you have difficulty submitting an eComment during a meeting.

Via email: to [email protected] by 1:00 p.m. the day of the meeting.

Emails MUST contain in the subject line 1) public comments – Open Session prior to Closed Session; 2) public comments – Open Forum; or 3) public comments agenda item #__ [include the agenda item number].

Properly labeled public comments will be considered a public record, put into the official meeting record, available after the meeting as supplemental materials, and will be posted as an attachment to the meeting minutes when the minutes are posted: http://www.ci.richmond.ca.us/Archive.aspx?AMID=31 The City cannot guarantee that its network and/or the site will be uninterrupted. To ensure that the City Council receives your comments, you are strongly encouraged to submit your comments in writing in advance of the meeting.

Procedures for Removing Items from the Consent Calendar: Members of the public who request to remove an item from the consent calendar must first discuss the item with a staff member by phone or a back-andforth email discussion, and state the name of the staff member when requesting removal of the item from the consent calendar (by 2 p.m. the day of the meeting).

Any member of the City Council who would like to remove an item from the consent calendar must notify the appropriate staff person and the City Clerk’s Office prior to the meeting. Although members of the City Council are encouraged to ask questions and share concerns with staff ahead of the meeting, they are not required to do so.

The Clerk’s Office must be informed of any requests to remove items from the Consent Calendar. Items removed from the Consent Calendar shall be placed at the end of the agenda for consideration.

CONDUCT AT MEETINGS: Richmond City Council meetings are limited public forums during which the City strives to provide an open, safe atmosphere and promote robust public debate. Members of the public, however, must comply with state law, as well as the City’s laws and procedures and may not actually disrupt the orderly conduct of these meetings. The public, for example, may not shout or use amplifying devices, must submit comment cards and speak during their allotted time, may not create a physical disturbance, may not speak on matters unrelated to issues within the jurisdiction of the City Council or the agenda item at hand, and may not cause immediate threats to public safety.

Click here for City Harassment Policy

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 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.

Requests made by mail to City Clerk’s Office, City Council meeting, 450 Civic Center Plaza, Richmond, CA 94804 must be received at least two days before the meeting. Requests will be granted whenever possible and resolved in favor of accessibility.

Unless otherwise noted in an agenda description, all actions taken by the Council include a determination that CEQA does not apply (i.e., the action is not a project and therefore exempt from CEQA).

Disclaimer: The City Clerk's Office translates agendas to enhance public access. Translated agendas are provided as a courtesy and do not constitute legal notice of the meeting or items to be discussed. In case of discrepancy, the English agenda will prevail.

Pages
4 A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 4:30 p.m.

B. ROLL CALL
C. CLOSED SESSION
C.1 CONFERENCE WITH LEGAL COUNSEL - LIABILITY CLAIM: (Pursuant to Government Code 54956.95)
Claimants: Margaret Kanchong dba Sa Wad Dee Thai Restaurant, Chavanavalai Chommanard,Restoration Management
CompanyAgency
•
Claimed Against: City Richmond
C.2 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) • Zeidan v. City of Richmond
C.3 CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
• Agency Representatives: Sharrone Taylor and Jack Hughes Employee organizations:

1. SEIU Local 1021 Full Time Unit and Part Time Unit

2. IFPTE Local 21 Mid-Level Management Unit and Executive Management Units

3. Richmond Police Officers Association RPOA

4. Richmond Police Management Association RPMA

5. IAFF Local 188

6. Richmond Fire Management Association RFMA
C.4 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
Property: 425 24th Street, Richmond, CA 94804 (Homekey Program at Motel 6 location)
Agency Negotiators: Nannette Beacham, Lina Velasco, Jesus Morales
Negotiating Parties: Novin Development, Insight Housing Under negotiation: Price and terms of payment
•
C.5 PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government Code Section 54957)
• Title: City Manager
C.6 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
• One Case
5 D. PUBLIC COMMENT BEFORE CLOSED SESSION
E. ADJOURN TO CLOSED SESSION
________________________________________________________ 6 F. JOINT SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY /

RICHMOND CITY COUNCIL
6:25 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 CONSENT CALENDAR
L.1 Housing Authority Minutes 18
APPROVE the minutes of the May 16, 2023, Special Meeting of the Richmond Housing Authority - City Clerk's Office (Pamela Christian 510-620-6513).

L.2 Nystrom Village Exclusive Right to Negotiate Agreement (ERNA) Amendment 20 ADOPT a resolution authorizing the Executive Director of the Richmond Housing Authority (RHA) to execute an extension to the Exclusive Right to Negotiate Agreement (ERNA) with McCormack Baron Salazar and Richmond Neighborhood Housing Services; and AUTHORIZE the Executive Director of the RHA to negotiate a Master Development Agreement (MDA), Ground Leases, Disposition and Development Agreements, and any other related documents and agreements necessary for the redevelopment and operation of Nystrom Village – Richmond Housing Authority (Nannette Beacham/Gabino Arredondo 621-1300).

M. JOINT RICHMOND HOUSING AUTHORITY / RICHMOND CITY COUNCIL BUDGET

SESSION
M.1 Proposed Richmond Housing Authority Budget for Fiscal Year (FY) 2023-2024 76 ADOPT a joint resolution approving the proposed Fiscal Year (FY) 2023-2024 Richmond Housing Authority (RHA) budget, with total estimated revenues of $4,302,306 and total estimated expenditures of $5,563,388; and APPROVE an RHA subsidy from the City of Richmond General Fund in the amount of $1,261,082, which will provide sufficient revenue to match anticipated expenditures and balance the RHA budget to $5,563,388 in estimated revenues and $5,563,388 in expenditures – Richmond Housing Authority/Finance Department (Gabino Arredondo/Rita Martinez 510-621- 1300).

N. ADJOURNMENT
_______________________________________________________ 7 O. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
6:30 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) U. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)(limited to two minutes per Councilmember) (public comments allowed under Open Forum)
V. REPORT FROM THE REIMAGINING TASK FORCE - 3rd Tuesday (public comment allowed under Open Forum)
W. 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).

X. 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.)
X.1 City Attorney's Office
X.1.a Amendments to the Legal Services Agreements with (1) Allen, Glaessner, Hazelwood & Werth LLP, (2) Orbach Huff & Henderson, LLP and (3) Liebert, Cassidy, Whitmore
86 APPROVE amendments to legal services agreements with (1) Allen, Glaessner, Hazelwood & Werth LLP increasing the compensation by an amount not to exceed $150,000; (2) Orbach Huff & Henderson, LLP increasing the compensation by an amount not to exceed $125,000; and (3) Liebert Cassidy Whitmore increasing the compensation by an amount not to exceed $250,000, and extending the terms of all agreements to June 30, 2024 – City Attorney’s Office (Dave Aleshire 510-620-6509).
8 X.1.b Agreements with iManage, LLC and O2 Cloudworks Company for Cloud-based Document Management
179
APPROVE agreements with (1) iManage, LLC. in an amount not to exceed $72,000, and (2) O2 Cloudworks Company in an amount not to exceed $14,100, for the purchase, installation, and maintenance of the cloud-based iManage Work 10 document management platform, with terms commencing July 1, 2023, and ending June 30, 2025, for a total project amount not to exceed $86,100 – City Attorney’s Office (Dave Aleshire 510-620-6509).

X.1.c Request Authority for the City to Settle Potential FLSA Claims 271 APPROVE a settlement agreement in the amount up to $510,000; and AUTHORIZE the city manager to execute the settlement agreement on behalf of the City – City Attorney’s Office (Dave Aleshire/Nickie Mastay/Sharrone Taylor 510-620-6509).

X.2 City Clerk's Office
X.2.a Minutes of City Council Meetings 289
APPROVE the minutes of the May 16, 2023, regular meetings and the May 22 and 31, 2023, special meetings - City Clerk's Office (Pamela Christian 510-620-6513).

X.3 City Council
X.3.a Co-sponsor the El Sobrante Stroll 309
APPROVE co-sponsoring the annual El Sobrante Stroll by providing $2,000 for portable restrooms or procuring portable restrooms in the Richmond portion of the stroll, staffing for City booth and staging of public safety vehicles or equipment - Councilmember Soheila Bana (510-620-6473). This item was continued from the June 6, 2023, meeting.

X.3.b Recognize the Organizers of the Cinco de Mayo Parade and Festival 312 PROCLAMATION recognizing the 23rd Street Merchants Association and Peace & Unity for their commitment to organizing the Cinco de Mayo Festival and Parade - Mayor Eduardo Martinez (510-620-6503) and Councilmember Cesar Zepeda (510-620-6593).
9 X.3.c Authorize the City Manager to negotiate an agreement for the acceptance of Brickyard Cove Road.
315
AUTHORIZE the city manager and her designees to negotiate agreement(s) with BCHOA1 and Boardwalk Marina that provides for their $300,000 contribution to the City’s pavement management program and the safety gate in exchange for the City’s concurrent acceptance of Brickyard Cove roadway improvements. The final form of the agreement(s) shall be brought back to City Council for consideration and approval - Councilmember Cesar Zepeda (510- 620-6593).

X.4 Community Development
X.4.a California Automated Permit Processing (CalAPP) Grant 318 ACCEPT and APPROPRIATE an $80,000 California Automated
Permit Processing (CalAPP) grant from the California Energy Commission (CEC) to design and implement an automated permit process for Solar Energy projects; and AUTHORIZE the city manager or their designee to execute Grant Agreement – Community Development Department (Lina Velasco/Chris Castanchoa 510-620- 6706).

X.4.b Legal Services Agreement with Burke, Williams & Sorensen, LLP 336 APPROVE a Legal Services Agreement with Burke, Williams & Sorensen, LLP in the amount of $400,000, for a term ending June 30, 2026, to represent 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 – City Attorney’s Office/Community Development Department (Dave Aleshire 510-620- 6509/Lina Velasco 510-620-6841).

X.4.c Third Amendment to the Legal Services Agreement with Telecom Law Firm for Telecommunications Matters
359
APPROVE a third amendment to the legal services agreement with the Telecom Law Firm for representation of the City concerning wireless communications matters, including assistance with review of wireless and wired siting applications, to increase the contract amount by $600,000, for a total not-to-exceed amount of $1,200,000 (with funds for payment generated from fees from the wireless applications and/or from revenue collected from the leasing of Cityowned property by wireless carriers) – Community Development Department/City Attorney’s Office (Lina Velasco 510-620- 6706/Shannon Moore 510-620-6509).
10 X.4.d Contract Amendment with Olivers Towing to Tow and Demolish Recreational Vehicles (RVs) at the Castro Encampment
394
APPROVE a contract with Oliver’s Tow, Inc. in the amount of $50,000, with a term from June 20, 2023, through June 30, 2025, to support the removal and dismantling of Recreational Vehicles relinquished at the Castro Encampment by those placed in housing – Community Development Department (Lina Velasco/Jesus Morales 510-620-6649).

X.4.e Cooperation Agreement with Contra Costa County for the Community Development Block Grant (CDBG), Emergency Solutions Grant (ESG), and HOME Investment Partnerships Act (HOME) Programs 431
APPROVE the City of Richmond's continued participation in the Cooperation Agreement with Contra Costa County for the next threeyear qualification period for Fiscal Years 2024 – 2026, for the Community Development Block Grant (CDBG), Emergency Solutions Grant (ESG), and HOME Investment Partnerships Act (HOME) programs – Community Development Department (Lina
Velasco/Jesus M. Morales 510-620-6706).

X.5 Economic Development
X.5.a John F. Kennedy Park - Conway and Takata-Vasquez Sculpture Contract
444
ACCEPT the Richmond Arts and Culture Commission (RACC) and Recreation and Parks Commission (RPC) joint recommendation to commission a large-scale, permanently-placed sculpture within John F. Kennedy Park; and APPROVE a contract in the amount of $100,000 with Tiffany Conway and Ari Takata-Vasquez to build the large-scale sculpture, with a term from July 1, 2023, through December 29, 2024 – Economic Development Department (Winifred Day 510-620-6952).

X.6 Finance Department
X.6.a Third Amendment to the Contract with Via Actuarial Services Formerly Known as Van Iwaarden Associates For Actuarial Services 476
APPROVE the third amendment to the contract with VIA Actuarial Services, formerly known as Van Iwaarden Associates, for actuarial services necessary for retiree healthcare plan and pension fund management, increasing the contract amount by $46,500, for a total not-to-exceed amount of $145,000, and extending the contact term through June 30, 2024 – Finance Department (Nickie
Mastay/Mubeen Qader 510-412-2077).
11 X.6.b Fiscal Year 2022-2023 and 2023-2024 Annual Appropriations Limit 752 ADOPT a resolution approving the Fiscal Year 2023-2024 and adjusted Fiscal Year 2022-2023 appropriations limits for the City of Richmond pursuant to Article XIIIB of the Constitution of the State of California – Finance Department (Nickie Mastay/Mubeen Qader 510- 412-2077).

X.7 Human Resources
X.7.a Resolution adopting the ratified contract amendment between the City and IFPTE Local 21 Executive Management
757
ADOPT a resolution approving the ratified contract amendment between the IFPTE Local 21 Executive Management Bargaining Unit, providing for four agreed upon compensation enhancements to the parties’ Memorandum of Understanding, and authorization of implementation of the Segal Classification and Compensation Study for IFPTE Local 21 Executive Management Bargaining Unit – Human Resources Department (Nickie Mastay/ Sharrone Taylor 510-620- 6602).

X.8 Library and Community Services
X.8.a Contract with Santa Barbara Transportation Corp for Summer Camp Excursions
767
APPROVE a contract with Santa Barbara Transportation Corp in an amount not to exceed $30,000, to provide bus transportation services to the City of Richmond Community Services-Recreation for the 2023 summer camp excursions, for a term beginning July 1, 2023, and ending on December 31, 2023 – Community Services Department (LaShonda White 510-620-6512/Ranjana Maharaj 510-620-
6972/Troy Porter 510-621-1056).

X.8.b Environmental and Community Investment Agreement (ECIA) Fiscal Year 2023-24 Competitive Grant Award Recommendations
922
ACCEPT a recommendation from the Environmental & Community Investment Agreement (ECIA) Grant Review Committee for Fiscal Year 2023-2024 grant awards to 10 organizations in an amount not to exceed $225,000; and ADOPT a resolution approving the grant awards and authorizing the city manager to negotiate and execute Grant Service Agreements with approved grantees – City Manager’s Office (LaShonda White/Patrick Seals/Shane Johnson 510-620- 6512).
12 X.8.c Fiscal Year 2023-2024 Richmond Fund for Children and Youth Grant Awardee Recommendation
953
ACCEPT a recommendation from the Richmond Fund for Children and Youth Oversight Board for Fiscal Year 2023-2024 to award 19 grants in an amount not to exceed $1,462,292; and ADOPT a resolution approving the grant awards and authorizing the city manager or their designee to negotiate and execute Grant Service Agreements with the approved grantees – Community Services Department (LaShonda White/Patrick Seals 510-620-6512).

X.8.d Richmond Fund for Children and Youth Fiscal Year 22-23 Grant Renewals
1033
ADOPT a resolution approving the renewal of 19 Richmond Fund for Children and Youth (RFCY) grants to youth-serving public and nonprofit organizations in a total amount not to exceed $1,434,317, from July 1, 2023, through June 30, 2024; and AUTHORIZE the city manager or their designee to negotiate and execute grant service agreements, and any extensions, with approved grantees – Community Services Department (LaShonda White/Patrick Seals 510-620-6512).

X.9 Mayor's Office
X.9.a Environmental Community Investment Agreement Transportation Oversight Committee Appointment
1106
APPOINT Steven Michael Birnbaum to the Environmental
Community Investment Agreement Transportation Oversight Committee. Term expires July 25, 2026 - Mayor’s Office (Mayor Eduardo Martinez 510-620-6502).

X.9.b Richmond Youth Council Application 1109
APPOINT Fernando Gael Guzaman Arredondo to the Richmond Youth Council. Term expires October 1, 2024 - Mayor’s Office (Mayor Eduardo Martinez 510-620-6502).

X.9.c Richmond-Shimada Friendship Commission Appointment 1112 REAPPOINT Maryann Maslan Jacobson to the Richmond-Shimada Friendship Commission for a second term. Term expires December 31, 2025 - Mayor’s Office (Mayor Eduardo Martinez 510-620-6502).

X.10 Police Department
X.10.a Three-Year Sole-Source Contract with Lexipol for Law Enforcement Policy and Training Bulletin Tracking
1115
APPROVE a sole-source contract in an amount not to exceed $45,000, which includes a $3,318.96 contingency, with Lexipol, LLC for law enforcement policy and training bulletin tracking, for the term January 1, 2023, through December 31, 2026 – Police Department (Chief Bisa French 510-621-1802).
13 X.10.b Proposed Agreements for Pre-employment Medical Screening with The Permanente Medical Group, Inc., Occu-Med, and DSI Medical Services Inc.
1153
APPROVE three contracts, each for a three-year term beginning June 1, 2023 and ending June 30, 2026, with (1) The Permanente Medical Group, Inc. for a payment limit not to exceed $75,000, (2) Occu-Med for a payment limit not to exceed $75,000, and (3) DSI Medical Services, Inc. for a payment limit not to exceed $30,000, to provide pre-employment medical screening for sworn and non-sworn Police Department applicants, for a total program cost not to exceed $180,000 – Police Department (Chief Bisa French 510-621-1802).

X.10.c Sole-Source Contract with Community Violence Solutions (CVS) to Provide Counseling and Emergency Shelter Services to Victims of Violence
1403
APPROVE a three-year sole source contract with Community Violence Solutions (CVS) for counseling and emergency shelter services to victims of violence, in an amount not to exceed $180,000, over the retroactive contract term starting January 1, 2023, and expiring December 31, 2025 – Police Department (Chief Bisa French 510-621-1802).

X.10.d Sole-Source Contract with Public Safety Family Counseling Group Inc. (PSG).
1436
APPROVE the revised sole source contract for services with Public Safety Family Counseling Group, Inc. to assist police department staff in dealing with critical incidents and the mental health challenges involved with the police profession, for the period October 1, 2022, to June 30, 2026, in an amount not to exceed $460,000 – Police Department (Chief Bisa French 510-621-1802).

X.10.e First Contract Amendment with Richmond Rod and Gun Club for Use of their Facility Rental
1474
AUTHORIZE and APPROVE a first contract amendment with
Richmond Rod and Gun Club to increase the compensation by $40,000, for a total contract amount not to exceed $75,000 – Police Department (Chief Bisa French 510-621-1802).
14 X.11 Public Works
X.11.a Contract with International Fire Equipment Company, Inc. 1503 APPROVE a contract with International Fire Equipment Company, Inc. to provide fire extinguisher, fire suppression system, and fire sprinkler testing and repair services in City-owned buildings, in an amount not to exceed $100,000 over a three-year period, with a term beginning July 1, 2023, and ending June 30, 2026, with an option to extend an additional two-years, for a total amount not to exceed $70,000 for the additional two-year period – Public Works Department (Daniel Chavarria 510-620-5478/Carl Capistrano 510- 620-6896).

X.11.b Contract Amendments with three firms: Swinerton Management and Consultants, Ghirardelli Associates, and Mack5
1571
APPROVE on-call professional construction management services contract amendments with three firms: Swinerton Management and Consultants, Ghirardelli Associates, and Mack5, to extend their contract terms from July 1, 2023, to June 30, 2025, for a total of five years in accordance with City policies, and increase their contract capacity in the amount of $600,000 per firm, for a total not-to-exceed amount of $1,500,000 for each firm, for a variety of capital projects, including federal construction management-funded projects; and AUTHORIZE the city manager or designee to execute the
amendments – Public Works Department (Daniel Chavarria 510-620- 5478/Robert Armijo 510-620-5477).

X.11.c Engineer’s Report for Fiscal Year 2023-24 for the Hilltop Landscape Maintenance District
1678
ADOPT a resolution approving the Engineer’s Report for Fiscal Year (FY) 2023-2024 for the Hilltop Landscape Maintenance District (“HLMD”), declaring the City Council’s intention to increase the annual assessment in the HLMD, and announcing a public hearing about the proposed increased assessment on July 11, 2023, at 6:30 PM in the City Council Chambers at 440 Civic Center Plaza in the City of Richmond – Public Works Department (Daniel Chavarria 510- 620-5478/Greg Hardesty 510-620-6920).
15 X.11.d Engineer’s Report for Fiscal Year 2023-2024 for the Marina Bay Landscape and Lighting Maintenance District
1750
ADOPT a resolution approving the Engineer’s Report for Fiscal Year 2023-2024 for the Marina Bay Landscaping and Lighting
Maintenance District, declaring the City Council’s intention to increase the annual assessment in the Marina Bay Landscaping and Lighting Maintenance District, and setting a public hearing about the proposed increased assessment on July 11, 2023, at 6:30 PM in City Council Chambers at 440 Civic Center Plaza in the City of Richmond – Public Works Department (Daniel Chavarria 620-5478/ Greg Hardesty 620-6920).

X.11.e Contract with First Alarm 1849
APPROVE a contract with First Alarm for intrusion and fire alarm maintenance and monitoring services for City buildings, in an amount not-to-exceed $450,000, over a three-year period beginning July 1, 2023, and ending June 30, 2026, with an option to extend an additional two years, in a total amount not-to-exceed $300,000 for the additional two-year period – Public Works Department (Daniel Chavarria 510-620-5478/Carl Capistrano 510-620-6896).

X.11.f Emergency Earth Slope Stabilization of Drainage Area Adjacent to Santa Rita Road Near 2929 Salvino Court
1938
APPROVE an emergency slope stabilization contract with Bay Hawk, Inc., in an amount not to exceed $60,000, for work that has already been completed – Public Works Department (Daniel Chavarria 510- 620-6300/Robert Armijo 510-620-5477).

Y. BUDGET SESSION
Y.1 ADOPT Fiscal Year (FY) 2023-2024 Proposed Operating Budget and Fiscal Year 2023-2024 through 2027-2028 Capital Improvement Projects (CIP) Program Budget.
1969
ADOPT resolutions approving: (1) Fiscal Year (FY) 2023-2024 Annual Operating Budget, and (2) Fiscal Years 2023-2024 to 2027-2028 Five-Year Capital Improvement Plan Budget – City Manager’s Office/Finance Department (Shasa Curl 510-620-6512/ Nickie Mastay 510-620-6609/ Mubeen Qader 510- 412-2077).
16 Z. NEW BUSINESS
Z.1 Homekey 3 Joint Application for a Permanent Supportive Housing Project 2066 ADOPT a resolution authorizing a joint application to and participation in the Homekey Program with 425 Civic Center LP, to acquire and convert the Motel 6 at 425 24th Street, into a 50-unit permanent supportive housing development; DIRECT staff to seek additional funding for the Project; ADOPT a resolution authorizing the issuance of a general fund loan to the affordable housing nexus fund in an amount not to exceed $4,900,000 to support the Project contingent upon receiving a Homekey grant award from the State; and AUTHORIZE the city manager or her designee to execute the necessary agreements to implement the Project – Community Development Department (Lina Velasco/Jesus Morales 510-620-6649).

Z.2 Approval of Fees for a Revised Master Fee Schedule 2099 ADOPT a resolution adjusting the dollar amount for current fees except for Recreation fees which will remain as is; and PROVIDE DIRECTION to City staff on how to proceed with an analysis of Recreation rental fees. Staff will return in first half of Fiscal Year 2023-2024 to review the analysis and make recommendations regarding new proposed Recreation fees – Finance Department (Mubeen Qader/Antonio Banuelos 510-620-6741).

AA. ADJOURNMENT
________________________
17 Cc16May2023 – sl/prc

RICHMOND, CALIFORNIA, May 16, 2023
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ M. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The Special Meeting of the Richmond Housing Authority Board of Commissioners was called to order at 6:25 p.m. by Chairperson Eduardo Martinez.

N. ROLL CALL

Present: Commissioners Soheila Bana, Claudia Jimenez, Doria Robinson, Cesar Zepeda, Vice Chairperson Gayle McLaughlin, and Chairperson Eduardo Martinez. Absent:

Commissioner Melvin Willis arrived after the roll was called. Housing Authority Tenant Commissioner Jaycine Scott was absent for the entire meeting.

O. STATEMENT OF CONFLICT OF INTEREST
None.

P. REPORT FROM THE EXECUTIVE DIRECTOR
Interim Richmond Housing Authority Executive Director Gabino Arredondo presented a PowerPoint that highlighted the following: Richmond Village application wait list for apartment homes was opened; and the kick-off event celebrating the Nevin Plaza rehabilitation was scheduled for May 19, 2023.

Q. AGENDA REVIEW
None.

R. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Vice Chairperson McLaughlin
Seconded by Commissioner Bana
To approve both items on the Housing Authority Consent Calendar.

Ayes (7): Commissioner Bana, Commissioner Jimenez, Commissioner Robinson, Commissioner Willis, Commissioner Zepeda, Vice Chairperson McLaughlin, and Chairperson Martinez
Absent (1): Housing Authority Tenant Commissioner Jaycine Scott Passed (7 to 1)
R.1 Contract Amendment with Pacific Site Management for Landscaping Services
ADOPT a resolution approving a contract amendment with Pacific Site Management for landscaping services at Richmond Housing Authority (RHA) properties, extending the term of the Agreement to June 30, 2025, and increasing the compensation in an amount not to exceed $117,900, for a total contract compensation amount not to exceed $342,900 - Richmond Housing Authority (Gabino Arredondo 510-620-6606). Adopted Resolution No. 2182 18 Cc16May2023 – sl/prc

R.2 First Amendment to the Emergency Contract with Legacy for Boiler Pump Replacement
ADOPT a resolution authorizing a First Amendment to the Emergency Contract with Legacy Mechanical and Energy Services for $30,825 plus a revised 10 percent contingency of $3,083, for a total contract amendment amount not to exceed $33,908, to complete the replacement of the two heat pumps at Nevin Plaza, and authorize the payment of City permit fees in the revised amount of $3,200, for a total project cost amount not to exceed $55,698 - Richmond Housing Authority (Gabino Arredondo 510-620-6606). Adopted Resolution No. 2183 S. ADJOURNMENT
There being no further business, the meeting adjourned at 6:29 p.m.

Clerk of the City of Richmond Chairperson
19

June 20, 2023
Richmond Housing Authority (RHA)
Economic Development
DATE: June 20, 2023
TO: Housing Authority Board of Commissioners
FROM: Nannette J. Beacham, Director of Economic
Development
Gabino Arredondo, Interim Richmond Housing Authority
Executive Director
Subject: Nystrom Village Exclusive Right to Negotiate Agreement (ERNA) Amendment
FINANCIAL IMPACT: Proposed terms include the Developer to pay a nonrefundable $100,000 deposit upon execution of the
ERNA which has been satisfied. The Developer seeks a
modification to the term requiring the Developer to pay or reimburse RHA for all predevelopment expenses,
including tenant relocation costs, and RHA consulting
and legal fees. The Developer, citing economic
challenges, is seeking a modification of these terms by requesting the RHA to consider use of the RHA Capital
Fund for some of the predevelopment costs associated
with demolition and relocation costs and is seeking City of Richmond consideration of an ARPA funding request
for predevelopment costs. RHA will receive a capitalized ground lease payment of at least $500,000 for each block payable in two installments during construction, and an annual ground lease payment equal to RHA's pro rata
share of 50 percent of residual receipts, shared with
other soft lenders, as necessary. During years 1-12, RHA will receive a minimum ground lease payment of $50,000
per year. If residual receipts are not sufficient to pay this minimum payment, ground lease payments accrue with
interest and are payable in future years from residual
receipts.

AGENDA
REPORT
20

June 20, 2023

PREVIOUS COUNCIL
ACTION:

September 13, 2022

STATEMENT OF THE
ISSUE:

On February 10, 2023, the ERNA period expired without
a mutually agreed upon Master Development Agreement
(MDA). The development team has requested a time
extension and modifications to the original terms.

RECOMMENDED ACTION: ADOPT a resolution authorizing the Executive Director of the Richmond Housing Authority (RHA) to execute an
extension to the Exclusive Right to Negotiate Agreement (ERNA) with McCormack Baron Salazar and Richmond
Neighborhood Housing Services; and AUTHORIZE the
Executive Director of the RHA to negotiate a Master
Development Agreement (MDA), Ground Leases,
Disposition and Development Agreements, and any other
related documents and agreements necessary for the
redevelopment and operation of Nystrom Village –
Richmond Housing Authority (Nannette Beacham/Gabino
Arredondo 621-1300).

DISCUSSION:

Public Housing Authority Recovery and Sustainability (PHARS) Agreement The Richmond Housing Authority (RHA) has been operating under a Public Housing Authority Recovery and Sustainability (PHARS) Agreement with the U.S. Department of Housing and Urban Development (HUD) since February 5, 2013. RHA staff members collaborated with representatives from HUD Region IX to prepare a required 2019 PHARS Agreement and Action Plan. The RHA Board of Commissioners approved the 2019 PHARS on October 22, 2019 (Attachment 1). The 2019 PHARS delineates performance outcomes, timelines, and reporting requirements focused on the repositioning of the RHA Public Housing portfolio.

Asset Repositioning
On December 4, 2018, the RHA Board of Commissioners directed staff to move forward with repositioning RHA’s public housing developments and other real estate holdings. This strategy supports the underlying goals of RHA to ensure no reduction in rental housing options for Richmond residents, and to maximize the benefit/utilization of the federal funds. RHA is receiving HUD-funded technical assistance to assist with the asset repositioning and meeting HUD regulations. RHA staff members are working diligently to proceed with the repositioning strategy for Nystrom Village. 21

June 20, 2023
Nystrom Village
Through the implementation of the 2019 PHARS agreement, the proposed redevelopment plan for Nystrom Village will enable RHA to expand its scope to include moderate-income/workforce housing as a component of the redevelopment while also retaining existing very low- and low-income units.

Nystrom Village is a four-block housing development situated between Florida and Virginia Avenue (North to South) and South 13 Street and South 16 Street (East to West) in Richmond. The four-block area encompasses nine acres, and currently houses 51 wood frame duplexes, built in 1941, to house workers from the Kaiser Shipyards. The site has a mix of one hundred (100) 1-, 2- and 3-bedroom units. The property is currently owned and managed by RHA. In addition to the age and condition of the units, there are several units with habitability issues that would require hundreds of thousands of dollars to rehabilitate.

On April 20, 2020, RHA issued a Request for Proposals (RFP) seeking a qualified housing development team, or team of developers, with capacity to redevelop and operate Nystrom Village with new affordable and market-rate housing units including 100 replacement affordable housing units. Richmond Housing Authority received proposals from three qualified development teams, and a review panel reviewed submittals and made a final recommendation to the RHA Board of Commissioners.

RHA hosted mandatory virtual meetings for potential developers on May 20, 2020, and June 10, 2020, with over 90 participants in attendance via zoom. The meeting provided attendees with an opportunity to gain a deeper understanding of the vision and expectations for Nystrom Village, and an opportunity for prospective developers to ask questions of various department staff.

On July 10, 2020, RHA received three (3) submittals from qualified development teams:

The Pacific Companies (TPC) (in conjunction with EAH Housing and Novin Development); Community Development Partners (CDP); and McCormack Baron Salazar (MBS) (in conjunction with Richmond Neighborhood Housing Services (RNHS)). Each development team has experience redeveloping properties, building new developments, and managing affordable housing developments. Following due diligence review, the Nystrom Village Review Panel recommended MBS and RNHS as the preferred development team to redevelop and operate Nystrom Village.

On September 21, 2021, the RHA Board of Commissioners authorized the Executive Director of the RHA to negotiate an Exclusive Right to Negotiate Agreement (ERNA) for the redevelopment and operation of Nystrom Village.

On September 13, 2022, the ERNA was executed, and on February 10, 2023, the ERNA period expired, without a mutually agreed upon MDA (Attachment 3). 22

June 20, 2023
The development team has requested an ERNA time extension and modifications to the original terms related to resident relocation and the ability to request funding support from RHA and the City for predevelopment and demolition. The recommended action and drafted ERNA Extension Agreement addresses the requests to extend the ERNA negotiating period to October 31, 2023, and allows the developer to request funding for predevelopment costs (Attachment 4).

DOCUMENTS ATTACHED:

Attachment 1 – 2019 PHARS
Attachment 2 – Resolution
Attachment 3 – Original Executed ERNA
Attachment 4 – ERNA Extension
23 24
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31 Reso. No. ____

RESOLUTION NO. ____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING

AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, AUTHORIZING THE

EXECUTIVE DIRECTOR OF THE RICHMOND HOUSING AUTHORITY (RHA) TO

EXECUTE AN EXTENSION TO THE EXCLUSIVE RIGHT TO NEGOTIATE

AGREEMENT (ERNA) WITH MCCORMACK BARON SALAZAR AND RICHMOND

NEIGHBORHOOD HOUSING SERVICES, AND AUTHORIZING THE EXECUTIVE

DIRECTOR OF THE RHA TO NEGOTIATE A MASTER DEVELOPMENT

AGREEMENT, GROUND LEASES, DISPOSITION AND DEVELOPMENT

AGREEMENTS, AND ANY OTHER RELATED DOCUMENTS AND AGREEMENTS

NECESSARY FOR THE REDEVELOPMENT AND OPERATION OF NYSTROM

VILLAGE
WHEREAS, Richmond Housing Authority (RHA) owns and manages 244 units of rental housing; and
WHEREAS, in September 2019 RHA entered into the current 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, Nystrom Village is a four-block area encompassing 9 acres, with 51 wood frame duplexes, with a mix of one hundred (100) 1-, 2- and 3-bedroom units built in 1941, owned and managed by RHA; and
WHEREAS, on December 4, 2018, the RHA Board of Commissioners directed staff to move forward with repositioning RHA’s public housing developments and other real estate holdings; and
WHEREAS, the 2019 PHARS Agreement and Action Plan with HUD (Tasks 4.1-4.4), requires the repositioning of Nystrom Village as an implementing action to reposition the RHA Public Housing portfolio; and
WHEREAS, on April 20, 2020, RHA issued a Request for Proposals (RFP) seeking a qualified housing development team for the redevelopment and operations of Nystrom Village; and
WHEREAS, on September 21, 2021, the RHA Board of Commissioners designated McCormack Baron Salazar and Richmond Neighborhood Housing Services as the preferred development team and authorized the RHA executive director to negotiate an Exclusive Right to Negotiate Agreement (ERNA) and negotiate a Master Development Agreement (MDA); and WHEREAS, on September 13, 2022, the ERNA was executed; and WHEREAS, on February 10, 2023, the ERNA period expired, without a mutually agreed upon MDA; and
WHEREAS, the development team has continued to express interest in the project, has paid their outstanding $100,000 non-refundable ERNA deposit, is developing an updated project proposal, and is seeking additional time to negotiate an MDA; and WHEREAS, the development team has requested an ERNA time extension and modifications to the original terms related to resident relocation and the ability to request funding support from RHA and the City for predevelopment and demolition costs; and 32 Reso. No. ____

WHEREAS, extending the term of the ERNA until October 31, 2023, and modifying certain terms will facilitate the repositioning of Nystrom Village by making clear the terms that will be included in the agreements that will govern the disposition and development of the property.

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 of the RHA is hereby authorized to execute an amendment to the ERNA with McCormack Baron Salazar and Richmond Neighborhood Housing Services to extend the term until October 31, 2023 and modify the terms to permit the developer to apply for City and RHA funding , and the executive director of the RHA is hereby authorized to negotiate a Master Development Agreement, ground leases, disposition and development agreements, and any other related documents and agreements necessary for the redevelopment and operation of Nystrom Village .

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 June 20, 2023, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

Chairperson

[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 June 20, 2023. ____________________________________
33 Reso. No. ____

CLERK OF THE HOUSING AUTHORITY
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72 1
4863-6347-5046 v2

FIRST AMENDMENT TO EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT (Nystrom Village)

THIS FIRST AMENDMENT TO EXCLUSIVE RIGHT TO NEGOTIATE
AGREEMENT (this “Amendment”) is entered into effective as of _________, 2023, by and among the Housing Authority of the City of Richmond, a public body, corporate and politic ("RHA"), McCormack Baron Salazar, Inc., a Missouri corporation (“McCormack”), and Richmond Neighborhood Housing Services, a California nonprofit public benefit corporation (“RNHS” and together with McCormack, the "Developer").

RHA, McCormack, and RNHS are collectively referred to herein as the "Parties."

RECITALS
A. RHA and Developer entered into that certain Exclusive Right to Negotiate Agreement dated as of September 13, 2022 (the “ERNA”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the ERNA.

B. RHA and Developer desire to amend the terms of the ERNA in accordance with this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Exclusive Negotiating Period. The Exclusive Period (as defined in Section 2 of ERNA) is hereby extended to October 31, 2023. The Parties acknowledge that if by such date they have not successfully negotiated and executed a mutually agreeable Master Development Agreement, including a detailed schedule for development of Phase 1, the ERNA will terminate, and RHA may seek a new developer for the Property.

2. Term Sheet. The terms and conditions set forth in the ERNA, including Exhibit C thereto, are hereby modified as follows:
(i) To enable RHA to continue to receive U.S. Department of Housing and Urban Development (HUD) operating and capital fund subsidies, when feasible, residents of blocks that will be redeveloped will be relocated to other blocks within the Property that are not yet under construction instead of off-site. (ii) The preliminary phasing plan for development of the Property shall be as follows:

Phase 1: approximately 100 new rental units including 65 replacement public housing units and 35 new workforce rental units
Phase 2: approximately 100 new low-income and workforce rental units Phase 3: below market-rate homeownership
73 2
4863-6347-5046 v2
Phase 4: below market-rate homeownership
(iii) Developer may request City of Richmond American Rescue Plan Act (ARPA) funding in an amount up to $2 million to fund predevelopment costs and costs associated with an application to the HUD Choice Neighborhoods Initiative program. If approved, such funding will be provided as a loan that will be repayable at close of construction financing for Phase 1.
(iv) Developer may request RHA capital funds for demolition costs.

3. Original Agreement. Except as modified by this Amendment, all provisions of the ERNA shall remain unchanged and in full force and effect.

4. Counterparts. This Amendment may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. [SIGNATURES ON FOLLOWING PAGE]
74 3
4863-6347-5046 v2
IN WITNESS WHEREOF, the parties have executed this First Amendment to Exclusive Right to Negotiate Agreement effective as of the date first written above.

RHA:

HOUSING AUTHORITY OF THE CITY
OF RICHMOND, a public body, corporate
and politic
By:

Print Name:__________________________
Title:______________________
DEVELOPER:

MCCORMACK BARON SALAZAR, INC.,
a Missouri corporation
By:___________________________
Print Name:______________________
Title:____________________________

RICHMOND NEIGHBORHOOD
HOUSING SERVICES, a California
nonprofit public benefit corporation
By:___________________________
Print Name:______________________
Title:____________________________
75

June 20, 2023
Richmond Housing Authority (RHA)
& City of Richmond
Economic Development
DATE: June 20, 2023
TO: Housing Authority Board of Commissioners and
Members of the City Council
FROM: Shasa Curl, City Manager
Nickie Mastay, Deputy City Manager
Mubeen Qader, Deputy Director of Finance
Nannette Beacham, Economic Development Director
Gabino Arredondo, RHA, Interim Executive Director
Rita Martinez, Senior Accountant
Subject: Proposed Richmond Housing Authority Budget for Fiscal Year (FY) 2023-2024
FINANCIAL IMPACT: This action approves the Richmond Housing Authority (RHA) proposed FY 2023-2024 operating budget, with
estimated revenues of $4,302,306, and total proposed
expenditures of $5,563,388. If the proposed General
Fund subsidy of $1,261,082 is approved by the City of
Richmond, it will balance the RHA FY 2022-2023 budget
to $5,563,388 in estimated revenues and $5,563,388 in
expenditures.

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

Staff is requesting that the RHA Board of Commissioners and members of the City Council review and approve the
RHA FY 2023-2024 proposed operating budget.

JOINT MEETING

AGENDA REPORT
76

June 20, 2023
RECOMMENDED ACTION: ADOPT a joint resolution approving the proposed Fiscal Year (FY) 2023-2024 Richmond Housing Authority (RHA)
budget, with total estimated revenues of $4,302,306 and total estimated expenditures of $5,563,388; and
APPROVE an RHA subsidy from the City of Richmond
General Fund in the amount of $1,261,082, which will
provide sufficient revenue to match anticipated
expenditures and balance the RHA budget to $5,563,388
in estimated revenues and $5,563,388 in expenditures –
Richmond Housing Authority/Finance (Gabino
Arredondo/Rita Martinez 621-1300).

DISCUSSION:

Background
The Richmond Housing Authority (RHA) provides affordable housing for low and very low-income Richmond residents through the U.S. Department of Housing and Urban Development (HUD) federally funded housing programs. RHA owns multiple public housing properties and manages one property occupied by residents (Nystrom Village) with approximately 100 units. There are an additional 393 units associated with RHA entities (Richmond Village, Triangle Court, Friendship Manor), 148 units recently rehabilitated and occupied at Hacienda Heights, and 142 units currently being renovated by EAH Housing (Nevin Plaza) for a total of 783 units. Funding for the RHA budget is largely dependent on funding from U.S. Department of Housing and Urban Development (HUD), and thus subject to congressional appropriations. HUD continues the trend of inadequate funding for public housing authorities nationwide, and therefore, it is increasingly difficult for RHA to operate without a General Fund subsidy.

RHA is proposing $5,563,388 in expenditures during FY 2023-2024 to manage the public housing program. These expenditures include personnel costs (currently at 6.0 Full Time Equivalents (FTE)), funds to cover utilities, contracts for property maintenance and unit turn over activities at Nystrom Village, professional services for asset repositioning, and addressing outstanding financial liabilities such as completing financial audits and addressing Internal Revenue Services penalties outlined in the State Audit report, and an operating subsidy pass through for Richmond Village.

Estimated revenue of $4,302,306 is comprised of operating subsidies from HUD, capital funds, and tenant and Administration Building rents.

FY 2022-2023 Budget
Staff recommends that the RHA Board of Commissioners and City Council adopt a resolution approving RHA's FY 2022-2023 operating budget in the amount of 77

June 20, 2023
$4,302,306 in revenues and $5,563,388 in expenditures, with a proposed City of Richmond subsidy amount of $1,261,082. The most significant revenue and expenditure changes are listed below:

Revenue - $4,302,306
 HUD Operating Subsidy - $1,635,391: The HUD operating subsidy includes $1,034,392 for Nevin and Nystrom, and $600,999 for the Richmond Village I, II, III pass through.
 Capital Fund Subsidy - $1,458,433: The Capital Fund provided by HUD funds, annually, Public Housing Agencies (PHAs) for the development, financing, and improvements of public housing developments and for management improvements.
 Tenant Rental Income - $250,000: There are units at Nystrom Village that need substantial repair, and some that are unable to be brought back online. RHA will be focusing on evaluating the units that can be brought back online and implementing improvements.
 Operating Transfer In - $895,282: A percentage from the Capital Fund is allowed to be transferred for operations (25 percent) to the Asset Management Projects (AMPs) Nystrom and Central Office Cost Center (COCC) $465,395. Operating Subsidy for Nevin Plaza will continue to be available and will reduce every year $429,887.
 Hacienda Asset Repositioning - $57,000: RHA is now responsible for the maintenance of the split parcel at the Hacienda site. Funds for maintenance and upkeep are available from Hacienda asset repositioning funds.  Repayment Agreements and Other Revenue - $6,200: Agreements are between residents and RHA to pay owed rent.

Expenditures: $5,563,388
 Personnel - $1,133,657 (Salaries & Wages - $612,807 and Fringe Benefits - $520,850): The current budget includes 6.0 FTEs which is a reduction of 1.0 FTE from last FY (Attachment 3).
78

June 20, 2023
 Operating Expenses - $283,895: $20,000 Tenant Relocation, $159,895 Unit Rehabilitation, $5,000 Fencing, $10,000 Rent Program Fees, $14,000 Truck Rental, $75,000 HD Supply
 Professional & Administrative Services - $1,588,080: $11,450 Background Checks and BDO Operating Subsidy Calculation, $75,000 Legal Services Lease Enforcement, $17,000 Yardi Software Property Management, $60,000 Temporary Staffing, $55,000 Continued Audits, $11,560 Staff Training, $10,000 Hacienda Lot Repositioning, $69,750 Building Assessment, $139,500 Asset Repositioning Financial Consulting. The most significant cost in this area is $1,138,820 to address the approximate $1 million or more in IRS taxes and penalties reported to the RHA Board in June 2022 and set forth in the State Audit report.
 Equipment & Contractual Services - $329,748: $75,308 Appliances and Playground Equipment, $75,000 Remediation and Light Poles, $6,000 Lights, $30,000 Tree Removal and Planting, $12,100 HVAC and Carpet, $44,260 Landscaping, $6,680 Restoration & Remediation Company and Alarm, $57,000 DAWGS Security Barriers, $4,000 Electrician, $10,000 Pest Control, $9,400 Plumbing.
 Grant Expenditures - $918,510: Expenditures for Administrative and Auditing Services from the Capital Fund $328,480 and the Richmond Village Passthrough Payments for $590,030.  Property Insurance - $35,860.
 Utilities - $206,600: Utilities costs include expenditures for telephone, electricity, water, sewer, gas, and refuse services.
 Cost Pool - $46,756 per the HUD approved Title 2 Code of Federal Regulations 200 (2 CFR Part 200) compliant Cost Allocation Plan (CAP).  Capital Outlay - $125,000: The main expenditure proposed includes unit turnover and rehab activities.
 Operating Transfer Out - $895,282: A percentage from the Capital Fund is allowed to be transferred for operations (up to 25 percent) to the Asset Management Projects (AMPs) Nystrom and for administrative services (up to 10%) to the Central Office Cost Center (COCC) $465,395. Operating Subsidy for Nevin Plaza will continue to be available and will reduce every year $429,887. 79

June 20, 2023
FY 2022-2023 RHA and COR Accomplishments
RHA’s main goals and objectives for FY 2022-2023, in addition to the management of the public housing program, included moving forward on asset repositioning activities outlined in the 2019 Public Housing Authority Recovery and Sustainability (PHARS) agreement between HUD, City of Richmond, and RHA. RHA, in collaboration with City of Richmond staff, continues to make progress in improving its operations and addressing outstanding tasks outlined in the PHARS.

RHA’s accomplishments at Nevin Plaza include continued meetings between EAH Housing (EAH) and residents to discuss construction and explaining the temporary relocation process as units are being rehabilitated. EAH submitted applications for taxexempt bond financing and 4% Low Income Housing Tax Credits and applications were approved for funding. The funding allowed for a significant accomplishment for the asset repositioning process of Nevin Plaza which involved the sale to EAH Housing. The successful closing occurred on March 17, 2023, and construction began in late April 2023. Maintenance and day-to-day operations improved, however there was a heating repair that impacted the distribution of heat in the building. The repair to the heating pumps was completed in late May 2023.

Regarding Nystrom Village, on September 13, 2022, the RHA Board of Commissioners approved and Exclusive Right to Negotiate Agreement (ERNA) for the redevelopment and operation of Nystrom Village with McCormack Baron Salazar (MBS) and Richmond Neighborhood Housing Services. On February 10, 2023, the ERNA period expired, without a mutually agreed upon Master Development Agreement (MDA). The final MDA has not been completed according to the developer due to the impact of changing economic conditions and access to funding for predevelopment costs. The developer continues to express interest in reaching an agreement and requested more time for negotiations. The RHA continues to meet weekly with the developer and plans to bring to the Board an item to consider the ERNA extension in late June 2023. There is still a high vacancy at Nystrom due to units being in disrepair. RHA and City staff have worked collaboratively to conduct multiple cleanup activities at the site. Fortunately, illegal dumping has decreased. Additional units have had to be secured with the VPS systems to minimize break-ins.

For several years the RHA Board of Commissioners and City Council have worked towards the revival and renovation of 150 units of affordable housing at the Hacienda site. The building was vacant for over five years and was an eyesore to the community.

Construction has been completed. One hundred percent of the residential units will remain as affordable housing, restricted to seniors (two of the units are unrestricted managers units). The leasing of all the units has been completed.

Richmond Village I (RV I) and Richmond Village II (RV II) reached the end of the 15- year federal tax credit compliance period. The original investment limited partners (ILP) are entities affiliated with AIG and SunAmerica. The ILP has agreed to sell its limited partnership interests to MBS for a nominal amount. RHA successfully negotiated a new 80

June 20, 2023
Memorandum of Understanding (MOU) with MBS. The MOU provides a commitment for RHA to continue working with MBS on resyndication. Under the MOU, RHA will continue to work with MBS on asset repositioning activities which includes the conversion of public housing units to the Section 8 platform. The next step is to submit a Section 18/RAD application to HUD. The completion of the application has recently been delayed due to contracting challenges by HUD to the technical service provider assigned to RHA.

Regarding financial matters, the Finance Department has made significant progress.

RHA and City Finance staff continue to work with Maze & Associates (auditors) to complete audits, as well as working with NBS Consultants to complete a Cost Allocation plan in accordance with HUD requirements set forth in the Title 2 CFR, Part 200 Compliant Version.
 The Cost Allocation Plan has been submitted and approved by the RHA Board.  2017 Audit – Financials are finalized and issued. Financial Data Schedule (FDS) submission (HUD requirement) was submitted and reviewed by HUD.  2018 Audit - Financials are finalized and issued. FDS data has been entered into the HUD system and reviewed by auditors. Management letter to be signed and submitted to auditor.
 2019 Audit - Financial data has been submitted to auditors for review.

A considerable amount of City resources has been allocated to assist RHA in meeting obligations to program participants and HUD, significantly impacting other City operations. RHA and City staff members will continue to address all financial liabilities, work to reduce the RHA budget deficit, and continue to oversee and monitor RHA’s budget to maintain financial integrity and the health and safety of RHA’s residents.

DOCUMENTS ATTACHED:

Attachment 1 - Resolution
Attachment 2 - FY 2023-2024 Budget
Attachment 3 - Staffing
81 Reso. No.

RESOLUTION NO._____

A JOINT RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND AND

BOARD OF COMMISSIONERS OF THE HOUSING AUTHORITY OF THE CITY

OF RICHMOND (RHA) ADOPTING THE HOUSING AUTHORITY FISCAL YEAR 2023-2024 OPERATING BUDGET WITH PROPOSED REVENUES IN THE AMOUNT OF $4,302,306, TOTAL PROPOSED EXPENDITURES OF $5,563,388, AND

APPROVE AN RHA SUBSIDY FROM THE CITY OF RICHMOND GENERAL FUND IN THE AMOUNT OF $1,261,082, WHICH WILL BALANCE THE RHA BUDGET TO $5,563,388 IN ESTIMATED REVENUES AND $5,563,388 IN

EXPENDITURES
WHEREAS, the Richmond Housing Authority (RHA) is a public entity chartered by the City of Richmond, California, as a separate legal entity under the provisions of the U.S. Housing Act of 1937; and
WHEREAS, RHA’s programs are funded by the federal government, subject to the rules and guidelines of the United States Department of Housing and Urban Development (HUD); and
WHEREAS, RHA’s mission is to provide decent, safe and sanitary affordable housing and coordinate supportive services for low-income residents and program participants of the City of Richmond; and
WHEREAS, RHA administers the Low Rent Public Housing Program, and administers the Capital Fund Grant Program to fund rehabilitation activity on its existing public housing stock; and
WHEREAS, the RHA’s main goals and objectives for FY 2023-2024, in addition to the administration of its core public housing programs, will be to continue the repositioning of RHA assets.

NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE

HOUSING AUTHORITY OF THE CITY OF RICHMOND AND THE MEMBERS OF

THE RICHMOND CITY COUNCIL, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, THAT: the FY 2023-2024 operating budget for the Richmond Housing Authority in the amount of $4,302,306, in estimated revenues, and with total proposed expenditures of $5,563,388 an RHA subsidy from the City of Richmond General Fund in the amount of $1,261,082, which will provide sufficient revenue to match anticipated expenditures and balance the RHA budget to $5,563,388 in estimated revenues and $5,563,388 in expenditures is hereby adopted.

BE IT FURTHER RESOLVED THAT the Executive Director and City Manager is authorized to take all actions necessary to implement the foregoing resolution. *******************************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond and the Richmond Housing Board of Commissioners at a joint meeting thereof held on June 20, 2023, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:
82 Reso. No.

Chairperson
[SEAL]
ATTEST:

Secretary
Approved as to form:

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 joint City Council and Housing Authority Meeting held on June 20, 2023.

CLERK OF THE HOUSING AUTHORITY
83 4201 4401 4404 4405 4501 4406 4407 4408
CHARACTER ACCOUNT Capital Fund Hacienda Nevin Plaza Nystrom Village Central Office
Cost Center
(COCC)
Richmond
Village I
Richmond
Village II
Richmond
Village III
Total 23-24
Budget
3B INTERGOV FED GRANT 1,458,433.0 535,198.0 0 499,194.0 0 283,575.0 0 167,190.0 0 150,234.0 0 0 3,093,824.00 38 OTHER REVENUE 6,200.00 6,200.0039 RENTAL INCOME 250,000.00 250,000.0060 PROC FR SLE PROP 57,000.00 57,000.0090 OPER XFERS IN (from Nevin Subsidy) 429,887.00 429,887.0090 OPER XFERS IN (from Capital Fund) 362,952.0 102,443.0 0 465,395.0 0 090 OPER XFERS IN (from General Fund) 122,262.0 1,138,820.0 0 1,261,082.0 0 0 57,000.0 1,458,433.00 535,198.0 0 1,670,495.0 0 1,241,263.0 0 283,575.0 0 167,190.0 0 150,234.0 0 0 5,563,388.00 50 GRANT EXPENDITURES 328,480.00 167,190.0 272,606.00 150,234.0 0 0 918,510.0040 SALARIES AND WAGES 10,000.0 22,076.0 0 551,183.0 0 22,075.0 0 7,473.0 0 612,807.0 0 041 PYRLL/FRINGE BENEFIT 5,000.0 13,985.0 0 433,916.0 0 64,453.0 0 3,496.0 0 520,850.0 0 042 PROF & ADMIN 219,250.0 56,950.0 0 173,060.0 0 1,138,820.0 0 1,588,080.0 0 043 OTHER OPERATING 170,000.0 5,000.0 0 2,300.0 0 106,595.0 0 0 283,895.0044 UTILITIES 1,000.0 10,000.0 0 195,600.0 0 0 206,600.0045 EQPT & CONTRACT SVCS 150,308.0 36,000.0 0 143,440.0 0 0 329,748.0046 PROVISN FOR INS LOSS 35,860.00 35,860.0047 COST POOL 15,915.0 30,841.00 46,756.0 0 048 ASSET/CAPITAL OUTLAY 125,000.00 125,000.0091 OPER XFERS OUT (for Operations and Admin) 465,395.0 429,887.0 0 0 895,282.00 57,000.0 1,458,433.00 535,198.0 0 1,670,495.0 0 1,241,263.0 0 283,575.0 0 167,190.0 0 150,234.0 0 0 5,563,388.00 Net Surplus/(Deficit) - - - - - - - - -
Richmond Housing Authority
FY23-24 Budget
Revenue
Total Revenue
Expenses
Total Expenses
84 Richmond Housing Authority
FY23-24 Staffing
Position Filled/Vacant # FTE
ADMINISTRATIVE AIDE Filled 1
RESIDENT HOUSING MANAGER Filled 1
SENIOR RESIDENT HOUSING MANAGER Filled 1
BLDG MAINTENANCE SUPERVISOR Filled 1
SENIOR DEVELOPMENT PROJECT MANAGER Filled 1
EXECUTIVE DIRECTOR HOUSING AUTHORITY Filled 1
Total FTE Positions 6
85

June 20, 2023
City Attorney's Office
DATE: June 20, 2023
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: Amendments to the Legal Services Agreements with (1) Allen, Glaessner, Hazelwood & Werth LLP, (2) Orbach
Huff & Henderson, LLP and (3) Liebert, Cassidy,
Whitmore
FINANCIAL IMPACT: The Allen, Glaessner Hazelwood & Werth LLP and Orbach Huff & Henderson, LLP legal services
agreements will be paid from the fiscal year 2023-2024
Risk Management General Liability Fund GL-50182316-
400206. A portion ($125,000) of the Liebert contract will be paid from the fiscal year 2023-2024 Risk Management
General Liability Fund GL-50182316-400206. The
remaining $125,000 of the Liebert contract will be paid out of Human Resources Department fund HR 01181016
400206.

PREVIOUS COUNCIL
ACTION:

Legal Services Agreements and amendments have been
approved as noted in the initial agreements and
amendments.

STATEMENT OF THE
ISSUE:

To ensure the City has appropriate representation
relating to the general litigation, the City Attorney’s Office requests approval of amendments to the legal services
agreements with (1) Allen, Glaessner, Hazelwood &
Werth LLP increasing the compensation by an amount
not to exceed $150,000, (2) Orbach Huff & Henderson,
LLP increasing the compensation by an amount not to
exceed $125,000 and (3) Liebert Cassidy Whitmore
increasing the compensation by an amount not to exceed
AGENDA
REPORT
86

June 20, 2023
$250,000 and extending the terms of all agreements to
June 30, 2024.

RECOMMENDED ACTION: APPROVE amendments to legal services agreements with (1) Allen, Glaessner, Hazelwood & Werth LLP
increasing the compensation by an amount not to exceed
$150,000; (2) Orbach Huff & Henderson, LLP increasing
the compensation by an amount not to exceed $125,000;
and (3) Liebert Cassidy Whitmore increasing the
compensation by an amount not to exceed $250,000,
and extending the terms of all agreements to June 30,
2024 – City Attorney’s Office (Dave Aleshire 510-620-
6509).

DISCUSSION:

Allen, Glaessner, Hazelwood & Werth (Allen Glaessner) currently provides special counsel services defending the City in tort/dangerous condition and personal injury litigation. Allen Glaessner has been representing the City in these types of lawsuits since 2013 and is currently defending 13 active lawsuits. The firm is on the City Attorney’s Office’s approved 2021 Request for Qualifications (RFQ).

The law firm has the experience and expertise necessary to continue to represent the City of Richmond in pending and future dangerous condition and personal injury litigation. The City Attorney’s Office requests approval of this fifth amendment to the legal services agreement with Allen Glaessner increasing the compensation in an amount not to exceed $150,000 and extending the term to June 30, 2024. Rates for Allen Glaessner are as follows: Partner, $270 per hour, associate, $235, and paralegal is $120/hour.

Orbach Huff & Henderson, LLP (“Orbach Huff’) currently provides special counsel services defending the City in civil rights and law enforcement liability litigation. Orbach Huff has been representing the City in these types of lawsuits since 2020. They currently are handling five active lawsuits and are also on the City Attorney’s Office’s approved 2018 Request for Qualifications (RFQ). Rates for Orbach Huff partners are $295 per hour, associates $255 per hour and paralegals are $135 per hour.

Orbach Huff has the experience and expertise necessary to continue to represent the City of Richmond in pending and future civil rights and law enforcement liability litigation. The City Attorney’s Office requests approval of this second amendment to the legal services agreement with Orbach Huff increasing the compensation in an amount not to exceed $125,000 and extending the term to June 30, 2024. 87

June 20, 2023
There is also a need to amend the existing legal services agreement with Liebert, Cassidy, Whitmore to add monies to continue labor negotiations and to receive legal consultation for negotiations with all the City's bargaining groups. Additionally, the firm provides legal advice on various employment law matters, legal support and representation in sworn personnel matters, and training for the City's Management Leadership Academy. The contract amount of $165,000 is exhausted, and there are ongoing negotiations and legal needs that require additional funding. The Human Resources Management Department requests this amendment to the legal services agreement to cover current outstanding and future expenditures. To date, the Human Resources Department has outstanding invoice.es for approximately $71,000, which will pay for legal services through May 2023. 2024. Rates for Liebert Cassidy partners are $435.00 per hour, Senior Counsel $365 per hour, Associates, $260.00 - $345 per hour and paralegals are $145 per hour.

Liebert, Cassidy, Whitmore is a law firm with several offices throughout California that exclusively provide legal services to public sector agencies. Liebert, Cassidy, Whitmore has a consortium that offers management training at a reduced cost to the City. The services provided by Liebert, Cassidy, Whitmore have been extremely beneficial to the City and performed in a very satisfactory 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 Human Resources Department and the City Attorney’s Office request approval of this first amendment to the legal services agreement with Liebert, Cassidy increasing the compensation in an amount not to exceed $250,000 and extending the term to June 30, 2024.

DOCUMENTS ATTACHED:

Attachment 1 - Allen Glaessner - Original Contract
Attachment 2 - Allen Glaessner – First Amendment
Attachment 3 - Allen Glaessner - Second Amendment
Attachment 4 - Allen Glaessner - Third Amendment
Attachment 5 - Allen Glaessner - Fourth Amendment
Attachment 6 - Allen Glaessner – [Proposed] Fifth Amendment Attachment 7 - Orbach Huff - Original Contract
Attachment 8 - Orbach Huff - First Amendment
Attachment 9 - Orbach Huff - [Proposed] Second Amendment Attachment 10 -Liebert Cassidy – Original Contract
Attachment 11 – Liebert, Cassidy [Proposed] First Amendment 88 89
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DocuSign Envelope ID: B178552A-8BDF-40E9-AD84-A45F74F42592 117
DocuSign Envelope ID: B178552A-8BDF-40E9-AD84-A45F74F42592 6/23/2022
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DocuSign Envelope ID: E64B4F72-9327-4DF7-AD36-8D6CCC23DB52 121
DocuSign Envelope ID: E64B4F72-9327-4DF7-AD36-8D6CCC23DB52 122
Fifth Amendment to Agreement for Legal Services
A-1

FIFTH AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

ALLEN GLAESSNER, HAZELWOOD & WERTH
This Fifth Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and ALLEN GLAESSNER HAZELWOOD & WERTH (“Special Counsel”) (the "Fifth 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 to increase the compensation limit by One Hundred Fifty Thousand Dollars ($150,000); 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 extend the term of the agreement to June 30, 2024; and WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this Fifth 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. Section 3 of the Agreement, TERM OF AGREEMENT, is amended to read as follows:

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, 2024 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.

2. Exhibit A of the Agreement “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this Fifth Amendment. 123
Fifth Amendment to Agreement for Legal Services
A-2

3. Effect of Fifth Amendment. Except as provided in this Fifth Amendment, all other terms of the Original Agreement shall remain in full force and effect.

4. Counterparts. This Fifth Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the City and Special Counsel have caused this Fifth Amendment to be effective as of the last date written above.

CITY OF RICHMOND ALLEN GLAESSNER HAZELWOOD &

WERTH, LLP
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
124
Fifth Amendment to Agreement for Legal Services
A-3
Attachment 1

SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:

Special Counsel shall represent and defend City of Richmond in pending and future dangerous condition of public property, personal injury litigation and other municipal law litigation as assigned by the City Attorney
City of Richmond Contact Attorney: Alan M. Cohen, Sr. Assistant City Attorney and Shannon L. Moore, Chief Assistant City Attorney
Schedule of Fees & Charges:

Hourly Rates.

PARTNER(S) $270/hour
ASSOCIATE(S) $235/hour
PARALEGAL $120/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 Million One Hundred Ten Thousand Dollars ($1,110,000) for attorneys’ fees and reimbursements.
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First Amendment to Agreement for Legal Services
A-1

FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

ORBACH HUFF & HENDERSON LLP
This First Amendment to the Agreement for Legal Services is entered into by the City of Richmond (“City”) and ORBACH HUFF & HENDERSON LLP (Formerly known as Orbach Huff Suarez & Henderson LLP) (“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 in connection with pending and future police tort litigation; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation limit by One Hundred Twenty Thousand Dollars ($120,000); 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 mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:

1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this First Amendment.

2. Effect of First Amendment. Except as provided in this First Amendment, all other terms of the Original Agreement shall remain in full force and effect.

3. Counterparts. This First Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument. [Signatures on following page]
DocuSign Envelope ID: C56606DA-A5EC-40E5-9079-299FF2AA69BF 148
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 below.

CITY OF RICHMOND ORBACH HUFF & HENDERSON
LLP
________________________ By __________________________
Mayor
Title _________________________
Date: ___________________ Date: ________________________ Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
October 8, 2021
Kevin Gilbert, Partner
DocuSign Envelope ID: C56606DA-A5EC-40E5-9079-299FF2AA69BF 11/9/2021
149
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 represent and defend the City of Richmond in pending and future police tort litigation.
(City’s Contact Attorney: Shannon L. Moore, Sr. Assistant City Attorney) Schedule of Fees & Charges:

Hourly Rates
PARTNER(S) $295/hour
ASSOCIATE(S) $255/hour
PARALEGAL(S) $135/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 Two Hundred Twenty Thousand Dollars ($220,000).

DocuSign Envelope ID: C56606DA-A5EC-40E5-9079-299FF2AA69BF 150
Second Amendment to Agreement for Legal Services
A-1

SECOND AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

ORBACH HUFF & HENDERSON, LLP
This Second Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and ORBACH HUFF & HENDERSON, LLP (“Special Counsel”) (the "Second 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 on September 1, 2020; and
WHEREAS, the Original Agreement was amended on November 9, 2021 to increase compensation by $120,000; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City by extending the term of the Agreement to June 30, 2024; and WHEREAS, the City now wishes to increase the compensation limit by One Hundred Twenty-Five Thousand Dollars ($125 000); and
WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this Second 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. Section 3 of the Agreement, TERM OF AGREEMENT, is amended to read as follows:

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, 2024 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.

2. Exhibit A of the Agreement “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this Second Amendment. 151
Second Amendment to Agreement for Legal Services
A-2

3. Effect of Second Amendment. Except as provided in this Second Amendment, all other terms of the Original Agreement shall remain in full force and effect.

4. Counterparts. This Second Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the City and Special Counsel have caused this Second Amendment to be effective as of the last date written below.

CITY OF RICHMOND ORBACH HUFF & HENDERSON, LLP
________________________ By __________________________
Mayor
Title _________________________
Date: ___________________ Date: _________________________ Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
152
Second Amendment to Agreement for Legal Services
A-3
Attachment 1

SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:

Special Counsel shall represent and defend City of Richmond in pending and future Civil Rights and Police Liability litigation as assigned by the City Attorney City of Richmond Contact Attorney: Alan M. Cohen, Sr. Assistant City Attorney and Shannon L. Moore, Chief Assistant City Attorney
Schedule of Fees & Charges:

Hourly Rates.

PARTNER(S) $295/hour
ASSOCIATE(S) $255/hour
PARALEGAL $135/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 Two Hundred Twenty-Five Thousand Dollars ($225,000) for attorneys’ fees and reimbursements.
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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 Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and LIEBERT CASSIDY WHITMORE (“Special Counsel”) (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 to 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 mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:

1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this First Amendment.

2. Effect of First Amendment. Except as provided in this First Amendment, all other terms of the Original Agreement shall remain in full force and effect.

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. 176
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
177
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.
178

June 20, 2023
City Attorney's Office
DATE: June 20, 2023
TO: Mayor Martinez and Members of the City Council
FROM: Dave Aleshire, City Attorney
Alan M. Cohen, Senior Assistant City Attorney
Subject: Agreements with iManage, LLC and O2 Cloudworks Company for Cloud-based Document Management
FINANCIAL IMPACT: The City Attorney’s Office will incur approximately $38,000 in costs for licensing and data migration during the first year of implementation with additional annual costs of $24,000 for years two and three, for a total threeyear contract amount not to exceed $86,100 (01151014- 400201).

PREVIOUS COUNCIL
ACTION:

Not Applicable

STATEMENT OF THE
ISSUE:

The City Attorney’s Office is seeking authority to procure a cloud-based document management platform to store,
retrieve, catalog, and track its transactional, advisory, and litigation portfolios using iManage Work 10 with O2 Cloudworks installing and maintaining the system.

RECOMMENDED ACTION: APPROVE agreements with (1) iManage, LLC. in an amount not to exceed $72,000, and (2) O2 Cloudworks
Company in an amount not to exceed $14,100, for the
purchase, installation, and maintenance of the cloudbased iManage Work 10 document management platform, with terms commencing July 1, 2023, and
ending June 30, 2025, for a total project amount not to exceed $86,100 – City Attorney’s Office (Dave Aleshire
510-620-6509).

AGENDA
REPORT
179

June 20, 2023
DISCUSSION:

The City Attorney’s Office currently uses paper copies, electronic Word templates, Excel spreadsheets, and Outlook for document management and assignment tracking. The City Attorney’s Office has been evaluating software solutions designed to modernize and more efficiently manage the large number of documents created or processed by its staff. Over the course of the last six months, City staff researched a variety of solutions to more expeditiously store, retrieve, catalog, and track its transactional, advisory, and litigation portfolios. The proposed system will be used to transition the bulk of the City Attorney’s Office workflow to a digital platform allowing it to more efficiently manage its workflow.

As part of its evaluation of various document management systems, the City Attorney’s Office obtained recommendations from several public agency law practices. After additional research, City staff then selected several vendors and participated in detailed product demonstrations.

Among the factors evaluated were ease of implementation and use, compatibility with existing systems, start up and subscription costs, and optical character recognition capabilities. Both administrative and attorney staff members participated in the software demonstrations, evaluating the following proficiencies:
 User-friendly, responsive and intuitive, and graphical interface.  Application, technical, and administration training.
 Ongoing, 24x7 support and maintenance.
 The ability to categorize, search, and preview a variety of digital document formats (PDF, Doc, JPEG, TXT).
 Ability to redact, version, and save originals.
 Ability to generate batch letters, forms, and other documents, and populate forms with appropriate data from within the file management system.  Ability to perform optical character recognition (OCR) all document formats saved in the file system.
 Ability to limit and preferably eliminate redundant data entry.  Ability to access and utilize new file management system remotely on mobile or other wireless device at any location. Users must have the ability to work “offline” to not only read files but update and complete tasks remotely.  Contract Management: the ability to track City contract end dates, renewal dates, and end dates with task and calendar reminders.
 Email Management: Ability to sort and link emails to the file, sync calendars and tasks, pull and update court dates from and integrate with Outlook.

After evaluating the software of four document management service (“DMS”) vendors, the iManage Work 10 platform was selected as the preferred choice both because of its wide implementation in the legal field and the familiarity of its interface. 180

June 20, 2023
A document management service (“DMS”) like iManage, creates a database with information about the documents (called “metadata”) where details such as key words, dates, document types, and other information are all recorded. iManage is a popular vehicle for electronic document management and has multiple add-on modules including workflow business process automation and electronic forms.

It is compatible with the City’s existing enterprise technology solutions, and its use will improve the retention and security of important documents and records. Records that have already been scanned or electronically archived can be directly imported into iManage. The software contains a natural language-based search capability to find content quickly and refine using filters. iManage integrates with Outlook to increase efficiency. All documents contained in iManage are text searchable. The software contains intuitive tools for internal or external collaboration, allowing the City Attorney’s Office to more efficiently collaborate with both internal clients and outside stakeholders.

The software is entirely cloud based and contains robust security tools. Lastly, it allows. for full mobile access enabling users to work when and where they need to. iManage Work Cloud functionality includes:
 iManage
 Microsoft Office & Adobe Integration
 iManage Work Web Interface
 Outlook Integration
 Email Management for Outlook with suggestive filing
 Automatic Email Attachment Recognition
 Offline access to documents and e-mails
 iManage Control Center for administrative duties
 Storage for all documents
 High Availability, Backup and Disaster Recovery
 24x7 support
The contract term desired is for the initial implementation and system maintenance would be supported for a period of three (3) years. The City Attorney’s Office will incur approximately $38,000 in costs for licensing and data migration during the first year of implementation with additional annual costs of $24,000 for years two and three for a total three-year contract amount not to exceed $86,000.

O2 Cloudworks Company, which is a boutique woman-owned technology company, has helped law firms and legal departments transition from a legacy Server-based system to a next-generation iManage Cloud-based Document system. O2’s proposal includes a fixed fee for migrating existing data into iManage, and a training component for a onetime total implementation cost of $14,100. Thereafter, the monthly subscription cost will be $2,000 per month which is billed annually. iManage has provided a quote for a 36mo/3yr term. The total cost for the project including implementation is $86,100.

PROCUREMENT PROCESS:
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June 20, 2023
In addition to iManage, the City Attorney’s Office also reached out to and received demonstrations and quotes from three other vendors, NetDocs, ProLaw, and CityLaw.

Of the three other vendors, NetDocs was the most similar to iManage, but its storage options were somewhat limited. ProLaw and CityLaw provided a suite of tools but lacked certain OCR capabilities. None of the other three vendors could offer the integration and natural language information retrieval systems that iManage offers.

Additionally, iManage’s wide adoption at both private law firms and in-house City Attorney’s Offices such as Alameda County Counsel, City of Oakland, City of Fresno, City of Santa Ana, and the City of Newport Beach also convinced City staff that it would be a good fit.

DOCUMENTS ATTACHED:

Attachment 1 – [Proposed] iManage Original Contract
Attachment 2 – [Proposed] O2 Cloudworks Contract
182

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.
183

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
184
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:
185
iManage Cloud Order Form
Customer Organization Name City of Richmond
(“Customer”)
Expiration Date of Order Form June 30, 2023
iManage Contact Name Trevor Mathias
OFFER
This Order Form is an offer by iManage LLC (“iManage”) to Customer to purchase the iManage cloud services described below (the “Cloud Services”). Customer acknowledges that Customer’s access to, and use of, the Cloud Services shall be governed by the iManage Cloud Services Agreement (the “Agreement”) set forth at https://support.imanage.com/worksite/iManage_Cloud_Services_Agreement.pdf for the Initial Term and the Agreement then in effect when Customer renews its subscription for any applicable Renewal Term. Unless expressly included in the Amendments section below, for any inconsistency or conflict of terms between the Agreement and this Order Form, the Agreement shall prevail.

This Order Form is effective as of the date signed by Customer or the date Customer issues a purchase order, whichever first occurs (the “Effective Date”).

Subscription Start Date October 01, 2023 (the “Subscription Start Date”).

Initial Term 36 months from Subscription Start Date (the “Initial Term”)
Renewal This Order Form will automatically renew for additional successive 12 months terms unless earlier terminated
pursuant to the Agreement's express provisions or either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the thencurrent term (each, a 'Renewal Term' and together with the Initial Term, the 'Term').

Billing Period Annual
Payment Terms Net 30 days from invoice date
Currency USD
Customer Data Storage Region Customer Data shall be stored in:

Work Threat Manager : United States (the ‘Region’)
• iManage Share: United States (the 'Region' for iManage Share)
Exhibit A-1 to Agreement with City of Richmond
186
iManage Cloud - Scope and Fees
The iManage Cloud scope and fees schedule below details the Cloud Services provided by iManage and purchased under this Order Form.

Product SKU Product Description Quantity Annual Fees
IMC-CRP-PRO-XPR25 iManage Cloud - Corporate Professional Starter Package for iManage Work with iManage Share
for 25 Users or less
1 $24,000.01
Minimum Commitment
IMC-000-MAC iManage Cloud - Minimum Commitment –
Annual
$24,000.01
Storage
Storage included for iManage Cloud (GB) 625
Options and Overages
Product SKU Product Description Quantity Price
IMC-WRK-USRX iManage Cloud - User
Overage, Monthly
1 $92.00
IMC-CLD-GBX iManage Cloud - Storage
Overage, per GB, Monthly
Subscription
1 $0.54
187
iManage Cloud – Product Descriptions
iManage Cloud - Corporate Professional Starter Package for iManage Work for 25 users or less Enables the following iManage Work user functionality in a single instance of iManage Work within a specified geographic region with backup of data to a secondary location within region for disaster recovery for up to 25 users:
- iManage Work 10 browser interface
- iManage Work 10 Desktop for Microsoft Windows or MAC OS - Email management with Microsoft Outlook or Gmail
- Mobility (web mobile access, iOSapplication, Blackberry application) - 625GB of document storage
- iManage Control Center
- External and Internal Collaboration using iManage Share (IMC-SHR-ADDON) - iManage Work RestAPI software development ToolKit (IMC-WRK-SDK) - Optical Character Recognition Service for iManage Work (IMC-WRK-OCR-USER) - Off-line or connected access using iManage Drive (IMC-WRK-DRV-USER) - iManage Threat Manager (IMC-TM-USER)
iManage Cloud - User Overage
The total number of active users is measured each month, between the 21st and the 25th of the month. If the measured number of users exceeds the number of users included in the subscription, this rate will be charged for each additional user.
iManage Cloud - Storage Overage
The total volume for document storage is measured each month, between the 21st and the 25th of the month. If the measured volume exceeds the document storage included in the subscription, this rate will be charged for each additional GB of storage.

HOW TO ACCEPT THIS ORDER FORM
Customer may accept this Order Form by: (i) signature below or, (ii) unless otherwise set forth below, Customer’s issuance of a valid purchase order referencing the Order Form Date above. Customer agrees by accepting this Order Form, including the Agreement terms referenced above, no other terms and conditions apply to the Customer’s access to, or use of, the Cloud Services, including those on a purchase order or other document issued by the Customer, and all such other terms and conditions are hereby rejected by iManage.

CUSTOMER: Please tick the relevant box for this order: ** \checkbox1
\
Customer needs to issue a signed purchase order to secure payment and you are able to supply the document with the signed Order. *
\checkbox1
\
Customer does not require the issuance of a purchase order (whether in hard copy or through an electronic system such as Ariba) as a condition for payment. \checkbox1
\
Customer requires a signed purchase order to secure payment and you are able to supply the document within five (5) business days of the signed Order. You represent that you have full financial and business authority to commit Customer funds and agree that all Orders are noncancellable and non-refundable. * If Customer believes this Order is not taxable, Customer must submit to iManage for filing a proper exemption certificate prior to placing such non-taxable Order. *If Customer needs a signed purchase order, iManage requires the Customer to issue a signed purchase order to cover the fees above for at least the first year of Cloud Service. 188
**Unless otherwise selected above, by executing this Order Form, Customer agrees that Customer’s own purchase order is not required for this transaction.

INVOICING
The fees to be invoiced to Customer in the Initial Term will be as described in the scope and fees table above. No increase in Fees for any annual term of an Order Renewal Term shall exceed 7%.

ANNUAL BILLING
The annual Subscription Fees will be invoiced to Customer annually. The first invoice will be sent on the Subscription Start Date. Subsequent annual invoices will be sent on the anniversary of the Subscription Start Date. User and storage overage fees, if any, shall be invoiced monthly in arrears. Customer may order additional services and the fees will be pro-rated to the Term.

AMENDMENTS
Customer Delivery Details
Company Name:

City of Richmond
Address:
450 Civic Center Plaza
Richmond, CA 94804
Customer IT Contact:

Zena Battle
Email:
[email protected]
Telephone:
5106205501
Signature to Order Form
Customer: City of Richmond
Individual Signing: \fullname1 {"textsize":"small"}\
Signature:
\signature1 {"size":"small"}\
Title: \title1 {"textsize":"small"}\
Date: \date1 {"textsize":"small"}\
189
1 January 2023
1 Previous versions of this Agreement were published on 1 October 2022, 23 May 2022, 16 September 2021, 16 April 2021, 15 May 2020, 11 October 2018, 28 August 2018, 6 March 2017, and 29 August 2016
iManage Cloud Services Agreement
*This iManage Cloud Services Agreement was certified to be more customer-favorable than 89% of 1,000+ similar agreements reviewed by TermScout, as of 1 January 2023.

This iManage Cloud Services Agreement (this “Agreement”), is by and between the iManage entity described in Section

12.13 below (“iManage”), and the customer identified in the applicable Order (“Customer”). iManage and Customer are sometimes referred to herein individually as a “Party” and together as the “Parties.” WHEREAS, Customer wishes to subscribe to the Services (as defined in Section 2.1), and iManage wishes to provide such Services to Customer, each on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.
“Action” means any claim, suit, action or proceeding.
“Affiliate” of a Party means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. “Authorized User” means each of the individuals authorized by Customer to access and use the Services. “Cloud Services” means the cloud-based software-as-a-service applications, including the application programming interfaces, provided by iManage, and subscribed to under an Order. “Customer Data” means data submitted to, and stored within, the Cloud Services by Customer and its Authorized Users in connection with Customer’s use of such Cloud Services (and includes any such data held in iManage’s backups). “Data Protection Agreement” or “DPA” means the agreement set forth in Exhibit C. “Documentation” means any manuals, instructions or other documents or materials that iManage provides or makes available to Customer within embedded help files or on the iManage support website found at https://help.imanage.com or https://help.closingfolders.com/hc/en-us, as applicable, and which describe the functionality, components, features or requirements of the Services, including any aspect of their installation, configuration, integration, operation, use, or support. “Fees” means the fees set out in the applicable Order.
“Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner (i) the function of any computer, software, firmware, hardware, system or network or (ii) the security, integrity, confidentiality or use of any data, or (b) prevent Customer or any Authorized User from accessing or using the Cloud Services as intended by this Agreement. 190
2 “iManage Personnel” means individuals involved in the performance of Services as employees or independent contractors of iManage.
“iManage Software” means software that allows an Authorized User to use certain features of the Cloud Services and is provided by iManage either for installation on Customer’s or an Authorized User’s device, or that is otherwise accessed by Authorized Users from or through Customer’s or an Authorized User’s software, hardware, or other devices. “Intellectual Property Rights” means existing and future registered and unregistered rights granted, applied for or otherwise in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property Laws, and all similar or equivalent rights or forms of protection, in any part of the world. “Law” means any applicable statute, law, ordinance, regulation, rule, order, constitution, treaty, common law, judgment, decree, or other requirement having the force of law, of any federal, state, provincial, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction, whether in existence as of the effective date of this Agreement or promulgated thereafter, as amended, or superseded. “Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees. “Order” means the separate ordering document(s) under which Customer subscribes to the Cloud Services pursuant to this Agreement, whether (a) placed by Customer directly with iManage, or (b) placed by a Partner (on behalf of Customer) with iManage, referencing this Agreement, with respect to Customer’s subscription to the Cloud Services. “Order Effective Date” means the effective date specified in the applicable Order. “Order Term” means an Order Initial Term (as defined in Section 7.2) together with each applicable Order Renewal Term (as defined in Section 7.3).
“Partner” means an entity that has entered into an agreement (“Partner Agreement”) with iManage that, among other things, authorizes the entity to resell the Services.
“Permitted Use” means any use of the Services and iManage Software, by an Authorized User, for the benefit of Customer solely in or for Customer’s internal business operations. “Professional Services” means certain non-recurring professional, educational, operational, or technical services that Customer, at its option, may request from iManage and that iManage agrees to provide pursuant to an agreed upon statement of work (“SOW”). Professional Services do not include services undertaken by a Partner. “Professional Services Data” means all data provided to iManage by or on behalf of Customer (or that Customer authorizes iManage to obtain from the Cloud Services), through an engagement with iManage to obtain Professional Services. “Regulator” means any public body, government agency, or regulator with competent jurisdiction over a Party or one of its Affiliates.
“Representatives” means, with respect to a Party, that Party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors, and legal advisors. “Support Data” means all data provided to iManage by or on behalf of Customer (or that Customer authorizes iManage to obtain from the Cloud Services), during iManage’s provision of Support Services (as defined in Section 13).

2. Services.

2.1 Services. iManage shall, during the applicable Order Term, provide to Customer, exercisable by and through Authorized Users, the following services (the “Services”), as applicable: (a) the Cloud Services; (b) the Support Services; (c) the Professional Services as set forth in a SOW; and (d) any incidental services not expressly set out in an Order or SOW if they are reasonably and necessarily required for the proper performance of the Services that are expressly set out in the applicable Order or SOW. 191
3 2.2 Services Changes. iManage may make commercially reasonable changes to the Cloud Services, Support Services, and iManage Software from time to time; provided that, such change does not materially degrade the performance of the Cloud Services, Support Services, or iManage Software.

2.3 Non-iManage Applications and Services. Customer’s use of any third-party applications, services, or products, which are licensed by their provider to Customer and/or Authorized User(s), for use in connection with the Services (“Third-Party Products”), and any exchange or other transfer of any information between Customer and any third-party provider (“Third-Party Data Transfer”) is solely between Customer and the applicable thirdparty provider. iManage makes no warranties of any kind and assumes no liability whatsoever for Customer’s or Authorized Users’ use of such Third-Party Products or acts or omissions in connection with any such Third-Party Data Transfer.

2.4 SLA. Exhibit A to this Agreement sets forth the service level agreement applicable to the Cloud Services.

3. Authorization and Customer Restrictions.

3.1 Authorization. iManage hereby authorizes Customer to access and use, during the applicable Order Term, the Cloud Services, the iManage Software, and such Documentation as iManage may supply or make available to Customer solely for the Permitted Use by and through Authorized Users in accordance with the Documentation.

This authorization is non-exclusive and, except as may be expressly set forth in Section 12.9, non-transferable.

3.2 Acceptable Use, Limitations and Restrictions.
(a) Neither Customer nor its Authorized Users may use the Services or the iManage Software: (i) in a way prohibited by Law; (ii) to violate the rights of others; (iii) to try to gain unauthorized access to or disrupt the Services, the iManage Software, or any other service, device, data, account, or network; (iv) to spam or distribute Harmful Code; or (v) in a way that could harm or otherwise impair the Services, the iManage Software, or anyone else’s use of it.
(b) Neither Customer nor its Authorized Users may: (i) resell or redistribute the Services or the iManage Software, (ii) allow multiple users to directly or indirectly access any Services or iManage Software feature that is made available on a per-user basis, (iii) access the Services or the iManage Software in order to build a competitive product or service, (iv) reverse engineer the Cloud Services or the iManage Software (except to the extent permitted by Law without possibility of contractual waiver), or (v) perform significant load or security testing. (c) Without limiting any of iManage’s other rights under this Agreement, an Authorized User’s actual or suspected violation of the terms in this Section 3.2 may result in suspension of such Authorized User’s use of the Services or the iManage Software. iManage will suspend such Authorized User’s use of the Services and the iManage Software only to the extent, and for the time period, reasonably necessary to address said violation.

Unless iManage believes an immediate suspension is required, iManage will provide reasonable notice before suspending the Authorized User’s use of the Services or the iManage Software. iManage may seek all reasonable legal remedies available to it if a violation of this Section 3.2 occurs. For the avoidance of doubt, the suspension rights in this Section only apply to those Authorized Users whom iManage knows or reasonably suspects are in violation of Section 3.2 (and not to Customer generally).

3.3 Use by Affiliates. Customer is entitled to make the Services, the iManage Software, and Documentation available to Authorized Users of its Affiliates provided that: (a) Customer will be responsible for the Fees and all acts and omissions of its Affiliates (and their Authorized Users); (b) Customer is liable for ensuring that its Affiliates (and their Authorized Users) comply with the terms of this Agreement; and (c) Customer shall ensure that any rights or remedies arising in connection with this Agreement will be actionable against iManage solely by Customer and not by any Affiliate except that Customer will be entitled to treat Losses of its Affiliates as if they are Losses of Customer.

3.4 iManage Software. Customer may need to install certain iManage Software in order to use the Cloud Services. If so, during the applicable Order Term, Customer may install and use the iManage Software only for use with the Cloud Services. Customer must uninstall the iManage Software when Customer’s right to use the Cloud Services ends.

4. Fees; Payment Terms. In the event that a Partner places an Order with iManage on Customer’s behalf, only Section

4.8 of this Section 4 shall apply to Customer.

4.1 Fees. Customer shall pay iManage the Fees in accordance with this Section 4. Fees shall be paid in the currency as detailed in the applicable Order.

4.2 Non-refundable and No Cancellation. Except as specifically set forth in this Agreement, all Orders, including all payment obligations thereunder, are non-cancelable and all payments made are non-refundable. 192
4 4.3 Taxes. Orders pursuant to this Agreement do not include any transaction taxes, which may include local, state, provincial, federal, or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes (collectively defined as “General Taxes”). All Fees invoiced pursuant to this Agreement are payable in full and without reduction for General Taxes and/or foreign withholding taxes (collectively defined as “Taxes”). Customer is responsible for paying all Taxes associated with Fees due pursuant to this Agreement and all Orders, excluding income taxes imposed on iManage (“iManage Income Tax”). If iManage has a legal obligation to pay or collect Taxes (expressly excluding iManage Income Tax) for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer’s address listed in the applicable Order and invoiced to and paid by Customer. Customer hereby confirms that iManage can rely on the sold-to name and address set forth in the Order(s) that Customer places with iManage as being the place of supply for purposes of any General Tax. If Customer is legally entitled to an exemption from the payment of any Taxes, Customer will promptly provide iManage with legally sufficient tax exemption certificates for each taxing jurisdiction for which it claims exemption.

4.4 Disputed Fees. If Customer disputes any portion of Fees set forth on any invoice, Customer shall within thirty (30) days of the date of the applicable invoice (a) pay the undisputed portion of Fees on said invoice and (b) notify iManage, in writing, of its basis for contesting the disputed Fees. The Parties agree to discuss any dispute within ten (10) days of iManage’s receipt of such notification. If necessary, iManage shall provide an amended invoice to Customer after the discussion and Customer will pay such invoice within the time period set forth in the applicable Order.

4.5 Late Payment. If Customer fails to make any undisputed payment when due then, in addition to all other remedies that may be available, if such failure continues for thirty (30) days following written notice of such failure (including notice that the Cloud Services may be suspended), iManage may suspend performance of the Cloud Services until all past due amounts have been paid, without incurring any obligation or liability to Customer by reason of such suspension. At iManage’s discretion, past due amounts may accrue a late fee equal to the lesser of 1.5% per month or the maximum amount allowed by applicable Law.

4.6 No Deductions or Setoffs. All amounts payable to iManage under this Agreement shall be paid by Customer to iManage in full without any setoff, deduction or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).

4.7 Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer (a) must provide the purchase order number at the time of purchase and (b) agrees that any terms and conditions on any such purchase order are null and void and will not apply to Customer’s procurement of the Services or any other subject matter of this Agreement.

4.8 Purchases Through Partners. Customer may authorize a Partner to place an Order with iManage on Customer’s behalf. Partners are not agents of iManage and are not authorized to enter into any agreement with Customer on behalf of iManage. iManage Partners are not authorized to make any promises or commitments on iManage’s behalf, and iManage shall have no obligation to Customer other than those obligations specifically set forth and agreed to by iManage and Customer in this Agreement. If Customer orders from a Partner, the Partner will set Customer’s pricing and payment terms for that Order, and Customer will pay the amounts due to the Partner.

Customer consents to iManage and its Affiliates providing the Partner with Administrator Data (as defined below) for purposes of provisioning, administering, and supporting (if applicable) the Services. The Partner may use such data according to the terms of the Partner’s agreement with Customer. “Administrator Data” means the information provided to iManage or its Affiliates during sign-up, purchase, or administration of the Services. Under the terms and conditions of the applicable Partner Agreement, iManage is entitled to suspend or terminate Customer’s subscription to the Cloud Services, Customer’s rights to access and use the Cloud Service, and remove and discard any Customer Data (pursuant to the terms herein), if iManage is notified by Partner of Customer’s failure to pay amounts due to Partner with respect to Customer’s subscription to the Cloud Services; provided that, if Customer properly pays Partner, failure by such Partner to make any requisite payments to iManage shall not affect the validity or enforceability of iManage’s obligations hereunder, nor shall it affect the validity of any access and use right which is subject to this Agreement. Customer consents to this suspension and termination right and acknowledges and agrees that iManage shall have no liability to Customer of any kind with respect to any such suspension or termination. Customer’s sole recourse with respect to any such suspension or termination shall be against Partner.

5. Intellectual Property Rights.

5.1 Services and Documentation. All right, title, and interest in and to the Services, the iManage Software, and Documentation, including all Intellectual Property Rights therein, are and will remain with iManage. Customer has no right, license, or authorization with respect to any of the Services or Documentation except as expressly set 193
5 forth in Section 3.1, in each case subject to Section 3.2. All other rights in and to the Services, the iManage Software, and Documentation are expressly reserved by iManage.

5.2 Customer Data. As between Customer and iManage, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto.

6. Confidentiality and Security.

6.1 Confidential Information. In connection with this Agreement, each Party or one of its Affiliates (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party or one of its Affiliates (as the “Receiving Party”) (including Confidential Information that might be disclosed through, or to, a Partner). Subject to Section 6.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) disclosed, or made available, by a Party, or on behalf of a Party, to the other Party that is identified as confidential at time of disclosure or is disclosed, or made available, under circumstances that would reasonably indicate confidential treatment, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, (a) all Customer Data, Professional Services Data and Support Data is and will remain the Confidential Information of Customer, (b) the Services, iManage Software and Documentation are and will remain the Confidential Information of iManage and (c) the terms and existence of this Agreement are Confidential Information of each Party with respect to the other.

6.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

6.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted by and subject to its compliance with Section 6.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 6.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 6.3;
(c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care: (i) with respect to trade secrets, for so long as such trade secrets qualify as trade secrets under applicable Law, (ii) with respect to Customer Data, in perpetuity, and (iii) with respect to all other Confidential Information, for five (5) years from the date of receipt or for such period as the information remains confidential, whichever is longer; and
(d) ensure its Representatives’ compliance with and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 6.

6.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law or a Regulator to disclose any Confidential Information then, to the extent permitted by applicable Law or such Regulator, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can oppose such disclosure, seek a protective order or other limitation on disclosure, or waive its rights under Section 6.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or the Receiving Party, after providing the notice and assistance required under this Section 6.4, remains required by Law or such Regulator to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the 194
6 Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

6.5 Additional iManage Obligations Regarding Law Enforcement. iManage will not disclose or provide access to any Confidential Information to law enforcement unless required by Law. If law enforcement contacts iManage with a demand for Confidential Information, iManage will attempt to redirect the law enforcement agency to request that data directly from Customer. If compelled to disclose or provide access to any Confidential Information to law enforcement, iManage will, to the extent permitted by applicable Law or the applicable law enforcement agency, (a) promptly notify Customer and provide a copy of the demand; (b) assess the legitimacy of any request, including the identity of the sender; (c) submit any clarifications necessary to understand the scope of the disclosure request; and (d) oppose any blanket disclosure requests. iManage will not provide any law enforcement agency with: (1) blanket or unfettered access to Confidential Information; (2) platform encryption keys used to secure Customer Data or the ability to break such encryption; or (3) access to Confidential Information if iManage is aware that the data is to be used for purposes other than those stated in the third party’s request. In support of the above, iManage may provide Customer’s basic contact information to the law enforcement agency.

6.6 Security. During the Agreement Term (as defined in Section 7.1), iManage will maintain commercially reasonable technical and organizational measures, including disaster recovery and business continuity procedures, designed to: (a) ensure the security and integrity of Customer Data, and (b) protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data. Such security safeguards and measures applicable to Customer Data are further described in Exhibit B. Customer is solely responsible for making an independent determination as to whether the technical and organizational measures meet Customer’s requirements.

7. Term and Termination.

7.1 Agreement Term. This Agreement shall commence on the first Order Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue for as long as there is an Order in effect (the “Agreement Term”).

7.2 Order Initial Term. The initial term of an Order commences upon the applicable subscription start date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue for the initial term as set forth in the Order (the “Order Initial Term”).

7.3 Order Renewal Term. Unless otherwise expressly agreed in the applicable Order, each Order will automatically renew for additional successive one-year terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each, an “Order Renewal Term”).

7.4 Termination. In addition to any other express termination right set forth elsewhere in this Agreement, either Party may terminate this Agreement or an Order, effective on written notice to the other Party, if the other Party materially breaches this Agreement or that Order, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach with specific reference to the non-breaching Party’s right of termination under this Section

7.4. Termination of an Order shall not result in the automatic termination of any other Orders in existence.

7.5 Effect of Expiration or Termination. Upon any expiration or termination of this Agreement or an Order, as applicable, except as expressly otherwise provided in this Agreement:
(a) all rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate;
(b) Customer shall cease all use of any Services, iManage Software, and Documentation, and (i) promptly return to iManage or, at iManage’s written request, destroy all documents and tangible materials containing, reflecting, incorporating, or based on any Documentation or iManage Confidential Information, and (ii) permanently erase all iManage Software, Documentation and iManage Confidential Information from all systems Customer directly or indirectly controls;
(c) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information, in its then current state and solely to the extent and for so long as required by applicable Law; (ii) the Receiving Party also may retain the Disclosing Party’s Confidential Information in its backups and disaster recovery systems until such Confidential Information is deleted or otherwise remediated in the ordinary course of 195
7 business (not to exceed 180 days); and (iii) all information and materials described in this Section 7.5(c) will remain subject to all confidentiality, security and other applicable requirements of this Agreement; (d) if Customer properly terminates this Agreement or an Order, Customer will be relieved of any obligation to pay any applicable Fees attributable to the period after the effective date of such termination and iManage will: (i) refund to Customer all Fees paid in advance for Services that iManage has not performed as of the effective date of termination and (ii) pay to Customer any unpaid Service Credit (as defined in Exhibit A) to which Customer is entitled (for the avoidance of doubt, the termination of an Order shall not affect the Customer’s obligation to pay Fees in respect of any other Orders which continue in existence); and (e) if iManage properly terminates this Agreement or an Order, all Fees that would have become payable had this Agreement remained in effect until expiration of the applicable Order Term will become immediately due and payable, and Customer shall pay such Fees, together with previously accrued but not yet paid Fees, on receipt of iManage’s invoice therefor.

7.6 Surviving Terms. Each provision of this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any termination or expiration of this Agreement.

8. Representations and Warranties.

8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:
(a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such Party; and
(d) this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

8.2 Compliance with Laws.
(a) iManage. iManage will comply with all Laws applicable to its obligations hereunder in providing the Services.

However, iManage is not responsible for compliance with any Laws or regulations applicable to Customer or Customer’s industry that are not generally applicable to information technology service providers. iManage does not determine whether Customer Data includes information subject to any specific Law or regulation. (b) Customer. Customer must comply with all Laws applicable to its use of the Services. Customer is responsible for maintaining privacy protections and security measures for components that Customer provides or controls, and for using the Services in a manner consistent with Customer’s legal and regulatory obligations. Customer is responsible for responding to any request from a third party regarding Customer’s use of the Services.

8.3 Additional iManage Representations, Warranties and Covenants. iManage represents, warrants and covenants to Customer, during the Agreement Term, that (a) iManage will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement, (b) the Cloud Services are and will remain free of Harmful Code, and (c) the Cloud Services will perform substantially in accordance with the functions specified in the Documentation when under use by Authorized Users in a manner that conforms to the terms and conditions of this Agreement and the Documentation. The warranties set forth herein are made to and for the benefit of Customer only.

8.4 Additional Customer Representations, Warranties and Covenants. Customer represents, warrants and covenants to iManage, during the Agreement Term, that (a) Customer is responsible for use of the Services by Authorized Users, and for ensuring that Authorized Users comply with the terms of this Agreement, (b) Customer owns or otherwise has and will have the necessary rights and consents in and relating to Customer Data as necessary in order to grant the rights to iManage contemplated by this Agreement, and (c) iManage’s Processing (as defined below) of Customer Data in accordance with the terms hereof does not, and will not, cause iManage to suffer any liability for violation of a third party’s rights, or violation of any applicable Law.

8.5 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES, IMANAGE SOFTWARE, AND DOCUMENTATION ARE PROVIDED “AS IS”

AND IMANAGE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR

OTHER, AND IMANAGE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, 196
8 FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE

FOREGOING, IMANAGE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, IMANAGE

SOFTWARE OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL

OPERATE WITHOUT INTERRUPTION, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR

OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION, OR BE ERROR FREE.

9. Indemnification.

9.1 iManage Indemnification. iManage shall indemnify, defend, and hold harmless Customer from and against Losses incurred by Customer arising out of or relating to any Action by a third party (other than an Affiliate of Customer) to the extent that such Losses arise from use of the Services, the iManage Software and Documentation (excluding Customer Data) in compliance with this Agreement that infringes an Intellectual Property Right of such third party. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any:
(a) access to or use of the Services, the iManage Software, or Documentation in combination with any hardware, system, software, network or other materials or service not provided or authorized in the Documentation or otherwise in writing by iManage;
(b) modification of the Services, the iManage Software, or Documentation other than: (i) by or on behalf of iManage; or (ii) with iManage’s written approval in accordance with iManage’s written specification; or (c) failure to timely implement any modifications, upgrades, replacements, or enhancements that require Customer action to implement, and are made available to Customer by or on behalf of iManage.

9.2 Customer Indemnification. Customer shall indemnify, defend and hold harmless iManage and its Affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, an “iManage Indemnitee”) from and against Losses incurred by such iManage Indemnitee in connection with any Action by a third party (other than an Affiliate of an iManage Indemnitee) that arises out of or relates to: (a) Customer Data infringing the Intellectual Property Right of such third party; or (b) Customer’s use of the Services in violation of this Agreement or the Documentation.

9.3 Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 9.1 or Section 9.2. The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 9.3 will not relieve the Indemnitor of its obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

9.4 Mitigation. At its option and sole cost and expense, iManage is entitled to mitigate the risk or Losses of any actual or threatened infringement of any third party’s Intellectual Property Right by:
(a) obtaining the right for Customer to continue to use the Services, the iManage Software, and Documentation materially as contemplated by this Agreement;
(b) modifying or replacing the Services, the iManage Software, and Documentation, in whole or in part, to make the Services, the iManage Software, and Documentation (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services, iManage Software, and Documentation, as applicable, under this Agreement; or (c) if options (a) or (b) are not commercially reasonable, by written notice to Customer, terminating this Agreement with respect to all or part of the Services, the iManage Software, and Documentation, requiring Customer immediately to cease any use of the Services, iManage Software, and Documentation or any specified part or feature thereof, adjusting Fees going forward, and issuing Customer a refund equal to the balance of any prepaid amount.

9.5 THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND IMANAGE’S SOLE LIABILITY AND

OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY

SUBJECT MATTER HEREOF (INCLUDING THE SERVICES, THE IMANAGE SOFTWARE, AND

DOCUMENTATION) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.
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9 10. Limitations of Liability.

10.1 EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL

EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,

LOSS OF PROFITS, BUSINESS, BUSINESS OPPORTUNITIES, REPUTATION, TURNOVER OR REVENUE,

LOSS OF ANTICIPATED SAVINGS OR WASTED EXPENDITURE (INCLUDING MANAGEMENT TIME), LOSS,

OR LIABILITY UNDER OR IN RELATION TO ANY OTHER CONTRACT, OR LOSS OF GOODWILL, IN EACH

CASE, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION,

CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10.2 CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL

THE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT

OR ITS SUBJECT MATTER, INCLUDING ANY ORDERS, UNDER ANY LEGAL OR EQUITABLE THEORY,

INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND

OTHERWISE, EXCEED THE GREATER OF (A) THE VALUE OF ALL AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE ACT OR OMISSION ALLEGED TO GIVE RISE TO SUCH LIABILITY, OR (B) $50,000 USD. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

THE LIMITATIONS OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO EITHER PARTY AND THEIR RESPECTIVE AFFILIATES AND SHALL NOT BE CUMULATIVE. THE EXCLUSIONS AND

LIMITATIONS IN THIS SECTION SHALL NOT LIMIT OR OTHERWISE RELIEVE CUSTOMER OF ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR AN APPLICABLE ORDER.

10.3 Exceptions. The exclusions and limitations in Section 10.1 and Section 10.2 do not apply to: (a) fraud or fraudulent misrepresentation of either Party, (b) the liability of either Party for the indemnities set out in Section 9 (Indemnification), (c) negligence of either Party causing death or personal injury, or (d) liability for willful misconduct.

11. Force Majeure.

11.1 No Breach or Default. In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing this Agreement, except for any payment obligation, when and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake, explosion, other catastrophes, such as epidemics, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances (other than within iManage), passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either Party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more.

11.2 Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

12. Miscellaneous.

12.1 Export Compliance. The Services and other technology iManage makes available, and derivatives thereof, may be subject to export Laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use any Service in a U.S. embargoed country or in violation of any U.S. export law or regulation.

12.2 Further Assurances. Upon a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.

12.3 Contractual Relationship. The Parties are entering into this Agreement as independent contracting parties. Neither Party will have, or hold itself out as having, any right or authority to incur any obligation on behalf of the other Party. This Agreement will not be construed to create an association, joint venture, or partnership between the Parties or to impose any partnership liability upon either Party. 198
10 12.4 Marketing. Customer agrees that iManage may include Customer’s name and logo on iManage’s website and in iManage’s list of customers, press releases and other promotional materials.

12.5 Notices. Any notice or other communication under this Agreement given by a Party to the other Party will be in writing and will be effective upon delivery as follows: (i) if to Customer, (1) when delivered via registered mail, return receipt requested, to the address specified in an Order; or (2) when sent via email to the email address specified in an Order or otherwise on record for Customer; and (ii) if to iManage, when sent via email to [email protected], with a duplicate copy sent via registered mail, return receipt requested, to: Attn: Legal Department, iManage LLC, 71 South Wacker Drive, Suite 400, Chicago, IL, 60606, (or such subsequent address found on https://imanage.com/contact-us/). Any such notice, in either case, must specifically reference that it is a notice given under this Agreement. iManage may provide Customer with information and notices about the Cloud Services electronically, including via email, through the portal for the Cloud Services, or through a web site that iManage identifies, which has a mechanism allowing Customer to subscribe to receive such notifications via email. Notice is given as of the date it is made available by iManage. It is Customer’s sole responsibility to ensure that Customer’s administrators maintain accurate contact information on the iManage support website found at https://help.imanage.com.

12.6 Interpretation. For purposes of this Agreement: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth herein.

12.7 Headings. The headings herein are for reference only and do not affect the interpretation of this Agreement.

12.8 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, schedules, attachments, and appendices (other than an exception expressly set forth as such therein) and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, the exhibits to this Agreement; (b) second, the main body of this Agreement; and (c) third, any other documents incorporated herein by reference.

12.9 Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (together with all Orders), without the other Party’s consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other Party, then such other Party may terminate this Agreement upon written notice. In the event of such a termination, iManage will refund to Customer the balance of any prepaid amount. Any purported assignment, delegation, or transfer in violation of this Section

12.9 is void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

12.10 No Third-party Beneficiaries. Subject to Section 9, this Agreement is for the sole benefit of the Parties and their respective permitted successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other entity or natural person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

12.11 Modification, Amendment and Waiver. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted.

12.12 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate 199
11 or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.

12.13 iManage Entity, Applicable Law, and Venue.
(a) The iManage entity entering into this Agreement depends on the billing address of Customer set forth in the applicable Order. If the billing address is located in Europe, the Middle East or Africa, the iManage entity entering into this Agreement is iManage EMEA Limited, a private limited company registered in England and Wales. If the billing address is located in any other region, the iManage entity entering into this Agreement is iManage LLC, a Delaware limited liability company.
(b) This Agreement shall be governed by and construed in accordance with the Laws as set forth in the table below, without giving effect to conflict of law or choice of law principles. Any and all actions, suits or judicial proceedings upon any claim arising from or relating to this Agreement shall be instituted and maintained in the city, state, territory, or province, as applicable, set forth in the table below. If either Party may file an action, suit or judicial proceeding in a federal court, such action, suit, or judicial proceeding shall be in a federal court seated in the state, territory, or province, as applicable, as set forth in the table below. This choice of jurisdiction does not prevent either Party from seeking injunctive relief with respect to a violation of Intellectual Property Rights.

If Customer is domiciled in: The governing Law is: Venue lies exclusively in courts sitting in:

The United States of America,
Mexico, or a country in Central or
South America or the Caribbean
Illinois and controlling
United States federal law
Chicago, Illinois, USA
A country in Europe, the Middle
East, or Africa
England London, England
United Kingdom England London, England
Canada Ontario and controlling
Canadian federal law
Toronto, Ontario, Canada
Japan Japan Tokyo, Japan
A country in Asia or the Pacific
region, other than Japan,
Australia, or New Zealand
Singapore (as described in
Section 12.13(c))
Singapore (as described in Section

12.13(c))
Australia or New Zealand New South Wales, Australia
and controlling Australian
federal law
New South Wales, Australia
(c) If Customer’s principal place of business is in a country in Asia or the Pacific region, other than Japan, Australia or New Zealand, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre, which rules are deemed to be incorporated by reference into this subsection. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The decision of the arbitrator shall be final, binding, and incontestable and may be used as a basis for judgment thereon in the above-named countries or elsewhere. To the maximum extent permitted by applicable Law, the Parties waive their right to any form of appeal or other similar recourse to a court of law.

12.14 Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

12.15 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer only, Section 3.1 or Section 3.2, may cause the 200
12 other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at Law, in equity or otherwise.

12.16 Anti-Corruption. Each Party agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other Party’s employees, agents, or subcontractors in connection with this Agreement. Each Party will use reasonable efforts promptly to notify the other Party should such Party learn of any violation of this restriction.

12.17 Government Users. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Cloud Services constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. § 2.101 and are being licensed to U.S. government user as commercial computer software subject to the restricted rights described in 48 C.F.R. §§ 2.101 and 12.212.

12.18 Feedback. iManage welcomes suggestions, comments, and other feedback on the Services (“Feedback”) from all of its customers, as it helps iManage to improve its products and services. If Customer provides iManage with Feedback, Customer agrees that: (a) iManage is not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to Customer or any third party and Customer has all of the necessary rights to disclose the Feedback to iManage; (c) iManage may freely use Feedback without any restrictions; and (d) Customer is not entitled to receive any compensation or reimbursement of any kind for Feedback.

13. Support Services.

13.1 Support Services. The Services include the Support Services as defined as Cloud Services Care and described in the Support Services Terms then in effect, available at:
https://support.imanage.com/worksite/iManage_Maintenance_Terms.pdf (the “Support Services Terms”). iManage may amend the Support Services Terms from time to time in its sole discretion; provided that, no such modification will materially degrade the level of service or other benefits provided to Customer under the version of the Support Services Terms in place as of the date of this Agreement, unless such modification has been agreed upon in writing by Customer. In the event the Support Services Terms contain an equivalent term as that in this Agreement, or there is a conflict between a term in the Support Services Terms and this Agreement, the terms in this Agreement shall prevail.

If the Cloud Services are subscribed to through a Partner that is authorized to provide Support Services, the Partner will provide details on the Support Services. In such a situation, the Support Services may be performed by the Partner or its designee, which, in some cases, may be iManage.

Notwithstanding the foregoing, with regard to the Cloud Service known as Closing Folders, iManage will provide Customer with general technical support services to help Customer troubleshoot any technical questions or issues Customer encounters with Closing Folders. iManage will also provide Customer with access to the knowledge base and other technical resources at https://help.closingfolders.com/hc/en-us or such other website as notified to Customer from time to time.

13.2 Support Data; Ownership. Support Data will be used only to provide Support Services. iManage will not use Support Data or derive information from it for any advertising or similar commercial purposes. iManage will delete or return all copies of Support Data after the business purposes for which the Support Data was collected or transferred have been fulfilled or earlier upon Customer’s request unless applicable Law requires storage of the Support Data. As between the Parties, Customer retains all right, title, and interest in and to Support Data. iManage acquires no rights in Support Data, other than the rights Customer grants to iManage to provide the Support Services. Customer agrees not to provide any Support Data to iManage to which regulations under FERPA (as defined below) or HIPAA (as defined below) would apply.

14. Professional Services.

14.1 Professional Services. iManage shall provide the Professional Services to Customer as described in an accompanying SOW. In the event of any inconsistencies between this Agreement and a SOW issued under this Agreement, the terms of this Agreement shall take precedence (other than an exception expressly set forth as such in the SOW). To the extent payment terms are not specified in the SOW, the payment terms in this Agreement shall apply.
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13 14.2 License for Deliverables. Upon Customer’s payment of fees due under an applicable SOW, iManage grants Customer a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to copy, maintain, use and run (as applicable), solely for Customer’s internal business purposes associated with Customer’s use of the Cloud Services and the iManage Software, all documents, work product and other materials (excluding without limitation computer code, algorithms and machine learning models) that are prepared by iManage for Customer pursuant to an applicable SOW (“Deliverables”). iManage retains all ownership rights in the Deliverables.

14.3 Representation and Warranty. iManage shall perform the Professional Services pursuant to Section 8.3.

Customer acknowledges that iManage’s ability to successfully perform the Professional Services is dependent upon Customer’s provision of timely information, access to resources, and participation. If through no fault or delay of Customer, the Professional Services do not conform to the foregoing warranty, and Customer notifies iManage within sixty (60) days of iManage’s delivery of the Professional Services, iManage will either re-perform the non-conforming portions of the Professional Services at no cost to Customer or waive or return, as applicable, any Fees owed or paid for the non-conforming portions of the Professional Services as Customer’s sole remedy for breach of this Professional Services warranty.

14.4 THE REMEDIES SET FORTH IN SECTION 14.3 SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND IMANAGE’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 14.3.

14.5 Professional Services Data; Ownership. Professional Services Data will be used only to provide Professional Services. iManage will not use Professional Services Data or derive information from it for any advertising or similar commercial purposes. iManage will delete or return all copies of Professional Services Data after the business purposes for which the Professional Services Data was collected or transferred have been fulfilled or earlier upon Customer’s request unless applicable Law requires storage of the Professional Services Data. As between the Parties, Customer retains all right, title, and interest in and to Professional Services Data. iManage acquires no rights in Professional Services Data, other than the rights Customer grants to iManage to provide the Professional Services to Customer. Customer agrees not to provide any Professional Services Data to iManage to which regulations under FERPA or HIPAA would apply.
202
14 Exhibit A
Service Level Agreement
1) Service Levels. iManage will make the Cloud Services available for access and use by Customer and its Authorized Users in each Region (as defined below) (“Available” and “Unavailable” will be interpreted accordingly) at least 99.9% of the time as measured over the course of each calendar month during the applicable Order Term, excluding unavailability of the Cloud Services due to Scheduled Downtime (as defined in paragraph (6) below) or any of the Exceptions (as defined below).
“Exceptions” mean performance or availability issues: (a) due to a Force Majeure Event; (b) that result from the use of services, hardware, or software not provided by iManage, including issues resulting from inadequate bandwidth or related to third-party software or services; (c) caused by software that is not being run by iManage itself as part of the Cloud Services; (d) during or with respect to beta or trial versions of the Cloud Services, features or software; (e) that result from Customer’s unauthorized action or lack of action when required, or from Customer’s employees, agents, contractors, or vendors, or anyone gaining access to iManage’s network by means of Customer passwords or equipment, or otherwise resulting from Customer’s failure to follow appropriate security practices; or (f) that result from Customer’s failure to adhere to any required configurations, use supported platforms, or follow any policies for acceptable use, or from Customer’s use of the Cloud Services in a manner inconsistent with the features and functionality of the Cloud Services (for example, attempts to perform operations that are not supported) or inconsistent with the Documentation.
“Region” means the applicable region(s) accommodating the data center(s) from which the Cloud Services are provisioned, as detailed in the relevant Order.

Availability of the Cloud Services shall be calculated on a per Region basis, as follows:
[(
𝑡𝑜𝑡𝑎𝑙 − 𝑛𝑜𝑛𝑒𝑥𝑐𝑙𝑢𝑑𝑒𝑑 − 𝑒𝑥𝑐𝑙𝑢𝑑𝑒𝑑
𝑡𝑜𝑡𝑎𝑙 − 𝑒𝑥𝑐𝑙𝑢𝑑𝑒𝑑 ) × 100]
Where:
• total means the total number of minutes in the calendar month in the applicable Region; • nonexcluded means the total number of minutes in the calendar month where the Cloud Services is Unavailable in the applicable Region, excluding Unavailability of the Cloud Services due to Scheduled Downtime or any of the Exceptions; and
• excluded means the total number of minutes in the calendar month where the Cloud Services is Unavailable in the applicable Region due to Scheduled Downtime or any of the Exceptions.

The service levels and Service Credits set forth in this Exhibit A do not apply to on-premises software licensed as part of Customer’s subscription.
2) Claims.
a) In order for iManage to consider a claim for Service Credit, Customer must submit the claim to iManage customer support including all information necessary for iManage to validate the claim, including: (i) the affected Region; (ii) a detailed description of the incident; (iii) information regarding the time and duration of the downtime; (iv) the number and location(s) of affected Authorized Users (if applicable); and (v) descriptions of attempts to resolve the incident at the time of occurrence.
b) iManage must receive the claim by the end of the calendar month following the month in which the incident occurred. For example, if the incident occurred on February 15th, iManage must receive the claim and all required information by March 31st.
c) iManage will evaluate all information reasonably available to iManage and make a good faith determination of whether a Service Credit is owed. iManage will use commercially reasonable efforts to process claims during the subsequent month and within thirty (30) days of receipt. Customer must be in compliance with this Agreement in order to be eligible for a Service Credit.
3) Service Credits.
a) If iManage determines that a Service Credit is owed to Customer pursuant to paragraph (2) above, iManage shall apply the Service Credit to Customer as set forth in the table below (each, a “Service Credit”). Service Credits are awarded on a per Region basis. Where fees for the Cloud Services are not allocated on a per Region basis in the relevant Order, the Service Credit shall be calculated by dividing the total monthly fee (or 1/12th of the total annual subscription fee, as applicable) by the number of Regions. For the avoidance of doubt, 203
15 Unavailability of the Cloud Services in one Region will not result in Service Credits being awarded in respect of any other Region where the Cloud Services are Available.

Service Level Service Credit (% of 1/12th of the
annual subscription fee, for the
affected Region)
Less than 99.9% but
not less than 99.0%
10%
Less than 99.0% but
not less than 98.0%
25%
Less than 98.0% but
not less than 95.0%
50%
Less than 95.0% 100%
b) Subject to paragraph (4) below, Service Credits are Customer’s sole and exclusive remedy for any availability issues under this Agreement. Customer may not unilaterally offset for any performance or availability issues. c) Service Credits apply only to Fees paid for the particular Cloud Service for which the service level has not been met. The Service Credits awarded with respect to any billing month, for the affected Region, will not, under any circumstance, exceed the Fees for the particular Cloud Service in such billing month for that Region. 4) Termination. Customer may terminate this Agreement, effective on written notice to iManage, in the event the Cloud Services are Available less than 99.0% in any three months, in the same Region, during any consecutive six (6) month period. In such an event, iManage will issue Customer a refund equal to the balance of any prepaid amount. 5) Service Monitoring, Management and Reporting. iManage shall continuously monitor and manage the Cloud Services.

Customer may subscribe to Cloud Services notifications and, during the applicable Order Term, iManage will provide such notifications when an issue begins, while the issue is ongoing and when the issue has been resolved. Additionally, iManage publishes Availability reports on the iManage Data Center Alerts page of the iManage support website found at https://help.imanage.com and Customer may subscribe to receive a notification when such reports are published. 6) Scheduled Downtime. iManage reserves the right to schedule downtime for routine maintenance of the Cloud Services in each Region (“Scheduled Downtime”). iManage shall use commercially reasonable efforts to provide prior notice to Customer at least seven (7) calendar days before any Scheduled Downtime. 7) Emergency Maintenance. iManage reserves the right to perform emergency maintenance services at any time and without prior notice to Customer; provided that, iManage will use commercially reasonable efforts to provide prior notice to Customer. For the sake of clarity, emergency maintenance shall not be considered an Exception. 8) Pre-Production, Development, Testing and Similar Environments. The service levels and Service Credits set forth in this Exhibit A do not apply to Customer’s pre-production, development, testing, or similar environments. 9) Previews, Proof-of-Concepts and Trials. Previews, proof-of-concepts, and trials ARE PROVIDED “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE,” as described herein. The service levels and Service Credits set forth in this Exhibit A do not apply to previews, proof-of-concepts, or trials. iManage may change or discontinue previews at any time without notice. iManage may also choose not to make a preview generally commercially available. 204
16 Exhibit B
General Security Exhibit
1) Purpose. This Exhibit B summarizes the technical and organizational measures that iManage has implemented to protect Customer Data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, which are iManage’s only responsibility with respect to the security of Customer Data. iManage may adapt such measures from time to time, for example, as a result of the development of regulations, technology, and other industry considerations.
2) Information Security Management. iManage has appointed one or more security officers responsible for coordinating and monitoring security rules and procedures. iManage maintains an information security program designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. The information security program may be updated from time to time based on changes in applicable legal and regulatory requirements, best practices and industry standards related to privacy and data security. 3) Standards. iManage uses commercially reasonable and appropriate methods and safeguards to protect the confidentiality, availability, and integrity of Customer Data. iManage adheres, and at all times will adhere, to information security practices at least as protective of Customer Data as identified in ISO 27001 and ISO 27017 (or substantially equivalent or replacement standards) or other generally accepted authoritative standards (e.g., SSAE 16, SOC2). 4) iManage Personnel. iManage maintains written policies and procedures that address the roles and responsibilities of iManage Personnel, including both technical and non-technical personnel, who have access to Customer Data in connection with providing the Cloud Services. All iManage Personnel with access to Customer Data receive annual training. iManage ensures that access rights are revoked for all iManage Personnel immediately upon the termination of their employment, contractual or other relationships with iManage. 5) Information Security Infrastructure.
a) Asset Inventory. iManage maintains inventories of all media on which Customer Data is stored. Access to such inventories is restricted to authorized iManage Personnel. b) Access Controls for iManage Personnel.
i) Access Policy. iManage enforces an access control policy (physical, technical, and administrative) based on least privileges principles.
ii) Access Authorization.
(1) iManage maintains an authorization management system designed to ensure that only authorized iManage Personnel (technical and non-technical) are granted access to systems containing Customer Data. (2) All iManage Personnel accessing systems containing Customer Data have a separate, unique username.

Deactivated and expired usernames are not recycled or otherwise granted to other individuals. (3) iManage restricts access to Customer Data solely to iManage Personnel who have a need to access Customer Data in connection with the Cloud Services or as otherwise required by applicable Law. iii) Authentication.
(1) iManage uses industry standard practices, including strong authentication, to identify and authenticate all iManage Personnel who attempt to access iManage network or information systems. (2) Where authentication credentials of iManage Personnel are based on passwords, iManage requires that such passwords meet minimum requirements for length and complexity. iManage maintains practices designed to ensure the confidentiality and integrity of passwords when assigned, distributed, and stored. (3) Accounts of iManage Personnel are locked out in case of repeated attempts to gain access to the information system using an invalid password.
c) Encryption. iManage encrypts Customer Data at rest within the Cloud Services using ciphers at least as strong as 256-bit AES. Customer Data in transit to and from the Cloud Services is transferred to/from the Cloud Services across encrypted network connections and/or protocols (i.e., HTTPS and/or VPN). Backups of Customer Data are encrypted and stored in a secondary data center.
d) Encryption with Customer Key. Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key created or maintained solely by Customer (such as the private key in a public-private pair), or where unavailability of any encryption key is caused by an act or omission of Customer or any Authorized User.
205
17 e) Network and Host Security.
i) Network Security. iManage utilizes an enterprise-class security information and event management (SIEM) system and maintains firewalls and other control measures (e.g., security appliances, network segmentation) to provide reasonable assurance that access from and to its networks is appropriately controlled. ii) Security Updates. iManage uses commercially reasonable efforts to ensure that the Cloud Services operating systems and applications that are associated with Customer Data are patched and otherwise secured to mitigate the likelihood and impact of security vulnerabilities in accordance with iManage’s patch management processes and within a reasonable time after iManage has actual or constructive knowledge of any critical or high-risk security vulnerabilities. iManage conducts vulnerability testing on a monthly basis. iii) Malicious Software. iManage maintains anti-malware controls to help prevent malicious software from causing accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data. f) Physical Security.
i) iManage maintains physical security safeguards at any facilities where iManage hosts Customer Data. Physical access to such facilities is only granted following a formal authorization procedure and access rights are reviewed periodically.
ii) Such facilities are rated as Tier 3 data centers or greater, and access to such facilities must be limited to identified and authorized individuals. Such facilities use a variety of industry standard systems to protect against loss of data due to power supply failure, fire, and other natural hazards. g) Backups. iManage provides 24/7 managed backup services that include Customer Data stored in the primary site backed up on at least a daily basis to a secondary site. iManage provides backup services for all components of the solution included in the Cloud Services. Backups are maintained for a period of ninety (90) days in the primary data center, and ninety (90) days in the secondary data center. Notwithstanding the foregoing, the Cloud Service known as Closing Folders only maintains backups for thirty (30) days. h) Data Management. iManage maintains commercially reasonable controls for information governance and data management in connection with the Cloud Services. iManage destroys, deletes, or otherwise makes irrecoverable Customer Data upon the disposal or removal of storage media. Customer Data for each Customer is logically separated from data of other iManage customers.
6) Independent Assessments. On an annual basis, iManage has an independent third-party organization conduct an independent assessment of the standards set forth in paragraph (3) of this Exhibit B. Additionally, iManage undergoes penetration testing, conducted by an independent third-party organization, on an annual basis. Upon Customer’s request (not more than one time per calendar year), and subject to the confidentiality and non-disclosure obligations set forth in this Agreement, iManage shall make available to Customer information regarding iManage’s compliance with the obligations set forth in this Agreement in the form of iManage’s ISO 27001 certification and/or SOC 2 or SOC 3 reports.
7) Business Continuity and Disaster Recovery. iManage maintains a business continuity plan that is compliant with ISO 22301. iManage also maintains disaster recovery capabilities designed to minimize disruption to the Cloud Services.

Included within these plans is disaster recovery incident management, procedures for the recovery of access to Customer Data in the secondary data center, as well as the periodic testing/exercising of the disaster recovery plan. 8) Customer’s Responsibility. Notwithstanding anything contained in this Exhibit B, Customer understands and acknowledges that Customer is solely responsible for implementing and maintaining appropriate security measures for all systems within Customer’s control. Failure to maintain appropriate security measures by Customer may relieve iManage for any Security Incident (as defined in Exhibit C), if such Security Incident was a result of Customer’s failure. 206
18 Exhibit C
Data Protection Agreement
The Parties agree that this DPA sets forth their obligations with respect to the Processing of Customer Data and Personal Data.

1. Definitions.
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations and any amendments thereto.
“Controller” means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data; where the purposes and means of such Processing are determined by Law, the Controller or the specific criteria for its nomination may be provided for by such Law.
“Data Importer” and “Data Exporter” have the meanings set forth in the Standard Contractual Clauses, in each case irrespective of whether such Standard Contractual Clauses, European Data Protection Legislation or Non-European Data Protection Legislation applies.
“Data Protection Legislation” means, as applicable, (a) European Data Protection Legislation, and (b) NonEuropean Data Protection Legislation, which applies to the Processing of Personal Data. “Data Subject” means an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. “European Data Protection Legislation” means, as applicable, data protection and privacy legislation in force inside the European Economic Area, including the General Data Protection Regulation and any national Laws implementing such legislation.
“General Data Protection Regulation” or “GDPR” means Regulation (EU) 2016/679 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data. “Non-European Data Protection Legislation” means data protection or privacy legislation in force outside the European Economic Area, including without limitation such legislation as is in force in the United States (including the CCPA and other federal and state Laws, as applicable), UK (including the UK GDPR and national implementing legislation), Brazil, Canada, Australia, Switzerland, and Singapore. “Personal Data” means any information Processed by iManage that relates to a Data Subject and is obtained as either Customer Data, Professional Services Data, or Support Data. “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. “Process” and “Processed” have correlative meanings.
“Processor” means a natural or legal person, public authority, agency, or other body that Processes Personal Data on behalf of a Controller.
“Pseudonymization” means the Processing of Personal Data in such a manner that the Personal Data can no longer be attributed to a specific Data Subject without the use of additional information, provided that such additional information is kept separately and is subject to technical and organizational measures to ensure that the Personal Data are not attributed to an identified or identifiable natural person. 207
19 “Standard Contractual Clauses” means as applicable (a) the standard contractual clauses available at https://eurlex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914&from=EN pursuant to the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of Personal Data to third countries pursuant to the GDPR (“EU SCCs”); and (b) the International Data Transfer Addendum to the EU SCCs issued by the Information Commissioner’s Office under S119A(1) of the Data Protection Act available at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transferaddendum.pdf (“UK Addendum”). “Sub-Processor” means other Processors used by iManage to Process Customer Data and Personal Data. “Supervisory Authority” means an independent public authority that has been established by a governmental body and is responsible for monitoring the application of applicable Data Protection Legislation, in order to protect the fundamental rights and freedoms of natural persons in relation to Processing and to facilitate the free flow of Personal Data.
“UK GDPR” means the GDPR as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

2. Roles and Scope.

2.1 This DPA only applies to the Processing of Customer Data and Personal Data by iManage on behalf of Customer pursuant to the Agreement.

2.2 Customer and iManage agree that with respect to Personal Data, Customer is the Controller of such Personal Data and iManage is a Processor of such Personal Data, except when Customer acts as a Processor or SubProcessor of such Personal Data, in which case iManage is a Sub-Processor of such Personal Data. Nothing in the preceding sentence alters the obligations of either iManage or Customer under this DPA, as iManage acts as a Processor with respect to Customer in all events. In any instance where the Customer is a Processor or SubProcessor, Customer warrants to iManage that Customer’s instructions, including appointment of iManage as a Processor or sub-Processor, have been authorized by the relevant Controller.

2.3 This DPA does not limit or reduce any data protection commitments iManage makes to Customer in the Agreement.

2.4 Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the Processing of its Customer Data and Personal Data as well as the risks to individuals) the security practices and policies implemented and maintained by iManage provide a level of security appropriate to the risk with respect to its Customer Data and Personal Data.

3. Details of the Processing.

3.1 Data Subjects. The categories of Data Subjects whose Personal Data may be Processed in connection with the Services are determined and controlled by Customer in its sole discretion and may include but are not limited to:

Customer’s representatives and end users, such as employees, contractors, collaborators, clients, prospects, and customers; and employees or contractors of Customer’s clients, prospects, and customers.

3.2 Categories of Personal Data. The categories of Personal Data to be Processed in connection with the Services are determined by Customer in its sole discretion and may include but are not limited to: first and last name, employer, role, professional title, and contact information (e.g., email, phone numbers, and physical address).

3.3 Special Categories of Personal Data. Special categories of Personal Data, if any, to be Processed in connection with the Services are determined by Customer in its sole discretion and may include, but are not limited to, information revealing racial or ethnic origin; political, religious, or philosophical beliefs; trade union membership; or health data.

3.4 Processing Operations. iManage will Process Customer Data and Personal Data only as described and subject to the limitations herein (a) to provide Customer the Services in accordance with the Documented Instructions (as defined below), and (b) for business operations incidental to providing the Services to Customer, which may include (i) delivering functional capabilities as licensed, configured, and used by Customer and its Authorized Users, (ii) preventing, detecting, and repairing problems, including Security Incidents (as defined below), and (iii) providing technical support, professional planning, advice, guidance, data migration, deployment, and solution/software development services.

4. Obligations of iManage.
208
20 4.1 Processing by iManage shall be governed by the Agreement and this DPA. In particular, iManage shall:
(a) Process Customer Data and Personal Data only on Documented Instructions (as defined below) from Customer, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by applicable Data Protection Legislation; in such a case, iManage shall notify Customer of said legal requirement before Processing, unless said Data Protection Legislation prohibits such notification on important grounds of public interest; (b) inform Customer if, in its opinion, an instruction given by Customer with regard to Processing of Personal Data infringes any applicable Data Protection Legislation; in such a case, iManage may suspend the relevant Processing without penalty or liability until Customer gives iManage relevant written instructions that in iManage’s opinion do not infringe Data Protection Legislation; (c) ensure that persons authorized to Process Customer Data or Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (d) provide periodic and mandatory data privacy and security training and awareness to iManage Personnel with access to Customer Data or Personal Data in accordance with applicable Data Protection Legislation; (e) taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organizational measures designed to ensure a level of security appropriate to the risk, including, those detailed in Exhibit B to the Agreement related to Customer Data and, inter alia, as appropriate:
(1) the Pseudonymization and encryption of Personal Data; (2) the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of Processing systems and services;
(3) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and
(4) a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Processing. (f) in assessing the appropriate level of security for purposes of subparagraph 4.1(e)(4), take account in particular of the risks that are presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data or Personal Data transmitted, stored or otherwise Processed;
(g) take steps to ensure that any natural person acting under the authority of iManage who has access to Customer Data or Personal Data does not Process such Personal Data except on instructions from Customer, unless he or she is required to do so by applicable Data Protection Legislation; and (h) adhere to the conditions set forth in paragraph 6 below for engaging or changing a Sub-Processor.

4.2 The Parties agree that this DPA and the Agreement (including the provision of instructions via configuration tools made available by iManage for the Cloud Services) constitute Customer’s documented instructions regarding iManage’s Processing of Customer Data and Personal Data (“Documented Instructions”). iManage will Process Customer Data and Personal Data only in accordance with Documented Instructions, and for business operations incidental to providing the Services. Customer hereby grants all such rights and permissions in or relating to Customer Data and Personal Data to iManage and its Sub-Processors, as are necessary to perform the Services. iManage will not retain, use, disclose or otherwise Process Customer Data or Personal Data other than for the purposes set out in this DPA and the Agreement. iManage will not derive information from Customer Data or Personal Data for any advertising or similar commercial purposes. In no event will iManage sell Personal Data.

4.3 Additional instructions outside the scope of the Documented Instructions (if any) require prior written agreement between iManage and Customer, including agreement on any additional fees payable by Customer to iManage for carrying out such instructions.

5. Security Incident Management.
(a) Notice. iManage will notify Customer of any breach of security that results in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data or Personal Data while Processed by iManage (a “Security Incident”) without undue delay after becoming aware of the Security Incident and, in any event, within 48 hours of becoming aware of such Security Incident. Notification of a Security Incident will be delivered to one or more of Customer’s administrators by any means iManage selects, including via email. It is Customer’s sole responsibility to ensure Customer’s administrators maintain 209
21 accurate contact information on the iManage support website found at https://help.imanage.com. Customer is solely responsible for complying with its obligations under incident notification Laws applicable to Customer and fulfilling any third-party notification obligations related to any Security Incident. iManage’s obligation to report or respond to a Security Incident is not an acknowledgement by iManage of any fault or liability with respect to the Security Incident. Similarly, Customer’s failure to comply with notification provisions hereunder or otherwise and any liabilities arising therefrom will not be attributed to iManage. (b) In the event of a Security Incident, iManage will (i) investigate the Security Incident; (ii) provide Customer with information about the Security Incident (including, where possible, the nature of the Security Incident, the contact from whom more information can be obtained, and the likely consequences of the Security Incident), which information may be provided in phases as it becomes available; and (iii) take reasonable steps to mitigate the effects of, and to help minimize any damage resulting from, the Security Incident. In the event that a Security Incident was not due to the fault of iManage, iManage will cooperate with Customer with reasonable costs and expenses to be covered by Customer. (c) iManage shall make reasonable efforts to assist Customer in fulfilling Customer’s obligation under GDPR Article 33 or other applicable Data Protection Legislation to notify the relevant Supervisory Authority and Data Subjects about such Security Incident.
(d) Customer must notify iManage promptly about any possible misuse of its accounts or authentication credentials or any potential security incident related to a Cloud Service.

6. Sub-Processors.

6.1 iManage may engage subcontractors and Sub-Processors to provide services on its behalf.

6.2 In addition to iManage’s Affiliates, Customer consents to iManage engaging the Sub-Processors listed at https://support.imanage.com/resources/Subprocessors.htm for the Processing of Customer Data and/or Personal Data in accordance with this DPA. The preceding authorizations will constitute Customer’s prior written consent to the subcontracting by iManage of the Processing of Customer Data and Personal Data if such consent is required.

6.3 Where iManage engages a Sub-Processor for carrying out specific Processing activities on behalf of Customer, the same data protection obligations as set out in this DPA shall be imposed on such Sub-Processor by way of contract or other legal act to the extent required by applicable Data Protection Legislation, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of applicable Data Protection Legislation. Where a Sub-Processor fails to fulfil such data protection obligations, iManage shall remain fully responsible and liable for the performance of such Sub-Processor’s obligations.

6.4 Changes to Sub-Processors.
(a) Unless otherwise agreed by the Parties, at least sixty (60) days before authorizing any new Sub-Processor to access Customer Data or Personal Data, iManage shall provide notice of such change by posting to https://support.imanage.com/resources/Subprocessors.htm, which shall have a mechanism allowing Customer to subscribe to notifications of new Sub-Processors. Within thirty (30) days of such notice being posted, Customer may object to the appointment of an additional Sub-Processor on reasonable grounds, provided in writing to iManage, in which case iManage shall have the right to cure the objection through one of the following options (to be selected at iManage’s sole discretion):
(1) iManage will cancel its planned use of Sub-Processor or will offer an alternative plan to provide the Services without using such Sub-Processor;
(2) iManage will take the corrective steps, if any, identified by Customer in its objection as sufficient to remove Customer’s objection, and proceed to use the Sub-Processor; or (3) iManage may cease to provide, or Customer may agree not to use (temporarily or permanently), the particular aspect of the Services that would involve the use of such Sub-Processor, subject to a mutual agreement of the Parties to adjust the remuneration for the Services considering the reduced scope of the Services.
(b) If none of the above options are reasonably available or the objection otherwise has not been resolved to the mutual satisfaction of the Parties within thirty (30) days after iManage’s receipt of Customer’s objection pursuant to this DPA, either Party may terminate the Agreement and Customer will be entitled to a pro-rata refund for prepaid Fees for Services not performed as of the date of termination.

6.5 Emergency Replacement of a Sub-Processor. iManage may replace a Sub-Processor at any time if the need for the change is urgent and necessary, and the reason for the change is beyond iManage’s reasonable control. In 210
22 such instance, iManage shall notify Customer of the replacement Sub-Processor as soon as reasonably practicable, and Customer shall retain the right to object to the replacement Sub-Processor pursuant to paragraph 6.4 above. Customer will not be entitled to any remuneration or accrue any rights of termination due to the emergency replacement.

7. Cooperation.

7.1 Requests from Data Subjects.
(a) iManage will assist the Customer, in a manner consistent with the functionality or performance of the Services and iManage’s role as a Processor, in respect of any Data Subject requests to exercise one or more of their rights under applicable Data Protection Legislation. To the extent legally permitted, Customer shall be responsible for any costs arising from iManage’s provision of such assistance beyond the existing functionality or performance of the Services.
(b) If iManage receives a request from one of Customer’s Data Subjects to exercise one or more of its rights under applicable Data Protection Legislation, iManage will instruct the Data Subject to make its request directly to Customer. Customer will be responsible for responding to any such request.

7.2 Supervisory Authorities. iManage shall notify Customer without undue delay if a Supervisory Authority makes any inquiry or request for disclosure regarding Personal Data provided by Customer to iManage.

7.3 Other Cooperation. Taking into account the nature of Processing and the information available to iManage, iManage shall provide reasonable assistance to Customer in ensuring compliance with obligations:
(a) to ensure an appropriate level of security;
(b) in cases of a Security Incident, to provide appropriate notifications to Supervisory Authorities and Data Subjects, in accordance with applicable Data Protection Legislation; (c) where required under applicable Data Protection Legislation, to carry out assessments of the impact of envisaged Processing operations on the protection of Personal Data; (d) where required under applicable Data Protection Legislation, to consult with Supervisory Authorities with regard to matters related to such Processing; and
(e) to demonstrate compliance with the obligations concerning Processing of Personal Data carried out on behalf of a Controller and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer pursuant to paragraph 9.1 below.

8. Retention and Deletion of Customer Data and Personal Data.

8.1 Personal Data. Subject to paragraph 8.2, iManage shall delete or return Personal Data in accordance with the mutual agreement of the Parties save to the extent that iManage is required by any applicable Law to retain some or all of the Personal Data. In such event, iManage shall extend the protections of the Agreement and this DPA to such retained Personal Data and limit any further Processing of such Personal Data only to those limited purposes for which, and only for so long as, such retention is required by applicable Law.

8.2 Cloud Services. At all times during the applicable Order Term, Customer shall have the ability to access, extract, and delete Customer Data. iManage will retain Customer Data stored in the Cloud Services for ninety (90) days after expiration or termination of Customer’s subscription so that Customer may extract Customer Data. After said 90-day period ends, iManage will disable Customer’s account and delete all Customer Data (within thirty (30) days) and, where required by Law, shall certify to Customer that it has done so, save to the extent that iManage is required by any applicable Law to retain some or all of such Customer Data. In such event, iManage shall extend the protections of the Agreement and this DPA to such retained Customer Data and limit any further Processing of such Customer Data only to those limited purposes for which, and only for so long as, such retention is required by applicable Law. Nothing contained herein shall require iManage to alter, modify, delete, or destroy backups or other media created in the ordinary course of business for purposes of disaster recovery and business continuity, so long as such backups or other media are kept solely for such purposes and are overwritten, recycled, or otherwise remediated in the ordinary course of business and, in any event, not longer than ninety (90) days after creation. iManage has no liability for the deletion of any data, including Customer Data and Personal Data as described in this paragraph 8.

9. Security Reports, Audits and Records.

9.1 Security Reports and Audits.
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23 (a) To the extent Customer’s audit requirements under the Standard Contractual Clauses or Data Protection Legislation cannot reasonably be satisfied through (i) audit reports provided by iManage, (ii) documentation, or (iii) other compliance information that iManage makes generally available to its customers, iManage will, not more than one time per calendar year, promptly respond to Customer’s audit requests. Before the commencement of an audit, Customer and iManage will mutually agree upon the scope, timing, duration, control and evidence requirements, and fees for the audit, provided that this requirement to agree will not permit iManage to unreasonably delay performance of the audit. To the extent needed to perform the audit, iManage will make the processing systems, facilities and supporting documentation relevant to the Processing of Customer Data and Personal Data by iManage, its Affiliates, and its Sub-Processors (where possible) available. Such an audit will be conducted by an independent, accredited third-party audit firm, during regular business hours, with reasonable advance notice to iManage (not less than twenty days), and subject to reasonable confidentiality and security procedures. Neither Customer nor the auditor shall have access to any data from iManage’s other customers or to iManage systems or facilities not involved in the Services. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time iManage expends for any such audit, in addition to the rates for services performed by iManage. If the audit report generated as a result of Customer’s audit includes any finding of material non-compliance, Customer shall share such audit report with iManage and iManage shall promptly cure any material non-compliance.
(b) If the Standard Contractual Clauses apply, then this paragraph is in addition to Clause 5 paragraph f and Clause 12 paragraph 2 of the Standard Contractual Clauses. Nothing in this paragraph varies or modifies the Standard Contractual Clauses or affects any Supervisory Authority’s or Data Subject’s rights under the Standard Contractual Clauses or Data Protection Legislation.

9.2 Records of Processing Activities. iManage shall maintain, to the extent and in the manner required by applicable Data Protection Legislation, a record of all categories of Processing activities carried out on behalf of Customer and, to the extent applicable to the Processing of Personal Data on behalf of Customer, make such record available to Customer upon request.

10. Obligations of Customer.

10.1 Customer acknowledges that: (a) Customer will comply with all applicable Data Protection Legislation (including its obligations thereunder); (b) Customer is responsible for determining whether the Cloud Services are appropriate for storage and Processing of Customer Data and Personal Data; (c) Customer has the right to transfer, or provide access to, Customer Data and Personal Data to iManage and its Sub-Processors for Processing in accordance with the terms of the Agreement and this DPA; (d) Customer is solely responsible for fulfilling any third-party notification obligations related to a Security Incident; and (e) Customer specifically acknowledges that its use of the Services will not violate the rights of any Data Subject, including, without limitation, those that have opted-out from sales or other disclosures of Personal Data, to the extent applicable under Data Protection Legislation.

10.2 Customer Data Sharing. The Cloud Services may enable Authorized Users to share Customer Data or invite thirdparty users to use and access the Cloud Services. Such third-party users may access, view, download, and share Customer Data. Customer understands and agrees that: (a) it is solely Customer’s and its Authorized Users’ choice to share Customer Data; (b) iManage cannot control third parties with whom Customer or Authorized Users have shared Customer Data; and (c) Customer and/or its Authorized Users are solely responsible for their sharing of any Customer Data through the Cloud Services.

11. Modification, Supplementation, and Term.

11.1 iManage may modify or supplement this DPA, with notice to Customer, (a) if required to do so by a Supervisory Authority or other government or regulatory entity, (b) if necessary to comply with applicable Data Protection Legislation, (c) to implement Standard Contractual Clauses, or (d) to adhere to an approved code of conduct or certification mechanism approved or certified pursuant to Articles 40, 42 and 43 of the GDPR or analogous provisions of other applicable Data Protection Legislation. In the event that such required modification or supplement results in Customer becoming non-compliant with Law that is applicable to Customer, Customer may terminate the Agreement (and any impacted Order(s)), and Customer will be entitled to a pro-rata refund for prepaid Fees for Services not performed as of the date of termination.

11.2 This DPA is effective upon Customer’s use of the Services for which iManage is a Processor or Sub-Processor.

11.3 This DPA shall remain in force as long as iManage Processes Customer Data or Personal Data on behalf of Customer.

12. Transfers of Customer Data and Personal Data and Location. 212
24 12.1 Customer acknowledges that iManage and its Sub-Processors may Process Customer Data and Personal Data in countries that are outside of the European Economic Area (“EEA”) and the United Kingdom, including, but not limited to, the United States. This will apply even where Customer has agreed with iManage to host Customer Data in the EEA or the United Kingdom, if such Processing is necessary to provide support-related or other services requested by Customer.

12.2 iManage will abide by the requirements of the Data Protection Legislation regarding the collection, use, transfer, retention, and other Processing of Personal Data from the EEA and the United Kingdom. All transfers of Personal Data to a third country or an international organization (including any relevant Sub-Processor) that does not ensure an adequate level of protection will be subject to appropriate safeguards as described in Article 46 of the GDPR and UK GDPR, and such transfers and safeguards will be documented according to Article 30(2) of the GDPR or UK GDPR (as applicable).

12.3 All transfers of Customer Data and Personal Data out of the EEA and the United Kingdom shall be governed by the Standard Contractual Clauses, except for transfers (a) to and from any country which has a valid adequacy decision from the European Commission or the UK Government (as applicable), or (b) to and from any organization which ensures an adequate level of protection in accordance with the applicable Data Protection Legislation. Subject to the foregoing and where indicated as applicable in Schedule 1 of this DPA, execution of an Order, or this DPA, by Customer includes execution of the Standard Contractual Clauses. In the event any Standard Contractual Clauses include a transition period for implementation, iManage shall ensure the updated Standard Contractual Clauses shall be implemented prior to the expiration of such transition period (including in respect of transfers to any Sub-Processors which rely on the Standard Contractual Clauses).

12.4 Location of Customer Data. All Customer Data shall be stored in the geographic region set forth in the applicable Order. Customer acknowledges that iManage may provide the Services from regions other than those set forth in the applicable Order, including but not limited to, the United States, the United Kingdom, Canada, Australia, and/or India and, thus, iManage Personnel in such locations may have access to Customer Data. Notwithstanding the foregoing, iManage does not control or limit the region or regions from, in, or to which Customer or Authorized Users may access, move, store or otherwise Process Customer Data.

13. California Consumer Privacy Act (CCPA).

13.1 If iManage is Processing Personal Data within the scope of the CCPA (“CCPA Data”), iManage makes the following additional commitments to Customer. iManage will Process CCPA Data on behalf of Customer and, not retain, use, or disclose CCPA Data for any purpose other than for the purposes set out in this DPA and as permitted under the CCPA, including under any “sale” exemption. In no event will iManage “sell” or “share” (as those terms are defined in the CCPA) any CCPA Data. iManage (a) will not combine CCPA Data that iManage receives from, or on behalf of, Customer with personal information that iManage receives from, or on behalf of, another person or persons, or collects from its own interaction with a consumer, provided that iManage may combine CCPA Data to perform any business purpose as defined in regulations adopted pursuant to the CCPA; (b) grants Customer the right to take reasonable and appropriate steps to help ensure that iManage uses CCPA Data in a manner consistent with Customer's obligations under the CCPA; (c) shall notify Customer in the event that iManage determines it can no longer meet its obligations under the CCPA; and (d) grants Customer the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of CCPA Data.

14. HIPAA Business Associate.

14.1 If Customer is a “covered entity” or a “business associate” and provides “protected health information” (as those terms are defined in 45 CFR § 160.103) to iManage, the HIPAA Business Associate Agreement attached hereto as Schedule 2 of this DPA is incorporated by reference into this DPA and the Agreement.

15. Family Educational Rights and Privacy Act.

15.1 If Customer is an educational agency or institution to which regulations under the Family Educational Rights and Privacy Act (“FERPA”) apply, iManage agrees to abide by the applicable limitations and requirements imposed by 34 CFR 99.33(a).

16. Miscellaneous.

16.1 iManage and its Affiliates have appointed a data protection officer, EU representative, and UK representative. iManage EMEA Limited acts as iManage LLC’s UK representative. The data protection officer may be reached at [email protected]. Details of the EU representative can be found within iManage’s privacy notice at https://imanage.com/about/privacy-notice/.
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25 16.2 If there is a conflict between the Agreement and this DPA, the terms of this DPA will control. In the event of any conflict or inconsistency between this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

16.3 To the fullest extent permitted by Law, any claims brought under this DPA and/or the Standard Contractual Clauses shall be subject to the terms and conditions of the Agreement, including but not limited to, any applicable exclusions and limitations set forth therein. For the sake of clarity, iManage’s aggregate liability arising out of this DPA and/or the Standard Contractual Clauses shall in no event exceed the limitations set forth in the Agreement. 214
26 Schedule 1 to Data Protection Agreement
Standard Contractual Clauses
The Parties agree that the applicable Standard Contractual Clauses are incorporated into the DPA by reference, as if they had been set out in full, and are populated as follows. Unless expressly stated below, any optional clauses contained within the Standard Contractual Clauses shall not apply.

The following Standard Contractual Clauses shall apply where Personal Data is transferred to a third country (unless the transfer is permitted on the basis of an adequacy decision):
a) CONTROLLER → PROCESSOR (Module Two) (“Controller to Processor Standard Contractual Clauses”) if Customer, acting as a Controller, is making a restricted transfer of Personal Data subject to the GDPR and/or the UK GDPR (as applicable) to iManage, acting as a Processor; b) PROCESSOR → PROCESSOR (Module Three) (“Processor to Processor Standard Contractual Clauses”) if Customer, acting as a Processor, makes a restricted transfer of Personal Data subject to the GDPR and/or the UK GDPR (as applicable) to iManage acting as a Processor; and/or c) PROCESSOR → CONTROLLER (Module Four) (“Processor to Controller Standard Contractual Clauses”) if iManage, acting as a Processor, makes a restricted transfer of Personal Data subject to the GDPR and/or the UK GDPR (as applicable) to Customer, acting as a Controller.

UK Addendum
The Parties agree that the UK Addendum is incorporated into the DPA by reference, as if it had been set out in full, and is populated and shall be read against the EU SCCs as follows. Unless expressly stated below, any optional clauses contained within the UK Addendum shall not apply.

Start Date
The UK Addendum is effective from the effective date of the Agreement.

1. Table 1: Parties
Exporter and key contact: As set out in Annex 1 of the Standard Contractual Clauses below.

Importer and key contact: As set out in Annex 1 of the Standard Contractual Clauses below.

2. Table 2: Selected SCCs, Modules and Clauses
As applicable, Module 2, Module 3 or Module 4 of the EU SCCs as incorporated by reference into Schedule 1 of this DPA including any supplementary clauses set out within Schedule 1 of this DPA.

3. Table 3: Appendix Information
As set out in Annex 1 and Annex 2 of the of the Standard Contractual Clauses below.

4. Table 4: Ending this Addendum when the Approved Addendum Changes In the event the Information Commissioner’s Office issues a revised Approved Addendum, in accordance with Section 18 of the UK Addendum which as a direct result of such changes has a substantial, disproportionate and demonstrable increase in: (a) the data importer’s direct costs of performing its obligations under the Addendum; and/or (b) the data importer’s risk under the Addendum, the data importer may terminate this UK Addendum on reasonable written notice to the data exporter in accordance with Table 4 and paragraph 19 of the UK Addendum.

Supplementary clauses for Module Two and Module Three:

Erasure and deletion: For the purposes of Clause 8.5, Section II of Module Two and Module Three of the Standard Contractual Clauses the data importer shall delete the Personal Data in accordance with paragraph 8.1 of the DPA. 215
27 Audit: The Parties acknowledge that the data importer complies with its obligations under Clause 8.9, Section II of Module Two and Module Three of the Standard Contractual Clauses by (i) acting in accordance with paragraph 9.1 of the DPA and (ii) exercising its contractual audit rights it has agreed with its Sub-Processors. For the purposes of Clause 8.9(e), Section II of Module Three of the Standard Contractual Clauses, the data exporter shall ensure the results are provided to the relevant controller(s) on a confidential basis and that the controller(s) have committed themselves to confidentiality in respect of the same.

Notifications: For the purposes of Clause 8, Section II of Module Three of the Standard Contractual the data exporter shall use all reasonable endeavors to ensure any instructions provided by the relevant controller(s) are directed via the data exporter. The data exporter shall be responsible for ensuring any notifications provided by the data importer are promptly notified to the relevant controller(s) in order to fulfil the data importer’s notification obligations pursuant to Clause 8.

Sub-Processors: For the purposes of Clause 9, Section II of Module Two and Module Three of the Standard Contractual Clauses, the Parties agree that option 2: general written authorization shall apply, and the data importer shall notify the data exporter of any changes in accordance with paragraph 6 of the DPA. For the purposes of Clause 9, Section II of Module Three of the Standard Contractual Clauses, the data importer shall notify the data exporter of any changes to a Sub-Processor and the data exporter shall be responsible for ensuring such notifications are provided to the relevant controller(s) and shall inform the data importer of any objections within the time frames specified. Copies of any Sub-Processor agreements (redacted as appropriate) requested from the data importer shall be provided to the data exporter for onward provision to the relevant controller, as applicable.

Data Subject Rights: For the purposes of Clause 10(a) to (c) Section II of Module Three of the Standard Contractual Clauses, the Parties acknowledge that given the nature of the Processing by the data importer it would not be appropriate for the data importer to notify or assist the controller directly in respect of any requests received from a Data Subject.

Transfer impact assessment: For the purposes of Clause 14(c), Section III of Module Two and Module Three of the Standard Contractual Clauses, the data exporter acknowledges that iManage may transfer Personal Data to the countries listed at https://support.imanage.com/resources/Subprocessors.htm. The data exporter acknowledges a transfer impact assessment has been made available by the data importer on or prior to the date of the Agreement which the data exporter accepts as sufficient to fulfil the data importer’s obligations pursuant to Clause 14(c) and 14(a) of the Standard Contractual Clauses.

For the purposes of Clause 14(c), 15.1(b) and 15.2, Section III of Module Two and Module Three of the Standard Contractual Clauses, the Parties agree that “best efforts” and the obligations of the data importer under clause 15.2 shall mean exercising the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a leading practice engaged in a similar type of undertaking under the same or similar circumstances and shall not include actions that would result in civil or criminal penalty such as contempt of court under the laws of the relevant jurisdiction.

Governing law and Jurisdiction: For the purposes of Clause 17 and 18, Section IV of Module Two and Module Three of the EU SCCs, the Parties agree that the laws and courts of the Republic of Ireland will apply. For the purpose of the UK Addendum, the Parties acknowledge and accept that the laws and courts of England and Wales will apply.

Supplementary clauses for Module Four:

Erasure and Deletion: For the purposes of Clause 8.1(d), Section II of Module Four of the Standard Contractual Clauses, the data exporter shall delete the Personal Data in accordance with paragraph 8.1 of the DPA.

Governing law and Jurisdiction: For the purposes of Clauses 17 and 18, Section IV of Module Four of the EU SCCs and the UK Addendum, the Parties agree that the laws and courts of England and Wales will apply. 216
28 Annex 1 to the Standard Contractual Clauses (Module Two and Module Three) A. List of Parties
Data exporter: Customer is the data exporter. The data exporter is a user of the Services.

The data exporter’s data protection contact (and EU/UK representative if applicable) is as detailed in the Order or as otherwise provided to the data importer.

Data importer: The data importer is the iManage entity identified in the applicable Order. The data importer provides the Services.

The data importer’s data protection contact details are as specified in the DPA.

B. Description of Transfer
Data Subjects: The categories of Data Subjects whose Personal Data may be Processed in connection with the Services are determined and controlled by data exporter in its sole discretion and may include but are not limited to: data exporter’s representatives and end users, such as employees, contractors, collaborators, and customers, customers and prospects of data exporter, and employees or contractors of data exporter’s prospects and customers.

Categories of data: The categories of Personal Data are determined by data exporter in its sole discretion and may include but are not limited to: first and last name, employer, role, professional title, and contact information (e.g., email, phone, physical address).

Special categories of data: Special categories of Personal Data, if any, are determined by data exporter in its sole discretion and may include, but are not limited to, information revealing racial or ethnic origin, political, religious, or philosophical beliefs, trade union membership or health data.

Frequency, duration, and retention: The Personal Data is transferred on a continuous basis determined by the data exporter. The data importer will Process the Personal Data for the duration of the Agreement and will retain the Personal Data in accordance with paragraph 8.1 of the DPA.

Nature and purpose of the Processing: iManage will Process Customer Data and Personal Data only as described and subject to the limitations herein (a) to provide Customer the Services in accordance with the Documented Instructions, and (b) for business operations incident to providing the Services to Customer, which may include (i) delivering functional capabilities as licensed, configured, and used by Customer and its Authorized Users, (ii) preventing, detecting, and repairing problems, including Security Incidents, and (iii) providing technical support, professional planning, advice, guidance, data migration, deployment, and solution/software development services.

Sub-Processors: Any Sub-Processor appointed by the data importer will Process the Personal Data to assist the data importer in providing the Services as described above for the duration of the Agreement.

C. Competent Supervisory Authority:

The competent Supervisory Authority shall be detailed in the relevant Order or otherwise determined in accordance with Clause 13, Section II of Module Two and Module Three of the EU SCCs. In respect of the UK Addendum, the competent supervisory shall be read as Information Commissioner.
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29 Annex 1 to the Standard Contractual Clauses (Module Four) A. List of Parties
Data exporter: The data exporter is the iManage entity identified in the applicable Order. The data exporter provides the Services.

The data exporter’s data protection contact details are as specified in the DPA.

Data importer: Customer is the data importer. The data importer is a user of the Services.

The data importer’s data protection contact (and EU/UK representative if applicable) is as detailed in the Order or as otherwise provided to the data exporter.

B. Description of Transfer
Data Subjects: The categories of Data Subjects whose Personal Data may be Processed in connection with the Services are determined and controlled by data importer in its sole discretion and may include but are not limited to: data importer’s representatives and end users, such as employees, contractors, collaborators, and customers, customers and prospects of data importer, and employees or contractors of data importer’s prospects and customers.

Categories of data: The categories of Personal Data are determined by data importer in its sole discretion and may include but are not limited to: first and last name, employer, role, professional title, and contact information (e.g., email, phone, physical address).

Special categories of data: Special categories of Personal Data, if any, are determined by data importer in its sole discretion and may include, but are not limited to, information revealing racial or ethnic origin, political, religious, or philosophical beliefs, trade union membership or health data.

Frequency, duration, and retention: The Personal Data is transferred on a continuous basis determined by the data importer. The data exporter will Process the Personal Data for the duration of the Agreement and will retain the Personal Data in accordance with paragraph 8.1 of the DPA.

Nature and purpose of the Processing: iManage will Process Customer Data and Personal Data only as described and subject to the limitations herein (a) to provide Customer the Services in accordance with the Documented Instructions, and (b) for business operations incident to providing the Services to Customer, which may include (i) delivering functional capabilities as licensed, configured, and used by Customer and its Authorized Users, (ii) preventing, detecting, and repairing problems, including Security Incidents, and (iii) providing technical support, professional planning, advice, guidance, data migration, deployment, and solution/software development services.

Sub-Processors: Any Sub-Processor appointed by the data exporter will Process the Personal Data to assist the data exporter in providing the Services as described above for the duration of the Agreement. 218
30 Annex 2 to the Standard Contractual Clauses
Security measures implemented by the data importer
The data importer has implemented and will maintain the following security measures intended to protect Customer Data and Personal Data (in conjunction with the security measures described in Exhibit B to the Agreement related to solely to Customer Data) against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. The security measures set forth in Exhibit B to the Agreement are hereby incorporated into this Annex 2 by this reference and are binding on the data importer as if they were set forth in this Annex 2 in their entirety.

Security Measure Practices
Pseudonymisation and
Encryption
Encryption. iManage encrypts Customer Data at rest within the Cloud Services using ciphers at least as strong as 256-bit AES. Customer Data in transit to and from the Cloud Services is transferred to/from the Cloud Services across encrypted network connections and/or protocols (i.e., HTTPS and/or VPN). Backups of Customer Data are encrypted and stored in a secondary data center.

Key Management. iManage provides Customer the opportunity to choose whether iManage or Customer controls the encryption key related to Customer Data.

Ongoing Confidentiality,
Integrity, Availability and
Resilience
Standards. Commercially reasonable and appropriate methods and safeguards are utilized to protect the confidentiality, availability, and integrity of Customer Data and Personal Data.

Confidentiality. iManage ensures that iManage Personnel authorized to access Customer Data and Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

Training. All iManage Personnel with access to Customer Data and Personal Data receive annual training.

Backups. 24/7 managed backup services are provided that include Customer Data stored in the primary site backed up on at least a daily basis to a secondary site. iManage provides backup services for all components of the solution included in the Cloud Services. Backups are maintained for a period of ninety days in the primary data center, and ninety days in the secondary data center.

Disaster Recovery. iManage maintains disaster recovery capabilities designed to minimize disruption to the Cloud Services. Included within these plans is disaster recovery incident management, procedures for the recovery of access to Customer Data in the secondary data center, as well as the periodic testing/exercising of the disaster recovery plan.

Regularly Testing,
Assessing and Evaluating
the Effectiveness of the
Measures
Vulnerability Testing. iManage conducts vulnerability testing of the Cloud Services on a monthly basis.

Penetration Testing. iManage undergoes penetration testing of the Cloud Services, conducted by an independent third-party organization, on an annual basis.

User Identification and
Authorization
Access Policy. An access control policy (physical, technical, and administrative) based on least privileges principles is enforced.

Access Authorization.
• An authorization management system is maintained and designed to ensure that only authorized iManage Personnel (technical and non-technical) are granted access to systems containing Customer Data and Personal Data. • iManage Personnel accessing systems containing Customer Data and Personal Data have a separate, unique username.
• Access to Customer Data and Personal Data is restricted solely to iManage Personnel who have a need to access such Customer Data or Personal Data in connection with the Services or as otherwise required by applicable Law.

Authentication.
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31 Security Measure Practices
• Industry standard practices, including strong authentication, are utilized to identify and authenticate all iManage Personnel who attempt to access the iManage network or information systems.
• iManage ensures that access rights are revoked for all iManage Personnel immediately upon the termination of their employment, contractual or other relationships with iManage.

Protection of Customer
Data During Transmission
Encryption. Customer Data in transit to and from the Cloud Services is transferred to/from the Cloud Services across encrypted network connections and/or protocols (i.e., hypertext transfer protocol secure (HTTPS) and/or virtual private network (VPN)).

Protection of Customer
Data During Storage
Encryption. Customer Data at rest within the Cloud Services is encrypted using ciphers at least as strong as 256-bit advanced encryption standard (AES).

Encryption of Backups. Backups of Customer Data are encrypted and stored in a secondary data center.

Physical Security
Security Safeguards. Physical security safeguards are maintained at any facilities where iManage hosts Customer Data or Personal Data. Physical access to such facilities is only granted following a formal authorization procedure and access rights are reviewed periodically.

Facilities. Such facilities are rated as Tier 3 data centers or greater, and access to such facilities must be limited to identified and authorized individuals. Such facilities use a variety of industry standard systems to protect against loss of Customer Data and Personal Data due to power supply failure, fire, and other natural hazards.

Event Logging
Network Security. iManage utilizes an enterprise-class security information and event management (SIEM) system and maintains firewalls and other control measures (e.g., security appliances, network segmentation) to provide reasonable assurance that access from and to its networks is appropriately controlled.

Event Logging. iManage logs access and use of information systems containing Customer Data.

System Configuration
Malicious Software. Anti-malware controls are maintained to help prevent malicious software from causing accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data.

Asset Inventory. Asset inventories of computing equipment and media used in connection with the processing of Customer Data are maintained. Access to such inventories is restricted to authorized iManage Personnel.

Governance and
Management
Information Security Management.
• iManage has appointed one or more security officers responsible for coordinating and monitoring the security rules and procedures.
• iManage maintains an information security program designed to protect Customer Data and Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.
iManage Personnel. iManage maintains written policies and procedures that address the roles and responsibilities of iManage Personnel, including both technical and non-technical personnel, who have access to Customer Data and Personal Data in connection with providing the Services.

Data Management. iManage maintains commercially reasonable controls for information governance and data management in connection with the Cloud Services.

Certification of Processes Standards. iManage adheres, and at all times will adhere, to information security practices at least as protective of Customer Data as identified in ISO 27001 and ISO 27017 (or 220
32 Security Measure Practices
substantially equivalent or replacement standards) or other generally accepted authoritative standards (e.g., SSAE 16, SOC2).

Independent Assessments. On an annual basis, iManage has an independent third-party organization conduct an independent assessment of security standards. A business continuity plan is maintained that is compliant with ISO 22301.

Data Minimization / Data
Quality
Data Minimization. iManage shall make reasonable efforts to use the minimum necessary Customer Data and Personal Data to provide the Services.

Data Quality. At all times during the applicable Order Term, Customer shall have the ability to amend and delete Customer Data to assist the Customer with its data minimization and data quality obligations.

Data Retention
Data Retention. iManage will retain Customer Data stored in the Cloud Services for ninety (90) days after expiration or termination of Customer’s subscription so that Customer may extract Customer Data. After said 90-day period ends, iManage will disable Customer’s account and delete all Customer Data and Personal Data (within thirty (30) days) and, where required by Law, shall certify to Customer that it has done so, save to the extent that iManage is required by any applicable Law to retain some or all of such Customer Data.

Accountability
Accountability. iManage defines accountability as holding individuals accountable for their internal control responsibilities.

Control Activities. Specific control activities that iManage has implemented in this area are described below.
• An employee sanction procedure is in place and documented to communicate that an employee may be terminated for noncompliance with a policy and/or procedure; and
• A performance review of employees is conducted on an annual basis to evaluate the performance of employees against expected levels of performance and conduct and hold them accountable for their internal control responsibilities.

Portability and Erasure
Portability. At all times during the applicable Order Term, Customer shall have the ability to access, extract, and delete Customer Data.

Erasure. iManage destroys, deletes, or otherwise makes irrecoverable Customer Data upon the disposal or removal of storage media. Customer Data for each Customer is logically separated from data of other iManage customers. 221
33 Schedule 2 to Data Protection Agreement
HIPAA Business Associate Agreement
If Customer is a Covered Entity or a Business Associate and includes Protected Health Information in Customer Data, Professional Services Data, or Support Data, the terms of this HIPAA Business Associate Agreement (“BAA”) shall be incorporated into the Agreement. If there is any conflict between a provision in this BAA and a provision in the Agreement, this BAA will control.

1. Definitions. Except as otherwise defined in this BAA, capitalized terms shall have the definitions set forth in HIPAA, and if not defined by HIPAA, such terms shall have the definitions set forth in the Agreement. “Breach Notification Rule” means the Breach Notification for Unsecured Protected Health Information Final Rule. “Business Associate” shall have the same meaning as the term “business associate” in 45 CFR § 160.103 of HIPAA.
“Covered Entity” shall have the same meaning as the term “covered entity” in 45 CFR § 160.103 of HIPAA. “HIPAA” collectively means the administrative simplification provision of the Health Insurance Portability and Accountability Act enacted by the United States Congress, and its implementing regulations, including the Privacy Rule, the Breach Notification Rule, and the Security Rule, as amended from time to time, including by the Health Information Technology for Economic and Clinical Health (“HITECH”) Act and by the Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification Rules under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules; Final Rule.
“Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information. “Protected Health Information” shall have the same meaning as the term “protected health information” in 45 CFR § 160.103 of HIPAA, provided that it is limited to such protected health information that is received by iManage from, or created, received, maintained, or transmitted by iManage on behalf of, Customer through iManage’s provision of the Services.
“Security Rule” means the Security Standards for the Protection of Electronic Protected Health Information.

2. Permitted Uses and Disclosures of Protected Health Information.

2.1 Performance of the Agreement. Except as otherwise limited in this BAA, iManage may Use and Disclose Protected Health Information for, or on behalf of, Customer as specified in the Agreement; provided that any such Use or Disclosure would not violate HIPAA if done by Customer, unless expressly permitted under paragraph 2.2 below.

2.2 Management, Administration, and Legal Responsibilities. Except as otherwise limited in this BAA, iManage may Use and Disclose Protected Health Information for the proper management and administration of iManage and/or to carry out the legal responsibilities of iManage, provided that any Disclosure may occur only if: (a) Required by Law; or (b) iManage obtains written reasonable assurances from the person to whom the Protected Health Information is Disclosed that it will be held confidentially and Used or further Disclosed only as Required by Law or for the purpose for which it was Disclosed to the person, and the person notifies iManage of any instances of which it becomes aware in which the confidentiality of the Protected Health Information has been breached.

3. Responsibilities of the Parties with Respect to Protected Health Information.

3.1 iManage’s Responsibilities. To the extent iManage is acting as a Business Associate, iManage agrees to the following:
(a) Limitations on Use and Disclosure. iManage shall not Use and/or Disclose the Protected Health Information other than as permitted or required by the Agreement and/or this BAA or as otherwise Required by Law. iManage shall not disclose, capture, maintain, scan, index, transmit, share or Use Protected Health Information for any activity not authorized under the Agreement and/or this BAA. iManage shall not use Protected Health Information for any advertising, Marketing, or similar commercial purpose of iManage or any 222
34 third party. iManage shall not violate the HIPAA prohibition on the sale of Protected Health Information. iManage shall make reasonable efforts to Use, Disclose, and/or request the minimum necessary Protected Health Information to accomplish the intended purpose of such Use, Disclosure, or request. (b) Safeguards. iManage shall: (i) use reasonable and appropriate safeguards to prevent Use and Disclosure of Protected Health Information other than as permitted in this BAA; and (ii) comply with the applicable requirements of 45 CFR Part 164 Subpart C of the Security Rule. (c) Reporting. iManage shall report to Customer: (i) any Use and/or Disclosure of Protected Health Information that is not permitted or required by this BAA of which iManage becomes aware; (ii) any Security Incident of which it becomes aware, provided that notice is hereby deemed given for Unsuccessful Security Incidents (as defined below) and no further notice of such Unsuccessful Security Incidents shall be given; and/or (iii) any Breach of Customer’s Unsecured Protected Health Information that iManage may discover (in accordance with 45 CFR § 164.410 of the Breach Notification Rule). Notification of a Breach will be made in accordance with paragraph 5 of Exhibit C to the Agreement. Taking into account the level of risk reasonably likely to be presented by the Use, Disclosure, Security Incident, or Breach, the timing of other reporting will be made consistent with iManage’s and Customer’s legal obligations.

For purposes of this paragraph, “Unsuccessful Security Incidents” mean, without limitation, pings, and other broadcast attacks on iManage’s firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, as long as no such incident results in unauthorized access, acquisition, Use, or Disclosure of Protected Health Information. iManage’s obligation to report under this paragraph is not and will not be construed as an acknowledgement by iManage of any fault or liability with respect to any Use, Disclosure, Security Incident, or Breach. (d) Subcontractors. In accordance with 45 CFR §§ 164.502(e)(1)(ii) and 164.308(b)(2) of HIPAA, iManage shall require its Subcontractors who create, receive, maintain, or transmit Protected Health Information on behalf of iManage to agree in writing to: (i) the same or more stringent restrictions and conditions that apply to iManage with respect to such Protected Health Information; (ii) appropriately safeguard the Protected Health Information; and (iii) comply with the applicable requirements of 45 CFR Part 164 Subpart C of the Security Rule. iManage remains responsible for its Subcontractors’ compliance with obligations in this BAA. (e) Disclosure to the Secretary. iManage shall make available its internal practices, records, and books relating to the Use and/or Disclosure of Protected Health Information received from Customer to the Secretary of the Department of Health and Human Services for purposes of determining Customer’s compliance with HIPAA, subject to attorney-client and other applicable legal privileges. (f) Access. The Parties acknowledge and agree that iManage does not maintain Protected Health Information in a Designated Record Set for Customer. In the event that there is a change in the Services that iManage provides to Customer such that iManage commences maintaining Protected Health Information in a Designated Record Set, then iManage, at the request of Customer, shall within fifteen (15) days make access to such Protected Health Information available to Customer in accordance with 45 CFR § 164.524 of the Privacy Rule.
(g) Amendment. Subject to paragraph 3.1(f) above, if iManage maintains Protected Health Information in a Designated Record Set for Customer, then iManage, at the request of Customer, shall within fifteen (15) days make available such Protected Health Information to Customer for amendment and incorporate any reasonably requested amendment in the Protected Health Information in accordance with 45 CFR § 164.526 of the Privacy Rule.
(h) Accounting of Disclosure. iManage, at the request of Customer, shall within thirty (30) days make available to Customer such information relating to Disclosures made by iManage as required for Customer to make any requested accounting of Disclosures in accordance with 45 CFR § 164.528 of the Privacy Rule. (i) Performance of a Covered Entity’s Obligations. To the extent iManage is to carry out a Covered Entity obligation under the Privacy Rule, iManage shall comply with the requirements of the Privacy Rule that apply to Customer in the performance of such obligation.

3.2 Customer Responsibilities.
(a) No Impermissible Requests. Customer shall not request iManage to Use or Disclose Protected Health Information in any manner that would not be permissible under HIPAA if done by a Covered Entity (unless permitted by HIPAA for a Business Associate).
(b) Customer Notification Obligations. Customer shall notify iManage of any (i) limitation(s) in the notice of privacy practices of a Covered Entity under HIPAA, to the extent that such limitation may affect iManage’s use or 223
35 disclosure of Protected Health Information; (ii) changes in, or revocation of, the permission by an Individual to use or disclose their Protected Health Information, to the extent that such changes may affect iManage’s use or disclosure of Protected Health Information; and (iii) restriction on the use or disclosure of Protected Health Information that a Covered Entity has agreed to or is required to abide by under HIPAA, to the extent that such restriction may affect iManage’s use or disclosure of Protected Health Information. (c) Contact Information for Notices. Customer hereby agrees that any reports, notification, or other notice by iManage pursuant to this BAA may be made electronically. Customer shall provide contact information on the iManage support website found at https://help.imanage.com (or such other location or method of updating contact information as iManage may specify from time to time) and shall ensure that Customer’s contact information remains up to date during the term of this BAA. Failure to submit and maintain as current the aforementioned contact information may delay iManage’s ability to provide Breach notification under this BAA.
(d) Safeguards and Appropriate Use of Protected Health Information. Customer is responsible for implementing appropriate privacy and security safeguards to protect its Protected Health Information in compliance with HIPAA. Without limitation, it is Customer’s obligation to not include Protected Health Information in: (i) information Customer submits to technical support personnel through a technical support request or to community support forums; or (ii) Customer’s address book or directory information.

4. Applicability of BAA. This BAA is applicable to only the Services.

5. Term and Termination.

5.1 Term. This BAA shall continue in effect until the earlier of (a) termination by a Party for breach as set forth in paragraph 5.2 below, or (b) expiration or termination of the Agreement.

5.2 Termination for Breach. Upon written notice, either Party immediately may terminate the Agreement and this BAA if the other Party is in material breach or default of any obligation in this BAA. Either Party may provide the other a thirty (30) day period to cure a material breach or default within such written notice.

5.3 Return, Destruction, or Retention of Protected Health Information Upon Termination. Upon expiration or termination of this BAA, iManage shall return or destroy all Protected Health Information in its possession, if it is feasible to do so, and as set forth in the applicable termination provisions of the Agreement. If it is not feasible to return or destroy any portions of the Protected Health Information upon termination of this BAA, then iManage shall extend the protections of this BAA, without limitation, to such Protected Health Information and limit any further Use or Disclosure of the Protected Health Information to those purposes that make the return or destruction infeasible for the duration of the retention of the Protected Health Information.

6. Miscellaneous.

6.1 Interpretation. The Parties intend that this BAA be interpreted consistently with their intent to comply with HIPAA and other applicable federal and state law. Except where this BAA conflicts with the Agreement, all other terms and conditions of the Agreement remain unchanged. Any captions or headings in this BAA are for the convenience of the Parties and shall not affect the interpretation of this BAA.

6.2 Amendment; Waiver. This BAA may not be modified or amended except in a writing duly signed by authorized representatives of the Parties. A waiver with respect to one event shall not be construed as continuing, as a bar to, or as a waiver of any right or remedy as to subsequent events.

6.3 No Third-Party Beneficiaries. Nothing express or implied in this BAA is intended to confer, nor shall anything in this BAA confer, upon any person other than the Parties, and the respective successors or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever.

6.4 Severability. In the event that any provision of this BAA is found to be invalid or unenforceable, the remainder of this BAA shall not be affected thereby, but rather the remainder of this BAA shall be enforced to the greatest extent permitted by law.

6.5 No Agency Relationship. It is not intended that an agency relationship (as defined under the Federal common law of agency) be established hereby expressly or by implication between Customer and iManage under HIPAA or the Privacy Rule, Security Rule, or Breach Notification Rule. No terms or conditions contained in this BAA shall be construed to make or render iManage an agent of Customer. 224
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. 225
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:

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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, 227
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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. 228
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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. 229
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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 230
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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.
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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 232
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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 233
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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 234
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 235
General Conditions/EJ/TE 01-19-11 10 of 13
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.
236
General Conditions/EJ/TE 01-19-11 11 of 13

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 237
General Conditions/EJ/TE 01-19-11 12 of 13
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. 238
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. 239
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):
240
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.
241
___ Exhibit F
___ Section 8
City of Richmond Insurance Requirements – Type 5:

Vendors, Suppliers, Small Grant Recipients & Nonprofit
Organizations
Type 5 - Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will be conducting business and/or providing services to the City of Richmond (City), or will be awarded City of Richmond (City) funds to provide programs or services, 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, 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, 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)

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)

3. Original and Separate Additional Insured Endorsements 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 (for CONTRACTOR’s with employees);

5. Original and Separate Waiver of Subrogation for Workers’ Compensation Insurance.

6. Fidelity Bond/Crime Coverage – in an amount stipulated by City depending upon scope of contract.

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 SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” located at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

General Liability
(primary and excess limits
combined)
$1,000,000 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).

Policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the CONTRACTOR, its personnel, agents or subcontractors.

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
242
___ Exhibit F
___ Section 8
City of Richmond Insurance Requirements – Type 5:

Vendors, Suppliers, Small Grant Recipients & Nonprofit
Organizations
Type 5 - Page 2 of 3
Revised: September 2011
Automobile Liability (If auto is used.) $1,000,000 per occurrence for bodily injury and property damage.

Fidelity Bond/Crime Coverage
(Applies if receiving City
funds.)
In an amount stipulated by City depending upon the scope of Contract. (Usually based upon the amount of money the Contractor is handling that could be embezzled over a period of time.)
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. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

SAMPLE ENDORSEMENT can be found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance providing coverage during the life of this contract.

SAMPLE ENDORSEMENT 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.

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.

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.

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 coverages and cover those insured in the underlying policies. 243
___ Exhibit F
___ Section 8
City of Richmond Insurance Requirements – Type 5:

Vendors, Suppliers, Small Grant Recipients & Nonprofit
Organizations
Type 5 - Page 3 of 3
Revised: September 2011
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.
244
City of Richmond – iManage
Exhibit F-1
The following changes and clarifica�ons are hereby made to Exhibit F:
• Contractor is not obligated to look solely to Contractor’s insurance for recovery. Contractor may elect to pay the recovery without u�lizing insurance. The limita�ons of liability agreed upon in the Special Condi�ons override any other representa�on. • The Contractor is authorized to use those proprietary form it possesses which are equivalent” to, the ISO standards referenced in the City’s insurance requirements. • The City may not require addi�onal coverages or modify the required coverages or amounts beyond those listed in Exhibit F (as modified in this Exhibit F-1). • General Liability: Contractor’s limits are $1,000,000 per occurrence, $2,000,000 general aggregate. However, Contractor does have umbrella insurance in the amount of $10,000,000. • Contractor’s Crime coverage is $1,000,000 aggregate
• Contractor is not required to make its deduc�bles, self-insured reten�ons subject to the City approval or otherwise grant the City the right to reduce or eliminate the deduc�bles or selfinsured reten�on. • Any indemnifica�on will only be up to the applicable limita�ons of liability contained in the Special Condi�ons.
• Contractor is not required to provide the City with Contractor’s insurance policies. Contractor shall, however, provide the City with the requisite insurance cer�ficates and endorsements upon request.
• The sentence that reads “In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such ac�on as it deems necessary to protect the City’s interests” in the “Con�nuous Coverage” sec�on of Exhibit F is hereby stricken. • Contractor and the City agree to replace “material change” with “material diminishment” in the Cancella�on sec�on. Contractor may make changes (such as increasing policy limits, or other changes that would not be relevant to a third party).
245

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 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'sfailure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
246
July 1, 2023
June 30, 2025
247
248
249
Ivania Navarrete
Ivania Navarrete
250
Ivania Navarrete, Law Office Supervisor
450 Civic Center Plaza
, Office of the City Attorney
251
252
253
254
255
256
257
258
259
260
261
262
263
264
For the Contract between the City of
Richmond and
02 Cloudworks Company

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):

Sanctuary City Contracting Ordinance (SCCO) -- The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto, prior to the execution of this Agreement. (See Exhibit E-1)
265
266
F
267
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 & PROJECT COST REQUIRED LIMIT Omissions Liability - $0 - $1 million $1 million p/o
Required for all professionals $1 million - $5 million $2 million p/o Including architects, engineers,
Over $5 million $5 million p/o
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

Required Polley 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 1. 0 (1.l/BS) 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
bUR.i t. t.rtt.rtt.rtt.. ,l c.l,llmQ.ad..WI..u.~t.lD.d.f:K, i1.~12lr.'lD.Id- fil, 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 Contractor's Insurer will provide a Waiver of Subrogation In favor of the City Endorsement Form for Workers' Compensation Insurance during the life of this contract.

SAMPLE Endorsements can be found at
llUR.i t. t.rtt.rtt.rtt.. 'l..c.lli.llmQ.ad.. Wl..u.~t.ln.r!!:.lr.. ii.~Qlr.?nf.rl.= fi.l, Deductlbles and Self-Insured Any deductible or self-insured retention must be declared to and approved Retentions 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 Polley 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. 21 F
268
F
269

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 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'sfailure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
Exhibit E-1
270