Richmond City Council
February 4, 2025

PLEASE NOTE: HYBRID MEETING FORMAT

- REGULAR MEETING OF THE RICHMOND CITY COUNCIL

Tuesday, February 4, 2025, 4:30 p.m.

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

Eduardo Martinez, Mayor at Large
Jamelia Brown, Councilmember District 1
Cesar Zepeda, Vice Mayor, District 2
Doria Robinson, Councilmember District 3
Soheila Bana, Councilmember District 4
Sue Wilson, Councilmember District 5
Claudia Jimenez, Councilmember District 6

NOTICE: MASKS ARE STRONGLY ENCOURAGED!!

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https://registertovote.ca.gov/

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:

KCRT – Comcast Channel 28 or AT&T Uverse Channel 991.

Livestream online at http://www.ci.richmond.ca.us/3178/KCRT-Live2.

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.

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2 Via mail: received by 1:00 p.m. the day of the meeting, sent to 450 Civic Center Plaza, 3rd Floor, Office of 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-and- forth 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 2/4/25 CC MTG.
3 aids or services and sign language interpreters, to enable individuals with disabilities to participate in and 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
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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 - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) Guillermo Gomez v. John Temple, et al.•
C.2 PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government Code Section 54957)
Title: City Attorney•
C.3 LIABILITY CLAIMS (Government Code Section 54956.9)
Claimant: Terminal One Development, LLC.•
C.4 CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
Agency Representatives: Sharrone Taylor, Jack Hughes, Lisa Charbonneau
•
Employee organizations:

SEIU Local 1021 Full Time Unit and Part Time Unit1.

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

2. Richmond Police Officers Association RPOA3.

Richmond Police Management Association RPMA4.

IAFF Local 1885.

Richmond Fire Management Association RFMA6.

D. PUBLIC COMMENT BEFORE CLOSED SESSION (limited to items on the Closed Session agenda only)
E. ADJOURN TO CLOSED SESSION
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5 F. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
6:30 p.m.

G. PLEDGE OF ALLEGIANCE
H. ROLL CALL
I. STATEMENT OF CONFLICT OF INTEREST
J. AGENDA REVIEW
K. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE DURING

CLOSED SESSION
L. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) L.1 NEW EMPLOYEE REPORT - 1st Tuesday
M. 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)
N. 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.)
N.1 City Manager's Office
N.1.a Contract with Submittable Grants Client Relations Management System
10 APPROVE a three-year contract with Submittable Holdings, Inc. for $210,395 with two one-year extension options for $49,500, annually to provide a grant client relations management services software to the Richmond Department of Children and Youth, Community Services Department, and Economic Development Arts and Culture Division, with an initial expiration date of June 30, 2028 – City Manager’s Office (Patrick Seals 510-307-8016).
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6 N.2 Finance Department
N.2.a Contract with Matrix Consulting Group to develop a Cost Allocation Plan.
184
APPROVE a contract in the amount of $32,500 with Matrix Consulting Group to develop a Cost Allocation Plan to direct staff from the Finance Department and Richmond Housing Authority to prepare the Indirect Cost Allocation Plan that adheres to Title 2, Code of Federal Regulations, Part 200, for a term beginning February 1, 2025, through February 1, 2028, with an option to extend two additional years – Finance Department (Mubeen Qader 510-412- 2077/Rita Martinez 510-621-1546).

N.3 Information Technology
N.3.a Consolidate First American Services to one Contract 280 APPROVE a three-year contract with First American, with two, one- year extensions, for a total potential contract term of five years, to provide parcel, mortgage, and deed data, and access to
datatree.com and support services. The total contract amount shall not exceed $96,000 over the three-year term with the two, one-year extensions. APPROPRIATE $19,200 in general funds annually for each of the five years – Information Technology Department (Sue Hartman 510-620-6874/Sandi Wong 510-620-6745).

N.4 Library and Community Services
N.4.a Contract Amendment No. 1 with New York Wired For Education Metrix Learning Management System
404
APPROVE a first amendment with New York Wired For Education to increase the contract amount by $17,000, for a total not to exceed contract amount of $25,500, and extend the term through January 29, 2027, for online job training and career pathways – Community Services Department (Tamara Walker 510-307-8006/LaShonda White 510-620-6828).

N.4.b Comparative Analysis of Drone Shows to Traditional Fireworks as an Alternative to the Third of July Celebration
422
RECEIVE a report regarding the use alternate technology, including drone lighting technology for the annual Third of July celebrations, and ACCEPT City staff recommendation to continue with the traditional display of the fireworks show for the Third of July celebrations – Community Services Department (LaShonda
White/Ranjana Maharaj/Kymberlyn Carson-Thrower 510-620-6789). 2/4/25 CC MTG.
7 N.5 Mayor's Office
N.5.a Appointment of Lashara LaShawn Monique Johnson to the Community Crisis Response Program Advisory Board
435
APPOINT Lashara LaShawn Monique Johnson to the Community Crisis Response Program Advisory Board, with a term ending December 31, 2025 – Mayor’s Office (Mayor Eduardo Martinez 510- 620-6503).

N.5.b 2025 Appointments to Committees and Liaison Positions 438 APPROVE appointments for the Mayor and Councilmembers to Regional Committees, Ad-Hoc Committees and Liaison Positions for the year of 2025 - Mayor’s Office (Mayor Eduardo Martinez 510-620- 6503).

N.6 Public Works
N.6.a Resolution to Appropriate $150,000 to the Emergency Operations – Winterstorm/Landslides Project
443
ADOPT a resolution appropriating $150,000 from the fund balance in the Emergency Operation and Disaster Recovery Fund to the Emergency Operations – Winterstorm/Landslides Project to cover future emergency operations aimed at mitigating and addressing disaster risks and property damage from any potential winter storm event – Public Works Department (Ana Crespin 510-307-8095/Daniel Chavarria 510-620-5478).

N.6.b Resolution to Approve a Contract with Owen Equipment Sales for the Outstanding Balance and Service Charges
447
ADOPT a resolution approving a new contract with Owen Equipment Sales for the outstanding balance and service charges from the purchase of the two Vactor Trucks, and the outstanding invoices and service charges for the Street Sweeper Lease, in an amount not to exceed $114,711.78 - Public Works Department (Mary Phelps 510- 621-1269/Daniel Chavarria 510-620-5478).

N.6.c Resolution to accept the construction of the Santa Rita Stabilization Project as complete and authorize Notice of Completion for the project.
606
ADOPT a resolution to accept the construction of the Santa Rita Stabilization Project as complete and AUTHORIZE the issuance of the Notice of Completion for the Project and the release of bonds and retention payment – Public Works Department (Mike Owyang 510- 621-1363/Robert Armijo 510-620-5477/Daniel Chavarria 510-620- 5478).
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8 N.6.d Union Pacific Railroad (UPRR) Preliminary Engineering Agreement for the Transformative Climate Communities (TCC) - Richmond Wellness Trail Phase 2 Project.
610
ADOPT a resolution authorizing the Public Works Director and the City Engineer to execute a Union Pacific Railroad (UPRR) Preliminary Engineer Agreement for the Transformative Climate Communities (TCC) – Richmond Wellness Trail Phase 2 Project – Public Works Department (Robert Armijo 510-620-5477/Wendy Wellbrock 510-307-8108).

O. BUDGET SESSION
O.1 Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2024
677
RECEIVE a report on the City’s Annual Comprehensive Financial Report (ACFR) for Fiscal Year ended June 30, 2024 – Finance Department (Andrea Miller/Mubeen Qader/Jerry Chak 510-620-6740).

P. 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)
Q. ADJOURNMENT
________________________
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January 7, 2025

City Manager's Office

DATE: February 4, 2025
TO: Mayor Martinez and Members of the City Council
FROM:

Patrick Seals, Administrative Chief

Subject:

Contract with Submittable Grants Client Relations
Management System
FINANCIAL IMPACT: The proposed $210,395 expenditure (which includes a 15 percent contingency of $27,442,), is included within the approved Fiscal Year 2024-25 budget for the Richmond
Department of Children & Youth (13371018-400209).

Subsequent fiscal years will also be budgeted and
allocated accordingly. The initial expenditure for the first year shall not exceed $82,950, and all subsequent years shall not exceed $49,500.

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
ISSUE:

The City currently facilitates multiple grant programs
including, the Richmond Fund for Children & Youth, ECIA Competitive Grant Program, Love Your Block Grant,
Neighborhood Public Art Mini Grant, and the Veolia
Mitigation Grant. Across all grant programs there can be well over 300 applicants and well over 150 grantees.

Annually, staff are required to coordinate, the drafting, release, receipt, reviewing, scoring, reporting, and
tracking of metrics. Furthermore, this process is time
intensive and requires authentication with state and
federal agencies including the California Secretary of
State, California Department of Justice, and United
States Internal Revenue Service. Incorporating a grants management software will expedite review and scoring,
AGENDA
REPORT
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January 7, 2025
provide for ease for both applicants and grantees, ensure compliance with laws governing not-for-profit applicants, while enhancing reporting, data collection, analysis and evaluation supports as set forth in the City of Richmond Charter Article 15 Section 2, Article 15 Section 4(d), and Article 15 Section (d)(ii)(4-5).

RECOMMENDED ACTION:

APPROVE a three-year contract with Submittable
Holdings, Inc. for $210,395 with two one-year extension options for $49,500, annually to provide a grant client relations management services software to the Richmond
Department of Children and Youth, Community Services
Department, and Economic Development Arts and
Culture Division, with an initial expiration date of June 30, 2028 – City Manager’s Office (Patrick Seals 510-307-
8016).

DISCUSSION:

The City of Richmond seeks to hire a vendor software application to develop and deliver: (1) Grant Application and Review System and (2) Grant Management System.

The software will support Departments and programs that serve or provide grant funding including the: ECIA Competitive Grant, Love Your Block Mini-Grant, Community Services Department Mini-Grant and the Neighborhood Public Art (NPA) Mini-Grant, etc. The long-term vision is for a unified data management system across the City of Richmond that will simplify the grant application and reporting process for grantees.

Furthermore, the solution will allow staff of various City of Richmond departments and programs to manage the entire life cycle of grants from application to review and award, to ongoing management until the end of the grant term.

The Richmond Department of Children & Youth (RDCY) released a Request for Proposals (RFP) on March 8, 2023, via the City’s BidsOnline system, in which 537 vendors were notified, and 38 vendors downloaded the RFP (Attachment 2).

Selection of Vendor
The RFP was due on Aprill 10, 2023, and proposals were received from the following 13 firms: Amplifund, Bonterra, City Data Services, Crowe, FLUXX, Integrated, Polus, Simple Solutions, SmartSimple, Software, Sumittable Holdings, Inc.(Submittable), Valsa, WhizHive.

A six (6) member review committee was composed of City of Richmond staff from Community Service - Recreation, Information Technology, City Manager’s Office, Department of Children & Youth. The vendors’ RFP submittals were evaluated on the following criteria:

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January 7, 2025
 Background and Summary: Understanding of Service (10 points)  Methodology: Ability to meet the Needs of City (25 points)  Staffing & Timeline: Project Schedule Depth of Staff (20 points)  Firm Qualifications: Experience of Firm and Key Individuals (15 points)  Budgeting and Narrative: Cost Information (20 points)  References (5 points)
 Quality, Clarity, and Responsiveness (5 points)

The review committee rated and scored all proposals and selected the top six (6) scoring proposal to participate in interviews, including: Amplifund, Fluxx, Submittable, Crowe, City Data Services, and SmartSimple (Attachment 3). Fluxx and Submittable were rated highest following interviews and were subsequently invited to perform a scripted demonstration. A scripted software demonstration is one in which the organization has documented a series of key business processes that it wants to see all potential vendors demonstrate, including customer-facing, operational, compliance and control. Following the scripted demonstration Submittable was ranked highest by the review committee (Attachment 3). Consequently, the review committee and RDCY are recommending entering a three-year contract with Submittable for a total contract amount of $210,395, which includes a 15 percent contingency (Attachment 4).

Qualifications of Firm
Submittable is the industry leader in providing grantmaking services in the government space, with over 18,000 customers in all sizes and sectors. The platform was developed with innovation at the forefront of customer base, providing them with the tools they need to make grantmaking equitable, reportable, and easy to use so that team can focus on their mission.

Submittable was founded in 2010 and has 218 employees. They have offices in Seattle, WA, Bend, OR, Conshohocken, PA,395 and Missoula, MT and have been providing software solutions to businesses and municipalities in California for over 3 years.

Most recently, they have leveraged their grant making and management platform to support the:
 Governor’s Office of Business & Economic Development (GO-Biz) – California Film Commission (CFC)
 City of Sacramento - Office of Innovation & Economic Development  City of Berkeley - Office of Economic Development

SYNERGISTIC POLICIES:

City of Richmond Charter - Article 15 Richmond Fund for Children & Youth Chevron Environmental and Community Investment Agreement - Section 3 (F) Competitive Grant

DOCUMENTS ATTACHED:

Attachment 1 – Bid Summary Report
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January 7, 2025
Attachment 2 – Request for Proposal (Grants Management System) Attachment 3 – Scoring and Rating Matrix
Attachment 4 – Contract (Proposed) with Submittable

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66 City of Richmond
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67 City of Richmond
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68 City of Richmond
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69 City of Richmond
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70 City of Richmond
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71 City of Richmond
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72 City of Richmond
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73 City of Richmond
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74 City of Richmond
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75 City of Richmond
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80 City of Richmond
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81 City of Richmond
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82 City of Richmond
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83 City of Richmond
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84 City of Richmond
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85 City of Richmond
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86 City of Richmond
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87 City of Richmond
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88 City of Richmond
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89 City of Richmond
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90 City of Richmond
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92 City of Richmond
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93 City of Richmond
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94 City of Richmond
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95 City of Richmond
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PAGE 1

Request for Proposals

For a
Grant Application & Review System
and
Grant Management System

Release Date: March 7, 2023

Deadline for Submittal:

April 10, 2023
5:00 P.M.

Contact: Patrick Seals, Senior Management Analyst
Email: [email protected]
Phone Number: (510) 307-8016

City of Richmond
Department of Children and Youth

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INTRODUCTION

This Request for Proposal (RFP) is being issued by the City of Richmond, to identify qualified agencies, firms, project teams or individuals to develop an online grant management system and manage the grant application and selection process for the Richmond Fund for Children and Youth.

Qualified respondents to this RFP may be considered for contracting by other City of Richmond departments or entities for similar scope of terms and services, with qualified respondents eligible for city contracting. The long-term vision is for a unified data management system across the City of Richmond that will: 1) simplify the grant application and reporting process for grantees, and 2) allow staff of various City of Richmond departments and programs to manage the entire life cycle of grants from application to review and award, to ongoing management until the end of the grant term.

Departments and programs that may potentially be interested in respondents to this RFP for future projects may include the: ECIA Competitive Grant, Love Your Block Mini- Grant, Community Services Department Mini-Grant and the Neighborhood Public ART (NPA) Mini-Grant, etc.

Richmond Fund for Children and Youth (RFCY) is a program of the City of Richmond. Being a grant-funding program within the City of Richmond, RFCY's funding for community-based programs and services provides critical support to Richmond’s most vulnerable children, youth and families. RFCY supports approximately 60 program grants totaling over $5 million, who provide direct support to over 12,000 children and youth and parents and caregivers. Funding is dedicated to direct services to children and youth from birth through 24 years of age residing in Richmond.

FUNDING TERMS AND DURATION

Phase I: Richmond Fund for Children and Youth
The term is projected to be July 2023 through June 2024 with op tions for additional renewal. The project will have two deliverables: 1) Grant appli cation and review system and 2) Grant Management System,

Phase II: Other City of Richmond Departments and Programs Qualified respondents to this RFP may be considered for contrac ts initiated by other City of Richmond departments or programs for similar scope of terms and services.

RFP Timeline

1) The City anticipates the tentative schedule of events to be as follows:
 Publishing of RFP Tuesday, March 7, 2023, 5:00 P.M 107

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 Submission of Question Deadline Monday, March 20, 2023, 5:00 P.M.  Proposal Due Friday Monday, April 10, 2023, 5:00 P.M.  Contract Start Date (Proposed) July 1, 2023
PREPOSAL MEETING AND RESPONDENTS’ QUESTIONS DEADLINE

Deadline for Respondents’ Questions: Respondents may request clarification or ask questions about this document by utilizing the City’s BidsOnline Portal. No questions will be answered by other communication methods. A consolidated list of questions and answers will be posted to the to the City’s BidsOnline Portal. Proposers are responsible to review the BidsOnline Portal periodically and incorporate guidance as appropriate.

PROPOSAL SUBMISSION AND DEADLINE DATE
Proposal Submittal Deadline Date and Time: Monday, April 10, 2023, by 5:00 P.M.

Submittals are due no later than 5:00 P.M. on Monday, April 10, 2023, through the BidsOnline Portal. Please log-in and Register as a New Vendor on the portal and review all the pertinent documents for this Bid Opportunity prior to the online submittal of your proposal.

Proposals not received by the Submittal Deadline will not be considered responsive to this RFP.

SCOPE OF SERVICES
The City of Richmond is interested in soliciting proposals from applicants who can develop and deliver both A) Grant Application and Review System and B) Grant Management System. Applicants who propose for only one of the two deliverables will be deemed non-responsive to this RFP and will not be considered. Proposers should bid realistic costs for the services being offered and consider any government rates, etc.

A) Develop and Online Grant App lication and Review System Develop an online system for prospective grantees to apply in an open and fair application process. The system will support applicants submitting distinct program grants requests in multiple strategies. Complete applications will include agency information, program information, narrative questions responses, detailed budgets, service projections and participant demographic projections. Each strategy may have unique question sets, budget templates, service type projections, and participant demographic projections.

The system will also need to facilitate the review process by giving external reviewers (e.g., 30-35) access to assigned proposals with the ability to review and score. This online application and review system should be fully developed and operational at the projected deployment date.
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The system needs to be user friendly to applicants, staff, and reviewers. System will need to allow for selection of programs for funding and easy transition into a grant management scope of work and contracting/monitoring module for programs.

Development work should include the initial meetings with staff about the needs and desires of the system, plan and curriculum for training staff, applicants, and reviewers, ongoing technical support and post deployment support.

Required Capabilities:
 Strategy specific narrative question sets, budget templates, a ctivity projections, demographic projections, upload of key documents.
 Ease of customization - Easy us er interface for staff to add, delete or modify fields, uploads, question sets, budget templates and projected services/activities,  Staff ability to easily create and save unique administrative reports templates.

The reports templates should be able to analyze data including summing, counting, conditional counting and formatting, and averaging.  Ability to assign specific proposals to specific reviewers and track the readers’ progress to completing the reviews and scores.
 Staff ability to give questions unique weighted score and set the rating scale for reviewers.
 Summarize and analyze all data collected. Ability to perform calculations such as cost per youth served, cost per service hours, average reviewer scores, and other reports for review of proposals.
 Ability to transfer applicant data into grant management system.  Ability for one organization wit h a single profile to apply to multiple strategies without the need to enter general organizational information each time.  Post deployment technical assistance.

Desired Capabilities:
 The ability to send email commu nications to applicants and reviewers with the ability to filter recipients.
 The ability for external revie wers to register each grant cycle including information on what strategies qualified to review, upload resumes, and identify potential conflict of interest.
 Email documents generat ed using data fields (e.g., grant award or rejection letters specifying applicant and award amount.)
 Integrate secure signatures (e.g., adobe acrobat).
 The ability to map and present ser vice locations overall, by strategy, or for a specific subset.
 The ability for one organization wi th a single profile to apply to multiple City of Richmond departments and programs.
 The ability for City of Richmond staff to see if the organization is funded by other City of Richmond departments and programs.

B) Develop on Online Grants Management System
The City of Richmond is soliciting a vendor to create a grants management system that 109

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will migrate approved applicant data into a contracting module, including agency and program information, budgets, participant projections, service projections. The system should also have periodic reporting that includes narrative responses, actual service data compared to projections, and the ability to invoice against the approved budget.

At the program level, grantees will have to create unique participants including demographics information, setup services and activities, and track and report participant level data in services and activities. Certain strategies may have unique service types.

Grantees should also have access to data that is easily understandable such as dashboards tracking RFCY outlined metrics. They should also have some standard grantee level administrative reports and the ability to create customizable reports to analyze their performance year -to-date.

The grants management system should be fully developed and operational by the projected proposal start date. The system should accommodate multiple users per each funded program with varying levels of access. Development work needs to include initial meetings with staff and current grantees about the needs and desires of the system, plan and curriculum for training staff and grantees, ongoing technical support and post deployment support.

Required Capabilities:
 Migration of applicant data in to grant management data for approved grantees.  The ability for grantees to submit their scope of work, including projected program budget, activities, and client enrollment for city review and approval. The system should track who and when forms are submitted, then auto-generate notices for staff to review what was submitted.
 The system should be able to track any requested changes to th e scope of work and be able to keep past versions if the new scope of work is approved. The system should track who and when forms are submitted, then auto-generate notices for staff to review what was submitted.
 The ability for grantees to submit progress reports including narrative responses, summary of actuals vs projected services for a period, summary of participants, and invoicing.
 Invoicing should be linked to approved budget line items with built-in validations the ability to generate invoice coversheets and calculate advance payment amounts as a percentage of the grant award, the ability to uplo ad supporting
documentation.
 The ability to track unique client s in unique services and present that data aggregated and at granular level.
 Ease of customization - Easy us er-interface for staff to add, delete or modify fields, uploads, question sets, budget templates and projected services/activities, and actual services/activities data entry.
 Data dashboards in real time for users for major program deliverables such as number of youths to be served, service hour intensity, invoiced amount vs grant award. Easy customization of dashboards for different views for different users.  The ability for grantees to upload data themselves from other database systems 110

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they may be using to reduce data entry repetition.
 Performance management tools fo r staff including data visualization in real time to see trends overall, by strategy, or for a specific subset of grantees.  Staff ability to easily create and save unique administrative reports templates.

The reports templates should be able to analyze data including summing, counting, conditional counting and formatting, and averaging.  Staff ability to create, delet e and modify forms, fields, questions, etc. through an easy user interface without the need for outside coding.  Access to RFP proposal for st aff and grantees from the grant home page so that staff and grantee can easily view what the program was funded for.  Development and implementation of training curriculum and ongoing customer support.
 A place to upload documents to fa cilitate the contracting process, such as City of Richmond schedules, business tax license, uploading fiscal attachments, etc.  Ability to track multi-year g rantee performance along with annual performance.  Post deployment technical assistance.

Desired Capabilities:
 The ability to generate and email documents using data fields.  Integrate secure signatures (e.g., adobe acrobat).
 The ability to analyze data over multiple years.
 Integration of maps to get accura te service locations data including the City Council District.
 The ability to map and present ser vice locations overall, by strategy, or for a specific subset.
 The ability for multiple City of Richmond departments to share uploaded contract documents such as City of Richmond schedules, business tax license, uploading fiscal attachments, etc.
 The ability for City of Richmond staff to see if the organization is funded by other City of Richmond departments and programs.

 Client management system to track unique clients across multiple RFCY programs and/or various City of Richmond departments and programs. Overall, the system should be:
 Accessible through a web browse r with no software to download or hardware to install.
 User friendly for both Richmond Department of Children and Youth (RDCY) staff and grantee staff to easily access key data, both visually and in report form.  Easy and affordable to make future changes to accommodate the changing landscape of grant requirements and deliverables.
 Cost effective in terms of ongoing operating costs e.g. license, support services, customization, etc.
 Mobile friendly

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THE PROPSAL

The proposal should be concise, well organized, and demonstrate the proposer’s qualifications and experience applicable to the project. The proposal shall be limited to no more than twelve (12) pages (8.5 inches x 11 inches), inclusive of graphics, forms, pictures, photographs, dividers, etc. but not of cost proposal, resumes, required forms, certifications, front and back covers, or letters of commitment from sub-consultants. The required font size is 12 point, with minimum left and right margins of one-inch, and top and bottom margins of 0.7 inches.

Each proposal will adhere to the following order and content of sections. Proposal should be straightforward, concise and provide “layman” explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals, which appear unrealistic in the terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. The following proposal sections are to be included in the Respondent’s response:

A. Respondent Cover Letter

A cover letter, not to exceed two (2) pages in length, should summarize key elements of the proposal and shall:
 Confirm that all elements of th is RFP have been reviewed and understood;
 Include a statement of intent to perform the services as outlined;  Express company’s willingness to enter into an agreement under the terms and conditions prescribed by this RFP, which may include, insurance requirements, Sanctuary City Compliance Statement, and in the sample Standard Service Agreement and all other required forms attached.
 Submit a written description and brief history of the company’s experiences, qualifications and successes in providing services described herein. Please indicate the number of employees, client base and location of offices.
 Indicate the address and teleph one number of the Respondent’s office located nearest to Richmond, California, and the office from which the project will be managed.
 Confirm that Respondent has a min imum of three (3) years verifiable California experience.
 Stipulate that the proposal pri ce will be valid for a period of at least 180 days.
 Identify a single person for cont act during the RFP review process; and 112

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 Cover letter shall be signed by an authorized official of the company.

B. Background and Project Summary Section

The Background and Project Summary Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished. Refer to scope of services for this RFP.

C. Methodology Section

Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Services of this RFP. The Methodology Section should include:

1) An implementation plan that describes in detail (i) the methods, including controls by which your firm manages projects of the type sought by this RFP; (ii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work.

2) Detailed description of effort s your firm will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Services" section.

3) Detailed project schedule , identifying all tasks and deliverables to be performed, durations for each task, and overall time of completion.

4) Detailed description of s pecific tasks you will require from City staff.

Explain what the respective roles of City staff and your staff would be to complete the tasks specified in the Scope of Services.

D. Staffing and Timeline

Describe the proposed Project team organization, including identification and responsibilities of key personnel. Include resumes of the Project team assigned to this project. Indicate role and responsibility of prime consultants and all sub- consultants. If applicable, indicate how local firms are being utilized to ensure a strong understanding of state and local laws, ordinances, regulations, policies, requirements, and permitting.

Provide a proposed approach with projected timeline (including trainings and technical support) to conduct and complete the scope of work.

E. Firm Qualifications

The information requested in this section should describe the qualifications of the 113

PAGE 9

firm, key staff and sub-contractors performing projects within the past five years that are similar in size and scope to demonstrate competence to perform these services. Information shall include:

1) Key staff that participated on named projects and their specific responsibilities with respect to this scope of service. 2) A summary of your firm’s demons trated capability, including length of time that your firm has provided the services being requested in this Request for Proposal.
3) Provide at least three (3) refe rences that received similar services from your firm in the past 3 years. The City of Richmond reserves the right to contact any of the organizations or individuals listed. Information provided shall include:

a) Client Name and contact info
 Telephone & e-mail address
 Address
b) Description of services provided including contract amount c) Project start and end dates

F. Cost Information

Provide the total direct and indirect costs to complete all tasks identified in the scope of services. Even if the method of payment to proposer will be a fixed fee, a detailed cost breakdown shall be provided identifying:

1) The number of staff hours and hourly rates for each professional and administrative staff person who will be available to the City; 2) All other direct costs, such as materials and reproduction costs; and 3) Sub-consultant services, if needed.

If project work exceeds one-year period, indicate if the proposed rates are fixed for this entire time frame or specifically include how the rates will be adjusted in year two and three of a contract. These rates will also be used to negotiate costs for other projects (including optional tasks) that may be assigned. No additional funds will be paid above and beyond the original quote given by the selected Respondent.

G. Value Added Services

Please provide any additional services of benefit not specifically required herein, which the Respondent offers to provide.

H. Respondent Assignme nt of Sub-Contract

The resulting contract shall not be assigned, transferred, or sublet, in whole or in 114

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part, without the prior written approval of the City of Richmond. If Respondents intend to subcontract any portion of the resulting contract, they must describe their process for selecting such subcontractor(s) and the quality control measures that the Respondent will employ to ensure that any subcontractor complies with the provisions of Respondent’s contract with the City.

I. Previous Contracts with the City of Richmond

The Respondent shall submit a list which indicates all prime contracts and/or amendments awarded to the proposer by the City of Richmond for the last three (3) years. The list shall include a short description of the Project, the Project scope of work, award date, completion date, name of the City of Richmond’s assigned Project Manager, and contract value.

J. Exceptions to this Request for Proposals

The Respondent shall state whether or not it takes exception(s) to this RFP, including but not limited to the City of Richmond’s Standard Services Agreement – RFP (Attached). If the Respondent does take exception(s) to any portion of the RFP or contract, the specific portion to which exception(s) is taken must be identified by section number and explained. Requests for changes or additions to sections of City of Richmond’s Standard Services Agreement must be shown by requesting deletion of specific words and/or by providing new requested contract language. Requests for complete replacement of the City of Richmond’s Standard Services Agreement for another contract will not be granted. Failure to make exceptions to the RFP or Standard Services Agreement within the proposal will be deemed a waiver of any objection. Exceptions will be considered during the proposal evaluation process.

K. Statement of Impartiality and Disclosure

The nature of this Project requires an impartial unbiased approach on the part of the Respondent’s team. This proposal shall include a statement declaring that the Respondent’s and sub-consultants are not currently, and will not, during the performance of these services, participate in any other similar work involving a third-party with interests currently in conflict or likely to conflict with City of Richmond’s interests. Additionally, proposer is required to disclose any pending or active investigations or litigation that may affect the reputation or ability of the proposer to carry out the Project.

Rejection of Proposal Essentials
The City reserves the right to reject any or all proposals, whether or not minimum qualifications are met, and to modify, postpone, or cancel the RFP without liability, obligation, or commitment to any party, firm, or organization. In addition, the City reserves the right to request and obtain additional information from any candidate submitting a proposal. A proposal may be rejected for any of the following reasons:
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 Proposal received after designated time and date.
 Proposal is incomplete or does not contain the required elements, exhibits, nor organized in the required format.
 Proposal considered not fully responsive to this RFP.

RICHMOND DEPARTMENT OF CHILDREN AND YOUTH: RIGHTS AND

RESERVATIONS
By submitting a proposal, an applicant authorizes RDCY to verify any information the proposal contains. At any time before a contract is issued, RDCY may conduct site visits, interviews, and/or undertake other means to verify applicants’ provision of services before making a final contract determination. RDCY has the right to disqualify applicants whose proposals present false, inaccurate, or incorrect information or are incomplete in any fashion.

If an inadequate number of proposals is received, or the proposals received are deemed nonresponsive, not qualified, or not cost effective, the City may at its sole discretion reissue the RFP.

PROCESS FOR SUBMITTING PROPOSALS

All proposals shall be reviewed to verify that the Respondent has met the minimum requirements. Proposals that have not complied with requirements, do not meet minimum content and quality standards, or take unacceptable exceptions to the General Terms and Conditions of the Service Agreement, will be eliminated from further consideration. Proposals will be reviewed and evaluated by an evaluation committee comprised of City of Richmond personnel.

The City also reserves the right to require modifications follow-up with requests for additional information, including, but not limited to, follow-up interviews. The City may request Best and Final offers based upon improved understanding of the offers or changed scope of service. The City will negotiate with that respondent to determine final pricing, and contract form. Because this proposal is negotiable, all pricing data will remain confidential until after award is made, and there will be no public opening and reading of Proposals. Overall responsiveness to the RFP is an important factor in the evaluation process. The criteria upon which the evaluation of the proposals will be based include, but are not limited to, the following:

 Understanding of services to be provided and ability to provide requested services. (10%)
 Ability to meet the needs of City. (25%)
 Project schedule and depth of s taff available to perform services. (20%)  Experience of firm and key individuals in performing this type of service. (15%)  References from clients for whom similar work was performed. ( 5%) 116

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 Cost. (20%)
 Quality, clarity, and respons iveness of proposal. (5%)

Interview/presentations

Respondents may be requested to give an oral presentation/demonstration on the proposal, which would include a detailed analysis of how each of the RFP requirements would be addressed should Offeror receive the award. The demonstration shall be conducted at no cost to the City. The purpose of the presentation is to verify the vendor’s capability, suitability, and adaptability to the performance requirements stipulated in this solicitation.

The City will schedule the interview date, time, and location with the successful finalists.

If the vendor fails to participate in the interview on the specified date stipulated, the City may elect to reject the proposal or to re-schedule at its discretion.

Respondents are not guaranteed an opportunity to have an interview. Respondents may be eliminated from consideration based solely on inability to meet minimal requirements and/or review of written proposals. The City shall be the sole judge of the acceptability of the proposal in conformance with the specifications and its decision shall be final.

Respondents will be given at least two (2) weeks advance notice if required to make a presentation. If required these presentations may take place at the following location via a virtual meeting platform (i.e., MS Teams, Zoom) or:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804

If special accommodations are required in order to participate, please contact RDCY team at [email protected] no later than three (3) days before the event.

CONTRACT AWARD AND NEGOTIATIONS
1) The selection process will include an initial screening of the responses based on required elements. All qualified written responses will then be evaluated and ranked. The Department has the option of conducting oral interviews as part of the evaluation process.
2) The final selection of all contractors for projects, based upon the written response (and possibly an interview), will be made by the Richmond Fund for Children and Youth
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3) The contract amount (including reimbursements) shall be a not-to-exceed amount, to be established based upon a mutually agreeable Scope of Services and fee schedule.
4) The City will withhold the final 10% of the contract amount pending successful completion of work.
5) Upon successful completion of the negotiations, the City Administrator will award the contract to the selected contractor.
6) The selected contractor will be required to enter into a contract that contains similar terms and conditions as in the standard agreement. Please note that the City Attorney’s Office is typically not inclined to make any modifications to the standard agreement terms and provisions.
7) Upon award the City will issue a Notice to proceed.
8) The selected contractor and its other members will be required to maintain auditable records, documents, and papers for inspection by authorized local, state and federal representatives. Therefore, the contractor and its other members may be required to undergo an evaluation to demonstrate that the contractor uses recognized accounting and financial procedures.

GENERAL GUIDELINES
This RFP does not commit the City of Richmond to award a contract, to defray any costs incurred in the preparation of a proposal pursuant to this RFP, or to procure or contract for work. The City of Richmond may reject a proposal without providing the reason(s) underlying the declination. A failure to award a contract to the proposer with the lowest cost proposal shall not constitute a valid cause of action against the City of Richmond. The City may investigate the qualifications of any respondent under consideration, require confirmation of information furnished by the respondent, and require additional evidence or qualifications to perform the Services described in this RFP. A proposal may be rejected for any of the following reasons:
 Proposal received after designated time and date.
 Proposal not in compliance with the City of Richmond Local/Small Local Business Enterprise Program.
 Proposal is incomplete or does not contain the required elements, exhibits, nor organized in the required format.
 Proposal considered not fully responsive to this RFP

The City reserves the right to:

1. Reject any or all proposals.
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2. Issue subsequent Requests for Proposal.

3. Postpone opening for its own convenience.

4. Remedy technical errors in the Request for Proposal process.

5. Negotiate with any, all, or none of the Respondents.

6. Solicit best and final offers from all or some of the Respondents.

7. Select one or more Respondents.

8. Accept other than the lowest proposed fees.

9. Waive informalities and irregularities in proposals.

Insurance Requirements
The City of Richmond requires consultants doing business with it to obtain insurance, as shown in RFP Attachment 2. The required insurance certificates must comply with all requirements of the standards as shown and must be provided within fifteen (15) days of issuance of the Notice of Intent to Award and prior to the commencement of any work on the Project.

Business Licenses
The successful Contractor and all subcontractors used in the work will be required to hold or to obtain a City of Richmond business license for which the fee will not be waived.

END OF RFP
119
CRM Grants Management Proposal Scoring/Rating 05.25.2023 Organization Name Review 1 Reviewer 2 Reviewer 3 Reviewer 4 Reviewer 5 Reviewe 6 Totals Avg. Score Amplifund 82 94 92 86 97 80 531 88.50
FLUXX 90 94 90 86 100 67 527 87.83
Sumittable 70 92 94 85 70 85 496 82.67
Crowe 79 71 79 76 71 71 447 74.5
City Data Services 22 85 81 83 82 72 425 70.83
SmartSimple 68 73 75 74 70 65 425 70.83
Bonterra 55 70 72 66 64 72 399 66.5
Integrated 46 65 86 70 70 55 392 65.33
Polus* 68 71 76 72 0 49 336 56.00
Simple Solutions 37 80 60 74 0 51 302 50.33
WhizHive 48 79 78 10 0 215 35.83
Software 0 50 55 41 0 0 146 24.33
Valsa 0 19 25 20 30 0 94 15.67
120
Rank Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 1 Amplifund Amplifund Fluxx Fluxx Fluxx Sumbittable
2 Smart Simple Amplifund Amplifund Amplifund Fluxx
3 SmartSimple SmartSimple Smart Simple Smart Simple
4 City Data Services City Data Services Amplifund
5 Crowe City Data Services
6 Crowe

CANDIDATE RANKING SHEET

GRANTS CRM INTERVIEW
6/20/2023
121
Rank Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 1 Sumittable Sumittable
2 Fluxx
3 4
5 6

CANDIDATE RANKING SHEET

GRANTS CRM SCRIPTED DEMO
11/18/2024
122

CITY OF RICHMOND

STANDARD CONTRACT
Department: City Project Manager:

City Project Manager E-mail: City Project Manager Phone No:

Vendor No: Contract No:

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No:
☐ A California corporation, ☐ limited liability corporation ☐ general partnership, ☐ limited partnership, ☐ individual, ☐ non-profit corporation, ☐ individual dba as [specify:] ____________________ ☐ other [specify:] _______________________________

2. Term. The effective date of this Contract is _______________________ and terminates _________________ unless terminated earlier as set forth herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $______________ (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:

FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________

4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.

5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.123

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.

10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.

11. Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)

By: _________________________ By: ___________________________ Title: ________________________ Title: __________________________ Date Signed: _________________ Date Signed: ___________________

I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)

By: _________________________ By: ___________________________ City Clerk Title: __________________________
Date Signed: ____________________
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: _________________________ 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G

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Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT A

SERVICE PLAN

Contractor shall, to the satisfaction of the Project Manager ( set forth in Exhibit B) , perform the following services and be compensated as outlined below [or attach service plan if necessary]:

125
Statement of Work
Issuedto:Cityof Richmond, CaliforniaAttn: PatrickSeals, AdministrativeChief450CivicCenter Plaza, Suite300Richmond, CA94804UnitedStates Issuedby:SubmittableHoldings111 NorthHigginsAveMissoula, Montana59802 Oliver LudeckeDirector, CaliforniaPublicSector Grant [email protected] Date: 11/25/2024
126
ThisStatement of Work(“SOW”) detailscertainduties, obligations, andresponsibilitiestobeperformedbySubmittableinaccordancewiththetimeperiodsset forthherein, aswell ascertainconditionsof theengagements. Finally, thisSOWshall beexpresslyconditionedupon,andsubject to, thetermsandconditionscontainedintheSubmittableCustomer TermsofServiceandincorporatedhereinbythisreference.

DESCRIPTIONOFWORK
Project Overview/ ObjectivesTheCityof Richmond, together withSubmittable, aimstostandupanapplicationmanagementsoftwareroughly4weeksafter contract signing, toallowRichmondresidentsasecure,easy-to-useplatformtoregister toreceivegrant assistancethroughtheCityof Richmond.

Overall, the goal is to partner with the City of Richmond toservetheDepartment of Children&Youth for their Richmond Fund for Children and Youth FY 2025-28, in addition to their ECIACompetitive Grant, Love Your Block Mini Grant, Community Services Department Mini Grant,their Neighborhood Public Art (NPA) grants, Veolia North Richmond Mitigation Fund GrantProgram. The outcome is for SubmittabletoproduceafullytestedSaaS(SoftwareasaService)solution that supports a large influx of submissions while supporting relative 3rd partyintegrations (3rd party softwares) to ensure the accuracy of data collectionwhilealsoassistingin the creation of an automated reviewprocess which will aidinthedownselectionprocessoftopapplicants.

A branded portal will be developed to provide the user base a seamless experience intransitioning fromthe City of Richmond’s site toitsSubmittablegrant applicationsoftware. Thispairing will create an experience where the look and feel of thesiteisuniquelybrandedtotheCity’srequest.

ScopeandDeliverablesPer therequiredoutcomes, Submittableanticipatesdevelopment activitiesanddeliverablesincludingthoselistedbelow:

AutomatedReview:Theautomatedreviewcomponent of thisSOWoutlinestheresponsibilitiesandprocessesrelatedtooverseeingthesuccessful executionof thisinitiative. 127
● ScopeandObjectives: TheTechnical Implementationteamwill aidtheCityof Richmondbydevelopinganautomatedreviewprocesswhichwill assist inthedownselectionoftopapplicants. ATechnical ImplementationEngineer (TIE) will workwiththeCitytoproduceascoringrubric. TheCity’sscoringrubricwill thenbeassignedwithinareviewstageuponsubmissionof AutomatedReviewfor Thresholdandafter theBoarddecisionismadeStage3. - OutcomesandThresholdreview.● Keyrubricpiecesincludebonuspointsinscoreif anindividual applicationissubmittedfromtheRichmondareas.Rubricwill alsoincludethefollowingscoringareas:

1. MeetsMinimumCriteria(tobedeterminedbyCityof Richmondstaff)2. ZipCodewithinCountyLimits(tobedeterminedbyCityof Richmondstaff)3. Narrativeisof Sufficient Length4. BonusPointsfor all Richmondbasedapplicants5. Project CompletionwithinCalendar Year Submittablewill support thediscoveryanddefinitionof criteriarequirementsfor oneautomatedreviewstageof all Cityof RichmondGrant programsfor ThresholdandBoardreview. Thiseffortwill focusonidentifyingfieldsfromtheapplicant'sinitial formtobeutilizedfor automatedscoringoutputs, includingthepotential assignment of bonuspoints.

ApproachSubmittablewill completethediscoveryphasepost-sale, ensuringall questionsareaddressedtomeet theprogram'sweightedscoringrequirementseffectively. ● ReviewStages-1. ThresholdReview- Automatedreviewconfirmedbyreviewers: Validationsfororganizationidentificationcriteria. If enteredbytheapplicant , theSubmittableplatformwill referencetheIRSdatabasetodetermineeligibilityof organizations. Their statuseswill reflect intheOrganizationrecordtabof Submittable.○ ThreeLabelswill determinethestatusof anapplicant ■ FailDOJ- Passfor matchinSecretaryof State(CA) system, nomatchfoundor insufficient for Department of Justice(CA) finding.■ FailSOS- Passfor matchinDepartment of Justice(CA) , nomatchfoundor insufficient for Secretaryof State(CA) finding.■ Fail- NomatchonDOJor SOS. 128

2. ScoringReview(Manual)
Combinednatureof:

AgencyHistoryandCapacity
ProgramDesign
OutcomesandImpact
RequiredResourcesandBudget Request -● Theprogramprovidesaclear budget that describesstaffingandassociateddirect costsrequiredfor successful programimplementation. Expensesarereasonableandcommensuratewiththescaleof servicesproposed.● Additional resourcesareidentifiedtosupport theprogram, withreasonableplanforsecuringmatchingfunds. Thetotal programbudget of RFCYfundingandadditionalmatchingfundingisrealisticandreasonablefor theproposedlevel of services.● ReviewBudget formtoseeif budget lineitemsarereasonablefor thescaleof servicesproposedandcorrelatestotheNarrativeresponses.

3. RFCYBoardRecommendations- Nosystemreviewrequired. TheadministrativeteammovesfinaliststoAutomatedReviewstage4.

4. AutomatedReview- Determinedbyanautomatedreviewprocess: UtilizetheSubmittableandCityof Richmondapprovedweightedscoringreviewrubrictocompletearankingof submissionstosubmit over totheRichmondCityCouncil. Agreeduponcriteriawill bescoredagainst all submissionsthat aremovedpast Stage3.Thegoal istosupport thestackrankingof applicationsthat canbefilteredacrossthe4coreneeds. *Submittablewill beresponsiblefor creatingareport, tofall backonshowinghowtheseapplicationsarerankedbylabel of coreneedsdeterminedbyeachRichmondprogram. 129

5. RichmondCityCouncil - Onlyselect applicantsthat havecompletedrankingwillproceedintoapproval stagesandpost awardtracking. ● TimelineandSchedule: SubmittableTechnical Implementationteamwill createandmaintainadetailedproject timelineandschedule, outliningkeyproject milestones,tasks, dependencies, deliverables, anddeadlinestoensurethetimelycompletionof thisinitiative.

CustomBrandedPortal (CSS)Our Customer SuccessEngineerswill customizeyour front facingSubmittablepagetomatchthelookandfeel of your brand, includingheaders, footers, color schemes, fonts, andexternallinks. Submittablewill provideyouwitharesourcetouploadyour CSSassetstoallowthecustomCSSbuildtooccur.

Pleasenote: All emailsandcommunicationfromSubmittablewill beco-brandedwithSubmittablelogosandemail domains.

CustomURLOur customer successengineerswill customizeyour Submittabledomainbyremoving“submittable.com”fromtheSubmittablepageURL.

ASubmittableCustomer SuccessEngineeringwill workwithyoutoestablishyour URLwithinSubmittable’ssubdomains.

SingleSignOn(AzureEntraID)ASubmittableCustomer SuccessEngineer will assist theCityof Richmondstaffwiththesetupof SAMLSingleSign-OnbetweenSubmittableandtheCity’sIdentityProvider. Submittablewillrequest metadataandattributeinformationfromtheCityof RichmondwhileprovidingSubmittablemetadatafor newServiceProvider configurationwithintheCity’sIdentityProvider.

After completionof ServiceProvider SetupbytheCityof Richmond, Submittablewill configureSSOandguidetheRichmondstaffthroughtestingtheintegration. 130
Implementation
Submittablewill provideitsDeluxeImplementationPackageinorder toacceleratesetupof theCityof Richmond’s grant programsaswell ascomprehensivelysupport theCityinitsadoptionandscalingof theSubmittableplatform.

Thisimplementationpackageprovides40hoursof tailoredengagement withanassignedSubmittableimplementationspecialist acrossthefirst 120daysof thesubscriptionyear.

TheDeluxeImplementationPackageisdesignedfor clientswitharobust program, complexworkflow, andaneedfor comprehensive, customizedtrainingwithaproduct expert. YourdedicatedImplementationSpecialist will consult withyouabout your current processandguideyouthroughthetransitiontoSubmittable, buildingyour formsandworkflowfor your projectsandprovidinghighlypersonalizedadvice, extensivetraining, andcollaborativeassistance. Theendgoal of theimplementationsessionistwofold:First toset youupfor immediatesuccessbyhelpingbuildandevaluateyour current process, andsecondtotrainyouontheSubmittableplatformtoenableyoutobecomeself-sufficient movingforward.

WithintheDeluxeImplementationPackage, your ImplementationSpecialist will facilitate:● Workflowdesignandvalidation● Buildingout of your formsandworkflowsfor thebelowlistedprograms.○ Intake, Review, Pre-Award, Post-AwardMonitoring■ Messaging, Templates, Standardizedcommunicationfor applicant base.● Trainingonplatformtoolsandfeaturesaswell asbest practicesingrant management● Testingassistanceof reviewer andapplicant experience● Trainingresourcesfor reviewersandapplicants● Best practicesoncommunication, submissionmanagement, funds, andreporting● Resourcesfor continuedlearning ProgramsinScope:1. RichmondFundfor ChildrenandYouthFY2025-282. ECIACompetitiveGrant3. LoveYour BlockMini Grant4. CommunityServicesDepartment Mini Grant5. NeighborhoodPublicArt (NPA) grants6. VeoliaNorthRichmondMitigationFundGrant Program 131
Plan
Submittabletakesaconsultativeandcollaborativeapproachtotheimplementationof itsplatform. Wewill worktogether withtheCityof Richmondstakeholderstotailor thoseprogramsandprocessesinorder todeliver thedesiredgoalsandstrategicvisionyouset forth. Further,Cityof Richmondunderstandsthat onlyoneImplementationPackagemaybeusedat atime,andthat aprogrammust beclosedout inorder tostart thenext implementationpackage.

TimeCommitment: Recommendationsfor Success
GiventheCity’sdesiretobegintheonboardingprocessquickly, theSubmittableImplementationteamhighlyrecommendsschedulingat least one60minutemeetingaweekwiththeCityof Richmond’sdedicatedImplementationSpecialist toensureasuccessful andtimelyprogramlaunch. Wealsorecommendweekly“quickstandupmeetings,”whichconsist of5-10minutes, wherebyour respectiveteamsrunthroughalignment checksontasksneededtounblockworkfor theSubmittableteam.

AssumptionsandClient Responsibilities
Thein-scopeServices, anticipatedproject duration, plannedoutcomesandfeeestimatearebasedontheassumptions, includingtheClient’sexecutionof itsresponsibilities. Anyincorrect assumptionor delayor nonperformanceof theClient'sresponsibilitiesmayresult indelaysor Submittable’sinabilitytoperformitsresponsibilities.Assumptions:● Submittablewill relyonall decisionsandapprovalsof Client inconnectionwiththeServices.● SubmittableandClient will participateinat veryleast weeklystatusreviewmeetingstodetermineaccomplishmentswiththeplanandidentifyissuesthatneedimmediateresolution.● Submittablewill utilizereasonableeffortstoretainandmaintainassignedresourcesthroughout thisproject. Submittablereservestheright toutilizeresourcesthat werenot originallyassignedtotheproject. Intheevent Submittablechoosestochange, remove, or addresourcestotheproject, SubmittablewillreviewresourceupdateswithClient assoonasreasonablypossible. 132
● All workwill bescopedtobedeliveredwithinthetimeestimatesallotted. If arequirement or deliverableisdefinedor redefinedinsuchawaythataccomplishingit wouldexceedthebudget for theproject, anamendment will beproposedandrevisedestimateprovided.● Submittablewill not beresponsiblefor delays, additional costs, or other liabilitiescausedbyor associatedwiththeactsor omissionsof Client or Client-affiliatedthird-partyresources, includingtheir failuretoexecutetheClient responsibilities.● ServicesprovidedbySubmittablerelatingtosecurity, risk, governanceor othercompliance-relatedmattersdonot constitutelegal or regulatorycomplianceadvice. Client isresponsiblefor assessingitslegal, securityandregulatoryrequirementsandwhether useof theServicesmeetsthoserequirements.● Unlessspecifiedinthescopeof work, activities, or deliverables, Client will beresponsiblefor ensuringthat Client stakeholdersareawareandalignedtotheobjectivesof theengagement andavailabletomeet thetimelineof theengagement. For bothClient operatorsandendusers, asneeded, theClient willberesponsiblefor documentationof current andfuturestateprocesses, definitionof personasandusecases, communications, training, testing, anddeploymentsupport.● Correctionandreworkof deliverables, includingbuganderror fixes, areconsideredchargeableproject time(“Normal Rework”) unlessSubmittablefailedtoutilizegoodcommercial practicesinthedevelopment of suchdeliverables(“Abnormal Rework”). Theeffort allocatedfor Normal Reworkwill betime-boxedandconstrainedsolelybytheproject budget remaining.Client Responsibilities:● Designateandprovideaccessthroughout theproject totheClient individualsservinginproject support roles, includingtheproject sponsor andstakeholders, eachhavingsuitableskills, experienceknowledge, capacityandsubject matter expertisefor theirrole● Providepromptlysuchinformation, documentation, decisions, approvalsandassistanceasrequestedor necessaryfor Submittable’sperformanceandmaintenanceof projectcadence. 133

2. Project Milestones&Phasesof Work
Task#
Task(Milestoneand/orDeliverable)
Assignee ExpectedStart Date
ExpectedDuration
1 Contract Close*
Submittable, Cityof Richmond
1/21/25(or prior) 1 day
2 Project KickoffMeetingandassettracker delivered
Submittable 1 weekaftercontract signing
1 day
3 Programbuildout (Initial form,Email templates, pagebranding) Submittable
4weeksaftercontract signing
~3weeks
4 User AcceptanceTesting
Cityof Richmond,Submittable
3/18/2025 1 day
5 ProgramFormLaunch&liveperiod**
Submittable 3/24/2025 2weeks
*All timelines are estimated based on a contract execution date on or around 01/21/2025.Should contract execution extend beyond the before date, the deadline for thesedeliverables is expected to move out by the same number of days equal to the number ofdayspost-signing. **In the week preceding ProgramFormLaunch, Parties agree to participate in a Go/No-Goprocessfor approval of theprogramlaunch.

SubmittableTeamTeammember Role+Responsibilities Contact InfoOliver Ludecke Director, CaliforniaPublicSector Grants [email protected] Wadood SolutionsEngineer [email protected] Customer SuccessEngineer TBDTBD Technical ImplementationEngineer TBD 134
CompletionCriteria
Submittable and City of Richmond agree that the project will be considered complete onceSubmittable delivers the final project close-out reportstoCityof Richmond. Theestimateddateof thisdeliverableistheendof March, 2025.

ChangeControl Procedure
Changes to project scope, incorrect assumptionsor missingprerequisitesmayaffect cost,resources or schedule. Other circumstances may arise beyond Submittable’s control thatmay cause it to be unable to accomplish the project objectives and would require amodification to this SOW. Any such modification shall be a written amendment to thecontract that details material changes to staff requirements, deliverables, fees andmilestones, as applicable. If the parties do not agree tosuchproposedamendment, theneither may suspend the Services to allowtime for the parties to agree on an alternativeamendment.

For Customer:
_________________________Signature
_________________________Print Name
_________________________Title
_________________________Date
135
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT B

PAYMENT PROVISIONS

1. COMPENSATION TO CONTRACTOR:

a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.

b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.

c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.

2. SUBMISSION OF INVOICES:

Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:

Attention: City of Richmond Finance/Account Payable
Project Manager: _______________________
P.O. Box 4046
Richmond, CA 94804

3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _______________________, before payments shall be authorized.

a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.

b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.

4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.
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Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.

2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).

3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.

4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: ________________________________________________

5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:

Attn:

Email: ________________________________________________ 137
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.

The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.

2. TIME IS OF THE ESSENCE:

Contractor and the City agree that time is of the essence regarding the performance of this Contract.

3. STANDARD OF CARE:

Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.

5. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, 138
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City.

b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee.

d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.

7. RECORDS:

a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).

b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.

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Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

8. PERMITS AND LICENSES:

Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder.

The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

9. TERMINATION:

a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.

b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

10. CONFLICT OF INTEREST:

Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under 140
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

11. HOLD HARMLESS:

a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract.

b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).

12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:

a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.

The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for 141
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money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent.

c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint- venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.

d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add sub- contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.

e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.

f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”

g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.

13. SAFETY:

a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.

Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable 142
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federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.

b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.

Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.

14. INSURANCE:

Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

15. COMPLIANCE WITH ALL APPLICABLE LAWS:

a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,

2.52, 2.56, and 2.60, if applicable.

b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.
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c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor.

d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.

Contractor agrees to abide by the terms and conditions of said policies.

16. INTEGRATED CONTRACT:

The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.

17. CONFLICTING PROVISIONS:

In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

18. FORCE MAJEURE:

Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of 144
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California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.

20. CLAIMS:

Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

21. INTERPRETATION:

This Contract shall be interpreted as if drafted by both parties.

22. WARRANTY:

If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

23. SEVERABILITY:

In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

24. AUTHORITY:

City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, 145
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and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.

25. WAIVER:

The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

26. COUNTERPARTS:

This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):

The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G. 146
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EXHIBIT E

SPECIAL CONDITIONS

The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):

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This Submittable Customer Terms of Service (“TOS”) is by and between Submittable Holdings, Inc., a Delaware Corporation with offices located at 101 E. Front St, Suite #500, Missoula, MT 59802 (“Submittable”) and City of Richmond, California, the person or entity who executed the Order Form (“Customer” or “You”). This TOS is effective as of the date You executed the Order Form. Submittable and Customer may be referred to collectively as the “Parties” or individually as a “Party.”

1. Acceptance of the TOS. The TOS governs Your access to and use of Submittable’s Services. Please read this TOS carefully before You start to use the Services. By using the Services or by executing the Order Form, You accept and agree to be bound and abide by this TOS. If You do not want to agree to this TOS, You must not access or use the Services. The Services are offered and available to users who are 18 years of age or older. By using the Services, You represent and warrant that You are of legal age to form a binding contract with Submittable and that You have read, understood, and agree to be bound by this TOS. If You agree to this TOS on behalf of an entity, You represent that You have the authority to bind such entity to this TOS. If You do not meet all of these requirements, You must not access or use the Services.

2. Additional Definitions. In addition to terms defined throughout this TOS, the following terms have the following meanings:
“Authorized User” means Customer’s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this TOS; and (b) for whom access to the Services has been purchased under this TOS. “Customer Data” means all information, data, and other content, in any form or medium, that is processed by Submittable on behalf of Customer under or in connection with this TOS, whether supplied by Customer, an End User, or otherwise, and all intellectual property rights in the foregoing. Customer Data includes reports generated by the Services based on previously existing Customer Data. Customer Data does not include Resultant Data or Submittable IP.
“Documentation” means any documents or materials that Submittable provides to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Submittable IP. “End User” means a natural person or entity utilizing the Services to submit or transfer End User Data to Customer via the Services.
“End User Data” means all information, data, and other content, in any form or medium, that is submitted, transferred, transmitted, or otherwise sent, directly or indirectly from an End User by or through the Services that is processed by Submittable on behalf of Customer under or in connection with this TOS. “Order Form” means the provisions for Customer’s purchase of the Services which Customer shall execute to purchase the Services and is incorporated here by reference. “Resultant Data” means data and information related to Customer’s, an Authorized User’s or an End User’s use of the Services that are used by Submittable in an aggregate and anonymized manner and only in accordance with this TOS.
“Services” means the software-as-a-service described in the Order Form. “Submittable IP” means the Services, the Documentation, and any and all intellectual property that are provided or used by Submittable or any Subcontractor or Sub-processor in connection with the Services or this TOS or otherwise comprise or relate to the Services or Submittable’s information technology infrastructure and all intellectual property rights in any of the foregoing. Submittable IP includes Resultant Data, but does not include Customer Data.
“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Submittable.

3. Access and Use.

3.1. Provision of Access. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this TOS, Submittable hereby grants Customer a non-exclusive, non- transferable right to access and use the Services during the Term. Customer must set up a Submittable account by selecting access credentials for Customer and its Authorized Users. Customer and its Authorized Users shall create platform logins and provide Submittable with certain registration information, all of which must be accurate and updated as appropriate and comply with Submittable’s registration policies then in effect. The Order Form sets forth Fees for designated levels of usage, Authorized Users, 148
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3.2. Documentation License. Submittable hereby grants to Customer a non-exclusive, non-sublicensable, non- transferable license to use the Documentation during the Term solely in connection with Customer’s use of the Services.

3.3. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this TOS and the terms and conditions of the Order Form. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of their own then- valid access credentials; (vii) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; or (viii) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services.

3.4. Suspension or Termination. Submittable may suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other person’s access to or use of all or any part of the Services without incurring any resulting obligation or liability, if: (i) Submittable receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Submittable to do so; or (ii) (1) Customer or any Authorized User has failed to comply with any term of this TOS or the Order Form, provided Submittable has provided Customer prior written notice and provided a reasonable opportunity to cure; or (2) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services (subclauses (i) or (ii) a “Services Suspension”). This Section does not limit any of Submittable’s other rights or remedies, whether at law, in equity, or under this TOS. Submittable shall resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured, if curable.

3.5. Submission Fees. Customer may not solicit credit/debit card information from End Users in any way other than utilizing Submittable’s built-in payment processing interface, including, but not limited to, the creation of custom form field entries. Customer will be charged Submittable’s expenses in processing such fees.

Provided Customer is in breach of its payment obligations under this TOS, Submittable shall retain the fees received from an End User as an offset unless and until Customer becomes current on its payment obligations.

3.6. End User Entries. Customer agrees to act in good faith to uphold Customer’s policies and the promises made to End Users in connection with the Services. Where applicable, this requires that Customer act in good faith to review submissions, make awards, and refund fees where appropriate. Customer is solely responsible for the performance of Customer’s policies and promises to End Users.

3.7. Unethical Behavior. Customer may confidentially report unethical behavior concerning the use of the Services by contacting Submittable at: phone: (855) 467-8264, ext. 2; email: [email protected]; mail: P.O. Box 8255, Missoula, Montana 59807.

3.8. Professional Services. Provided Customer has purchased additional professional services from Submittable (“Professional Services”) the terms of such services, including additional terms related to Fees and/or payment terms are set forth in a separate statement of work which is incorporated here by reference. If the Professional Services involve Submittable’s management of distributing Customer funds to recipients of such funds, Exhibit D shall be in effect, and each Party shall abide by its obligations.

3.9. Removal of Customer Data. Submittable may remove or disable any Customer Data (i) as permitted under this TOS; (ii) as required by applicable law; (iii) thirty (30) days after the Term; or (iv) upon Customer’s written request.

3.10. Resultant Data. Notwithstanding anything to the contrary in this TOS, Submittable may monitor Customer’s use of the Services and collect and compile Resultant Data. Resultant Data must be used in a manner where such use cannot reasonably lead to the identification of any Customer, Authorized User, or End User. Submittable may use Resultant Data for statistical and performance information, optimization 149
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3.11. Submittable Access. Submittable has the right, but not the obligation, to monitor the Services, Customer’s, an End User’s, or Authorized User’s use of the Services, or Customer or End User Data to (i) determine compliance with this TOS, (ii) at Customer’s, an End User’s, or Authorized User’s request for technical support or otherwise, (iii) to satisfy any law or authorized government request; or (iv) ensure performance and security of the Services.

3.12. Changes to Services. Submittable reserves the right, in its reasonable discretion, to make any changes to the Services and Submittable IP that it deems necessary or useful to: (i) maintain or enhance: (1) the quality or delivery of Submittable’s Services to its customers; (2) the competitive strength of or market for Submittable’s Services; or (3) the Services’ cost efficiency or performance; or (ii) to comply with applicable law.

3.13. Subcontractors. Subject to the terms of the Data Protection Addendum set forth in Exhibit B (“DPA”), Submittable may from time to time in its discretion engage third-parties to perform Services (each, a “Subcontractor”). Submittable shall be responsible for the acts and omissions of any Subcontractor under this TOS.

4. Customer Responsibilities.

4.1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this TOS if taken by Customer will be deemed a breach of this TOS by Customer.

4.2. Customer Systems and Cooperation. Customer shall at all times during the Term: (i) set up, maintain, and operate in good repair all Customer systems on or through which the Services are accessed or used; (ii) provide Submittable personnel with reasonable cooperation and assistance to enable Submittable to provide the Services and support to Customer; and (iii) provide reasonable cooperation and assistance as Submittable may reasonably request to enable Submittable to exercise its rights and perform its obligations under and in connection with this TOS.

5. Service Levels and Support.

5.1. Service Levels. Submittable shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in Exhibit A.

5.2. Support. The Order Form sets forth the designated levels of support (“Support Services”), including the Fees payable by Customer for the levels of Support Services. Submittable shall provide the Support Services in material accordance with the Order Form.

6. Security and Privacy.

6.1. Submittable Security and Privacy Obligations. Customer, as data controller, grants to Submittable the right to process, transmit, store, use, or disclose Customer Data to the extent necessary to provide the Services to Customer and as otherwise expressly set forth in this TOS. In the performance of the Services, Submittable shall comply with the DPA.

6.2. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all Customer Data within its control, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iii) the security and use of Customer’s and its Authorized Users’ access credentials; (iv) all access to and use of the Services directly or indirectly by or through the Customer systems or its Authorized Users’ access credentials; and (v) obtaining any applicable consents required by law from Authorized Users, End Users, or other individuals for Submittable to process Customer Data and End User Data.

6.3. Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (i) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services and any Professional Services; and (ii) control the content and use of Customer Data under Customer’s control.

7. Fees and Payment.

7.1. Fees. Customer shall pay Submittable the fees set forth in the Order Form (“Fees”) or as otherwise delineated or adjusted as set forth in this TOS.
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7.2. Renewal Fees. The Fees applicable to each Renewal Term shall automatically increase to match Submittable’s then current list prices for similar Services, provided that in no event shall any such price adjustment exceed 15% of Submittable’s list prices for the same Services as of the effective date of this TOS (exclusive of any discount, rebate, promotion, or the like).

7.3. Taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by Customer under this TOS, other than any taxes imposed on Submittable’s income.

7.4. Payment. Submittable shall bill Customer by invoice. Customer shall pay all Fees on or prior to the due date(s) and on the terms set forth in the Order Form and in the applicable invoice. Customer shall make all payments in US dollars by payment method as agreed upon by the Parties. Customer shall make payments to the address or account specified in the Order Form or such other address or account as Submittable may specify in writing from time to time. Customer’s full payment per invoice is due within thirty (30) days of receipt unless otherwise specified in the Order Form or the applicable invoice.

7.5. Submission Fees. Should Customer collect fees from End Users, Submittable will collect a service fee of five percent (5%) of the total amount each End User pays plus ninety-nine cents ($0.99) for each time Customer charges an End User. Then Submittable will remit the remaining amounts paid by such End User to Customer. Submittable shall charge Customer actual expenses for remitting payment to Customer and shall be entitled to offset the fees due to Customer under this paragraph.

7.6. Late Payment. If Customer fails to make any payment under this TOS when due then, in addition to all other remedies that may be available:

7.6.1. Submittable may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;

7.6.2. Customer shall reimburse Submittable for all reasonable costs incurred by Submittable in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and

7.6.3. if such failure continues for ten (10) days following written notice, Submittable may suspend performance of the Services until all past due amounts and interest have been paid, without incurring any obligation or liability to Customer or any other person by reason of such suspension.

7.7. Payment Disputes. Customer shall notify Submittable in writing of any dispute with any payment request, along with substantiating documentation, within thirty (30) days from the date of the payment request.

Customer will be deemed to have accepted all payment requests for which Submittable does not receive timely notification of disputes and shall pay all undisputed amounts due under such payment requests within the periods described in this TOS.

8. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third- party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Customer Data is the Confidential Information of Customer. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third-party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations under this TOS. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under this TOS, including to make required court filings. On the expiration or termination of the TOS, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and, if requested by the disclosing Party, certify in writing to the disclosing Party that such Confidential Information has been destroyed. The Parties incorporate by reference the whistleblower notice found in the Federal Defend Trade Secrets Act of 2016. See 18 U.S.C. § 1833(b).

9. Intellectual Property Ownership; Feedback.
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9.1. Submittable IP. Customer acknowledges that, as between Customer and Submittable, Submittable owns all right, title, and interest in and to Submittable IP and, with respect to Third-Party Materials, the applicable third-party owns all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials. Submittable reserves all rights not expressly granted to Customer in this TOS. Except for the limited rights and licenses expressly granted under this TOS, nothing in this TOS grants, by implication, waiver, estoppel, or otherwise, to Customer or any third-party any intellectual property rights or other right, title, or interest in or to Submittable IP.

9.2. Customer Data. Submittable acknowledges that, as between Submittable and Customer, Customer owns all right, title, and interest in and to the Customer Data. Customer hereby grants to Submittable a non- exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Submittable to provide the Services to Customer.

9.3. Feedback. Customer grants to Submittable a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Authorized Users relating to the operation of the Services. All such feedback is provided “as is” without warranty of any kind.

9.4. Marketing. Customer grants Submittable and its successors and assigns the perpetual worldwide right and license to use Customer’s business name, logo, information publicly available about Customer, Customer’s use of the Services, and affiliation with Submittable to advertise and promote Submittable and the Services in any and all media and by any and all technologies and means of delivery whether now or in the future known or devised, without further consent from Customer and without any royalty, payment, or other compensation to Customer, subject to Customer’s standard trademark guidelines Customer provides to Submittable. To opt out of the right and license granted in this paragraph, please email: license-opt- [email protected].

9.5. Email Identifiers. Customer agrees that the Services may send automated emails to actual or potential End Users or Authorized Users. For example, the Services may send an automated email acknowledging an End User submission. For every such email, Customer acknowledges and agrees that Submittable may (i) add information and graphics that identify Submittable as the sender of the email; and (ii) add information and graphics that identify Customer. A redacted example of such an email is found at Exhibit C.

10. Representations and Warranties.

10.1. Submittable Representations, Warranties, and Covenants. Submittable represents, warrants, and covenants to Customer that Submittable will perform the Services and Professional 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 TOS. During the Term of this TOS, Submittable represents and warrants to Customer that (i) the Services will comply with the material functionality described in the Documentation, this TOS, and the Order Form and that such functionality will be maintained in all material respects in subsequent upgrades to the Services; and (ii) the Professional Services will be in material conformity with all requirements or specifications stated in any applicable statement of work. Customer must promptly provide Submittable with a written notice that describes any deficiency in the Services or the warranties contained in this Section (including, as applicable, the service request number notifying Submittable of the deficiency in the Services).

10.2. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION

10.1, TO THE MAXIMUM EXTENT PROVIDED BY LAW, ALL SERVICES AND SUBMITTABLE IP ARE PROVIDED “AS IS.” SUBMITTABLE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT

LIMITING THE FOREGOING, SUBMITTABLE MAKES NO WARRANTY OF ANY KIND THAT THE

SERVICES OR SUBMITTABLE IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT

INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY

MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

10.3. Customer Representations and Warranties. Customer represents, warrants, and covenants to Submittable that (i) Customer Data provided by Customer will not infringe, misappropriate, or otherwise violate any rights 152
Submittable Customer Terms of Service v1.4 Page 6 of 29 of any third-party, or violate any applicable law or other personal or proprietary right; and (ii) Customer owns all Customer Data or has obtained all permissions, releases, rights, or licenses required to use Customer Data to engage in Customer’s posting and other activities (and allow Submittable to perform its obligations) in connection with the Services without obtaining any further releases or consents.

10.4. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) 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; (ii) 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 TOS; (iii) the execution of this TOS by its representative whose signature is set forth at the end of this TOS has been duly authorized by all necessary corporate or organizational action of such Party; and (iv) when executed and delivered by both Parties, this TOS will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

11. Insurance. During the Term, each Party must, at its own cost and expense, obtain and maintain insurance, in full force and effect, sufficient to cover each Party’s potential indemnity or reimbursement obligations under this TOS.

12. Indemnification.

12.1. Submittable Indemnification.

12.1.1. Submittable shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that (i) the Services, or any use of the Services in accordance with this TOS, infringes or misappropriates such third-party’s US intellectual property rights; (ii) result from allegation of facts that, if true, would constitute Submittable’s breach of any of its representations, warranties, covenants, or obligations under this TOS; or (iii) result from negligence or more culpable act or omission (including recklessness or willful misconduct) by Submittable in connection with this TOS.

12.1.2. If an infringement claim is made or appears possible, Customer agrees to permit Submittable, at Submittable’s sole discretion, to (A) modify or replace the Services, or component or part of the Services, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Submittable determines that neither alternative is reasonably available, Submittable may terminate this TOS, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

12.1.3. This Section 12.1 will not apply to the extent that the alleged claim arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Submittable or reasonably anticipated to be used in combination with the Services; (B) modifications to the Services not made by Submittable; (C) Customer Data (except for Losses accrued due to Submittable’s action or inaction related to Customer Data); or (D) Third-Party Materials.

12.2. Customer Indemnification. To the extent allowed by applicable law, Customer shall indemnify, hold harmless, and, at Submittable’s option, defend Submittable from and against any Losses resulting from any Third-Party Claim that Customer’s use of the Customer Data infringes or misappropriates such third-party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) result from allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this TOS; (iii) use of the Services in a manner not authorized by this TOS; (iv) use of the Services in combination with data, software, hardware, equipment or technology not provided by Submittable or reasonably anticipated to be used in combination with the Services; (v) modifications to the Services made by or on behalf of Customer; or (vi) materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Submittable’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User, provided that Customer may not settle any Third-Party Claim against Submittable unless Submittable consents to such settlement, and further provided that Submittable will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

12.3. Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND SUBMITTABLE’S

SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT

THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD-PARTY.
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13. Limitations of Liability. TO THE GREATEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL SUBMITTABLE

BE LIABLE UNDER OR IN CONNECTION WITH THIS TOS OR ITS EXHIBITS UNDER ANY LEGAL OR

EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA; OR (e) COST OF

REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUBMITTABLE WAS

ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SUBMITTABLE’S AGGREGATE LIABILITY ARISING OUT

OF OR RELATED TO THIS TOS OR ANY OF ITS EXHIBITS UNDER ANY LEGAL OR EQUITABLE THEORY,

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

OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO SUBMITTABLE UNDER THIS TOS IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $5,000.00, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Term and Termination.

14.1. Term. The term of this TOS commences as of the effective date of this TOS and, unless terminated earlier pursuant to any of the TOS’s express provisions, will continue in effect until the date specified in the initial Order Form (the “Initial Term”).

14.2. Renewal. Unless otherwise specified in the Order Form, and unless prohibited by applicable law, upon expiration of the Initial Term, this TOS and the Order Form executed contemporaneously with this TOS (as modified by the renewal Fee, above) shall automatically renew for additional successive terms of the same length as the Initial Term (or one year, whichever is greater), unless either Party provides written notice of nonrenewal at least ninety days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), or unless sooner terminated as provided in this TOS. If this TOS is renewed for any Renewal Term, the terms and conditions of this TOS during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in the Fees during the applicable Renewal Term as set forth in the Fees Section of this TOS. If either Party provides timely notice of its intent not to renew this TOS, then, unless otherwise sooner terminated in accordance with its terms, this TOS shall terminate on the expiration of the then-current Term.

14.3. Termination. In addition to any other express termination right set forth in this TOS:

14.3.1. Submittable may terminate this TOS, effective on written notice to Customer, if Customer fails to pay any Fees, and such failure continues more than twenty (20) days after Submittable’s delivery of written notice to Customer;

14.3.2. Customer may terminate this TOS at any time, effective on written notice to Submittable;

14.3.3. Except as provided in subsection 14.3.1, either Party may terminate this TOS, effective on written notice to the other Party, if the other Party materially breaches this TOS, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; and

14.3.4. Either Party may terminate this TOS, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

14.4. Effect of Expiration or Termination. Upon expiration or termination of this TOS, Customer shall immediately discontinue use of the Services and Submittable IP, and Customer shall delete, destroy, or return all copies of Submittable IP and, upon Submittable’s request, certify in writing to Submittable that Submittable IP has been deleted or destroyed. Unless Customer terminates for Submittable’s material breach, all Fees that would have become payable had the TOS remained in effect until expiration of the Term will become immediately due and payable, and Customer shall immediately pay such Fees, together with all previously- accrued but not yet paid Fees. For thirty (30) days following any termination of this TOS or upon Customer’s request, at no additional cost to Customer, Submittable shall allow Customer or a third-party nominated by Customer to download any Customer Data, unless applicable law requires otherwise. 154
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14.5. Survival. The sections dealing with Confidential Information, intellectual property, and any right or obligation of the Parties in this TOS which, by its express terms, nature, or context is intended to survive termination or expiration of this TOS, shall continue indefinitely and shall survive any termination or expiration of this TOS.

15. Miscellaneous.

15.1. Entire Agreement. This TOS, together with any other documents incorporated by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this TOS and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

15.2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications must be in writing and addressed to the Parties at the addresses that may be designated by the Party giving notice from time to time in accordance with this Section. All notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile, or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).

Except as otherwise provided in this TOS, a notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the notice has complied with the requirements of this Section.

15.3. Force Majeure. Except for the payment of Fees, in no event shall either Party be liable to the other Party, or be deemed to have breached this TOS, for any failure or delay in performing its obligations under this TOS (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, pandemic, epidemic, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

15.4. Waiver. No waiver by any Party of any of the provisions of this TOS will be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this TOS will operate or be construed as a waiver of any of the foregoing, and no single or partial exercise of any right, remedy, power, or privilege will preclude any other or further exercise of the foregoing or the exercise of any other right, remedy, power, or privilege.

15.5. Severability. If any provision of this TOS is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other term or provision of this TOS or invalidate 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 TOS so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.6. Governing Law; Submission to Jurisdiction. This TOS is governed by and construed in accordance with the internal laws of the State of Montana without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Montana. Any legal suit, action, or proceeding arising out of or related to this TOS or the licenses granted under this TOS will be instituted exclusively in the federal courts of the United States or the courts of the State of Montana in each case located in the city of Missoula and County of Missoula, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

15.7. Assignment. Submittable may assign this TOS without written consent of Customer provided the assignment is pursuant to a merger, consolidation, reorganization, asset or stock sale provided the assignee remains fully liable under the terms of the TOS. Otherwise, neither Party may assign this TOS without the prior written consent of the other. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this TOS. Any purported assignment, delegation, or transfer in violation of this Section is void. This TOS is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

15.8. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.

15.9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Sections related to Confidential Information, intellectual property, or, in the case of Customer, Sections related to Use Restrictions or Customer Control and Responsibility, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy 155
Submittable Customer Terms of Service v1.4 Page 9 of 29 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.

15.10. Attorneys’ Fees. To the extent allowed by applicable law, in the event that any action is instituted or commenced by either Party against the other Party arising out of or related to this TOS, the substantially prevailing Party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.

15.11. Counterparts. This TOS may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this TOS delivered by facsimile, email or other means of electronic transmission, as well as photocopies of such facsimile transmission or email correspondence (e.g., DocuSign) shall be deemed to have the same legal effect as delivery of an original signed copy of this TOS. 156
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EXHIBIT A

SERVICE LEVEL AGREEMENT
This Service Level Agreement (“SLA”) forms part of the TOS. Capitalized terms not otherwise defined shall have the meaning given to them in the TOS. Except as modified below, the terms of the TOS shall remain in full force and effect.

1. Additional Definitions.
“Error” means a singular failure of the Services to perform in substantial conformity with the Documentation. “Incident” means a support request that begins when Customer contacts Submittable to report an Error and ends when Submittable Resolves the Error.
“Resolve” means the provision of: (a) services that, in Submittable’s reasonable discretion, corrects the Error; (b) information to Customer that corrects the Error; or (c) information to Customer on how to obtain a solution that corrects the Error.
“Response Time” means the time period for Submittable to acknowledge the submission of an Incident. Such period will commence on submission of the Incident and conclude upon first response by Submittable. “Severity Level 1” means any Error causing the Services not to operate and has a critical impact on Customer's business operations.
“Severity Level 2” means any Error causing a lack of Services functionality and materially degrades significant aspects of Customer's business operations.
“Severity Level 3” means any Error that impairs the performance of the Services but does not substantially affect Customer's business operations.
“Severity Level 4” means any Error that does not qualify as Severity Level 1, 2, or 3. “Target Resolution Time” means the target time period for Submittable to Resolve the Error or provide a workaround or other temporary fix. Such period shall commence on the submission of the Incident, and shall conclude when the Error is Resolved, and shall not include any time lapsed as a result of waiting for Customer’s input or responses to Submittable’s requests regarding the Error.

2. Incident Response Time. During the Term of the TOS, Submittable shall use best efforts to respond to and Resolve any Incidents in accordance with the following timeframes:

PRIORITY LEVEL RESPONSE TIME TARGET UPDATE

INTERVAL

TARGET RESOLUTION
TIME
Severity Level 1 One (1) hour Two (2) hours Twenty-four (24) hours Severity Level 2 Two (2) hours Four (4) hours Forty-eight (48) hours Severity Level 3 Four (4) hours Three (3) days Seven (7) days Severity Level 4 Twenty-four (24) hours Seven (7) days Next maintenance release

3. Computation of Time. For Severity Level 1 and 2, hours and days shall be determined on a 24 x 7 x 365 basis. For all other requests, hours and days shall be determined on a 24 x 5 basis, excluding holidays observed by Submittable.

4. Workaround. If Submittable Resolves an Error by providing a workaround or other temporary fix, Submittable will use commercially reasonable efforts to determine a permanent resolution to the Error described in the Incident.

5. Scheduled Downtime. Submittable will provide at least eight (8) hours of notice before implementing any scheduled downtime when Services will not be available.

6. Uptime Percentage. Submittable shall use commercially reasonable efforts to ensure the uptime percentage of the Services will be at or greater than ninety-nine percent (99%).

7. Exceptions. Submittable has no obligation to Resolve Errors to the extent such Errors arise out of or result from any of the following: (1) any operation or use of, or other activity relating to, the Services by Customer other than as specified in the Documentation, including any incorporation in the Services of, or combination, operation or use of the Services in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Customer’s use in the Documentation, unless otherwise expressly permitted in writing by Submittable; (2) any delay or failure of performance caused in whole or in part by any delay or failure to perform any of Customer’s obligations under the TOS or this SLA; (3) Customer’s operation of, or access to, Customer or a third-party’s system or network; or (4) any Force Majeure event.
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8. Customer Obligations. Customer shall promptly notify Submittable of any Error and provide Submittable with reasonable detail of the nature and circumstances of the Error. Customer shall provide Submittable with all information reasonably requested by Submittable from time to time relating to Customer’s use of the Services, including information on Customer’s hardware, network, and systems.
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EXHIBIT B

DATA PROCESSING ADDENDUM
This Data Processing Addendum (the “DPA”) sets out the additional terms, requirements, and conditions for which Submittable will obtain, handle, process, disclose, transfer, or store Personal Information when providing Services under the TOS to the extent required by Privacy and Data Protection Requirements. Capitalized terms not otherwise defined shall have the meaning given to them in the TOS. Terms not otherwise defined shall have the meanings set forth in the applicable Privacy and Data Protection Requirements. Except as modified below, the terms of the TOS shall remain in full force and effect. The Parties agree to the terms and conditions of this DPA only to the extent required by Privacy and Data Protection Requirements.

1. Additional Definitions.
“Affiliate” means any other individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with either Customer or Submittable as the case may be.
“Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the Privacy and Data Protection Requirements, and (b) is permitted to use the Services pursuant to the TOS, but has not signed its own Order Form and is not a “Customer” as defined under the TOS.
“Business” has the same meaning given to the term in the CCPA. “Business Purpose” means the Services described in the TOS. “Controller” has the same meaning given to the term in the GDPR.
“Data Subject” means an individual who is the subject of Personal Information. “Personal Information” means any information Submittable Processes on behalf of Customer under or in connection with the TOS that identifies or relates to an individual who can be identified directly or indirectly from that data alone or in combination with other information in Submittable’s possession or control. “Privacy and Data Protection Requirements” means, only to the extent applicable, the Gramm-Leach-Bliley Act (“GLBA”); the EU Data Protection Directive 95/46/EC (the “Directive”), EU General Data Protection Regulation 2016/679 (“GDPR”), the implementing acts of the foregoing by the Member States of the European Union; the UK Data Protection Act of 2018 and the UK General Data Protection Regulation; the Family Educational Rights and Privacy Act, 20 USC 1232g and its implementing regulations (“FERPA”); the Health Insurance Portability and Accountability Act, 45 CFR Part 160.103 and its implementing regulations (“HIPAA”); the Payment Card Industry Data Security Standards (“PCI-DSS”); and the California Consumer Privacy Act of 2018 and its implementing regulations (“CCPA”).
“Processing, Processes, or Process” means any activity performed on Personal Information including collecting, obtaining, recording, or holding the data, or carrying out any operation or set of operations on the data. “Processor” has the same meaning given to the term in the GDPR. “Security Breach” means a breach of security leading to the accidental or unlawful destruction, loss of, alteration, or unauthorized access, disclosure, or acquisition of Personal Information transmitted, stored, or otherwise Processed.
“Service Provider” has the same meaning given to the term in the CCPA. “Standard Contractual Clauses” means the clauses annexed to the EU Commission Implementing Decision 2021/914 of June 4, 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (OJ L 199, 7.6.2021, p. 31- 61), as amended from time to time.
“Sub-processor” means any third-party engaged by Submittable, or by a Submittable Sub-processor to Process Personal Information under the Services.
“Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.
“UK Standard Contractual Clauses” means the addendum to the Standard Contractual Clauses issued by the UK Information Commissioner under Section 119A(1) of the UK Data Protection Act 2018 (version B1.0, in force March 21, 2022).

2. Conflicts. In the case of conflict or ambiguity between the terms of this DPA and the provisions of the TOS, the provisions of this DPA will prevail.
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3. Personal Information Types; Processing Purposes; General Obligations.

3.1. Submittable shall comply with all Privacy and Data Protection Requirements applicable to Submittable’s provision of the Services, including as a Processor under the GDPR and Service Provider under the CCPA.

3.2. Customer shall comply with all Privacy and Data Protection Requirements applicable to Customer’s use of the Services, Customer’s transfer of Personal Information to Submittable, and for the Processing instructions it gives to Submittable. As the Business and Controller of Personal Information, Customer shall have sole responsibility for the accuracy, quality, and legality of such instructions pertaining to Personal Information collected and stored in regards to all End Users and the means by which Customer acquires Personal Information, including any applicable requirement to provide notice to Data Subjects of the use of Submittable as a Processor.

3.3. Appendix 1 describes the general categories, subject-matter, duration, nature, purpose, type, and categories of Processing, the types of Personal Information involved in the Processing, and the Data Subject types Submittable may use or Process to fulfill the Business Purpose.

4. Submittable’s Obligations.

4.1. Submittable will only Process the Personal Information to the extent, and in such a manner, as is necessary:

4.1.1. for the Business Purpose and in accordance with Customer’s reasonable and lawful written instructions, where such instructions are consistent with the terms of the TOS and this DPA;

4.1.2. to respond to a Data Subject Request when exercising his or her rights under the GDPR, CCPA, or other Privacy and Data Protection Requirements that grant similar rights as permitted by this DPA;

4.1.3. to comply with applicable law; or

4.1.4. as authorized in writing or appropriate electronic consent by Customer or the Data Subject.

4.2. Submittable will reasonably assist Customer with meeting Customer’s compliance obligations under the Privacy and Data Protection Requirements, taking into account the nature and scope of the Processing and the Personal Information available to Submittable.

5. Submittable’s Employees. Submittable will limit Personal Information access to personnel who require Personal Information access to meet Submittable’s obligations under this DPA and the TOS. Submittable will ensure that all employees: (1) are informed of the Personal Information’s confidential nature and use restrictions; and (2) are subject to a contractual or statutory obligation of confidentiality.

6. Sub-processors.

6.1. Submittable may only use a Sub-processor to Process Personal Information if:

6.1.1. Submittable or a Submittable Affiliate has entered into a written agreement with each Sub- processor containing data protection obligations not less protective than those in this DPA with respect to the protection of Personal Information to the extent applicable to the nature of the services provided by such Sub-processor; and

6.1.2. Submittable remains liable for breaches of this DPA caused by its Sub-processor’s acts and omissions.

6.2. Customer grants Submittable the general written authorization to engage all the Sub-processors found at https://submittable.com/subprocessors. Customer agrees and acknowledges Submittable’s current Sub- processors are authorized to Process Personal Information as set forth in this DPA. Submittable shall update the list of Sub-processors with the identities of those Sub-processors and their country of location on its website at: https://www.submittable.com/subprocessors (“Updated Sub-processor List”).

6.3. Customer may object to Submittable’s use of a new Sub-processor by notifying Submittable in writing within ten (10) business days after such Sub-processor is added to the Updated Sub-processor List, provided Customer’s objection is based on a commercially reasonable and objective belief that such Sub-processor is not qualified to Process Personal Information. In the event Customer objects to a new Sub-processor, Submittable will notify Customer within sixty (60) days if another Sub-processor is available for performing the objected to Sub-processors’ duties. In the interim, provided Customer refuses to allow such new objected to Sub-processor to Process Personal Information, or if Submittable is unable to make available another Sub-processor, either Party may terminate the applicable Order Form in part or entirely by providing written notice to the other Party.

7. Authorized Affiliates.
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7.1. All access to and use of the Services by Authorized Affiliates must comply with the TOS and this DPA, and any violation of the TOS or this DPA by an Authorized Affiliate shall be deemed a violation by Customer.

7.2. Where an Authorized Affiliate becomes subject to this DPA with Submittable, it shall, to the extent required under applicable Privacy and Data Protection Requirements, be entitled to exercise the rights and seek remedies under this DPA, subject to the following:

7.2.1. except where applicable Privacy and Data Protection Requirements require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Submittable directly by itself, the Parties agree that (i) Customer shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate; and (ii) Customer shall exercise any such rights under this DPA not separately for each Authorized Affiliate individually but in a combined manner for all of its Authorized Affiliates together; and

7.2.2. Customer shall, when carrying out any audit of the procedures relevant to the protection of Personal Information, take all reasonable measures to limit any impact on Submittable and its Sub-Processors by combining, to the extent reasonably possible, several audit requests carried out on behalf of different Authorized Affiliates into one single audit.

8. Security.

8.1. Submittable shall implement appropriate administrative, physical and technical safeguards and measures designed to safeguard Personal Information against unauthorized or unlawful Processing, access, disclosure, loss, misuse, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, disclosure, misuse, destruction, or damage including, but not limited to, the security measures set out in Appendix 2. Submittable must document those measures in writing and periodically review them, at least annually, to ensure they remain current and complete.

8.2. All electronic transmission of Personal Information by a Party shall be performed in a secure and encrypted manner. All data transmissions between the Parties shall include detailed audit logs of all Personal Information transfer events.

9. Security Breaches and Personal Information Loss.

9.1. Submittable will promptly notify Customer if it becomes aware of a Security Breach.

9.2. Immediately following any Security Breach, the Parties will coordinate with each other to investigate the matter. Submittable will reasonably cooperate with Customer in Customer’s handling of the matter, including:

9.2.1. taking such appropriate actions as may be necessary to preserve forensic evidence and to limit, stop, or otherwise remedy the Security Breach;

9.2.2. assisting with the investigation; and

9.2.3. making available relevant information, records, data reporting, and other materials required to comply with Privacy and Data Protection Requirements. All information provided to Customer under this Section may be redacted or compiled in a new format as reasonably necessary to minimize any risk to, or compromise of, Submittable’s security or the confidentiality of any third- party confidential information, provided that such removal or compilation in a new format does not prevent Customer from understanding the substance of the materials.

9.3. Unless applicable law requires otherwise, or any notice which Submittable deems necessary or appropriate and which does not include any reference to Customer, Submittable agrees that Customer has the sole right to determine: (1) whether to provide notice of the Security Breach to any Data Subjects, regulators, Supervisory Authority, law enforcement agencies, or others, as required by applicable law or in Customer’s discretion, including the contents and delivery method of the notice; and (2) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.

9.4. Subject to any limitations in the TOS, Submittable will cover all reasonable expenses associated with the performance of the obligations under Section 9.2 and Section 9.3, unless the matter arose from (a) Customer’s specific instructions; (b) any negligence, willful default, or breach of this DPA or the TOS by Customer, or any employee, agent, contractor, representative, or Authorized Affiliate of Customer; (c) any breach or unauthorized access of the system, server(s), network(s), website(s), information, data, or records of Customer which were not in the possession or control of Submittable or its Sub-processors; or (d) any Security Breach which originated with, was caused by, or resulted from any Customer owned and operated server, website, system, software, or network, which were not the result of any actions or inactions 161
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9.5. In the event of a Security Breach, each Party shall use reasonable efforts in good faith to mitigate any reputational and brand damage to the other affected Party.

10. Cross-Border Transfers of Personal Information.

10.1. For purposes of the GDPR, the Parties acknowledge and agree that with regard to the Processing of Personal Information, Customer is the Controller and Submittable is a Processor.

10.2. If the Privacy and Data Protection Requirements restrict cross-border Personal Information transfers, Customer will only transfer or cause to be transferred that Personal Information to Submittable under the following conditions:

10.2.1. Submittable, either through its location or participation in a valid cross-border transfer mechanism under the Privacy and Data Protection Requirements, may legally receive that Personal Information;

10.2.2. Customer obtained valid Data Subject consent to the transfer under the Privacy and Data Protection Requirements; or

10.2.3. the transfer otherwise complies with the Privacy and Data Protection Requirements.

10.3. Transfers out of the EEA or Switzerland. By signing this DPA, the Parties conclude Module 2 (controller-to- processor) of the Standard Contractual Clauses for personal data that is transferred outside of the EEA or Switzerland, which are hereby incorporated into this DPA and completed as follows: the “data exporter” is Customer; the “data importer” is Submittable; the optional docking clause in Clause 7 is implemented; Clause 9(a) Option 1 is struck and Option 2 is kept; in Clause 11 the optional language is struck; in Clause 17 and 18, the Governing law and the competent courts are those of the data exporter; Annex 1, 2, and 3 to Module 2 of the Standard Contractual Clauses are Appendix 1 to this DPA.

10.4. Transfers out of the United Kingdom. By signing this DPA, the Parties conclude the UK Standard Contractual Clauses for Personal Data that is transferred outside of the United Kingdom, which are hereby incorporated into this DPA and completed as follows: the “data exporter” is Customer; the “data importer” is Submittable; the governing law in Clause 9 and Clause 11.3 of the UK Standard Contractual Clauses is the law of England and Wales; Appendix 1 to this DPA contain the information for Appendix 1 to the UK Standard Contractual Clauses, respectively; and the optional indemnification clause is struck. In addition, the following changes apply: (i) references to Data Protection Law are replaced with references to applicable UK data protection law, (ii) references to the EU or Member States are replaced with references to the United Kingdom, (iii) references to EU authorities are replaced with references to the competent UK authorities.

10.5. Subject to the terms of this DPA, Submittable makes available the transfer mechanisms listed on Appendix 1 to any transfers of Personal Information under this DPA from the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom to countries or territories which do not ensure an adequate level of data protection within the meaning of Privacy and Data Protection Requirements of the foregoing territories, to the extent such transfers are subject to such Privacy and Data Protection Requirements.

10.6. The Standard Contractual Clauses and the additional terms specified in this Section apply to (a) the legal entity that has executed the Standard Contractual Clauses as a data exporter; and (b) all Affiliates of Customer established within the European Economic Area, Switzerland, and the United Kingdom, which have signed Order Form(s) for the Services. For the purpose of the Standard Contractual Clauses and this Section, the aforementioned entities shall be deemed “data exporters”.

10.7. This DPA and the TOS are Customer’s instructions at the time of signature of the TOS to Submittable for the Processing of Personal Information.

10.8. The Parties agree that any copies of the Sub-processor agreements that must be sent by Submittable to Customer may have all commercial information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by Submittable beforehand; and, that such copies will be provided by Submittable only upon reasonable request by Customer where such request is based on legitimate business reasons.

11. Complaints, Data Subject Requests, and Third Party Rights. 162
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11.1. Submittable shall, to the extent legally permitted, promptly notify Customer if it receives any complaint, notice, or communication that directly or indirectly relates to the Personal Information Processing or to either Party’s compliance with the Privacy and Data Protection Requirements.

11.2. Submittable shall, to the extent legally permitted, promptly notify Customer if Submittable receives a request from a Data Subject to exercise one or more of its rights under the Privacy and Data Protection Requirements for which Submittable is a Processor (“Data Subject Request”). Customer is fully responsible for responding to Data Subject Requests. Taking into account the nature of the Processing, Submittable shall assist Customer by providing measures, insofar as is possible, for the fulfillment of Customer’s obligation to respond to a Data Subject Request under Privacy and Data Protection Requirements. In addition, to the extent Customer, in its use of the Services, directs Submittable to respond to a Data Subject Request, Submittable shall, upon Customer’s request, provide commercially reasonable efforts to assist Customer in doing so, to the extent Submittable is legally permitted to do so and the response to such Data Subject Request is required under Privacy and Data Protection Requirements. If Submittable will incur costs beyond those associated with routine business or technical processes, Customer agrees to pay such costs.

11.3. Submittable shall not disclose Personal Information to any Data Subject or to a third-party unless the disclosure is either at Customer’s request or instruction, permitted by this DPA or is otherwise required by law.

11.4. If a law requires Submittable to Process or disclose Personal Information, Submittable must first inform Customer of the legal requirement and give Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice.

12. Records.

12.1. Submittable will keep accurate records regarding any Processing of Personal Information, including but not limited to, the access, control, and security of the Personal Information, approved Sub-processors, the Processing purposes, and any other records required by the applicable Privacy and Data Protection Requirements (the “Records”).

12.2. Submittable shall annually cause a reputable independent third-party audit firm to conduct SOC 2 audits of Submittable (“Submittable Audit Report”). The Submittable Audit Report will address the control procedures used by Submittable at the Services locations. Upon Customer’s advance written request, and no more frequently than once per 12-month period, Submittable will provide Customer with access, on a confidential need-to-know basis, a redacted version of the Submittable Audit Report so that Customer can reasonably verify Submittable’s compliance with its security obligations under the TOS or this DPA.

Submittable will make good faith, commercially reasonable efforts to promptly remediate: (1) any errors identified in a Submittable Audit Report that could reasonably be expected to have an adverse impact on Customer’s use of the Services as set forth in the TOS; and (2) material deficiencies identified in a Submittable Audit Report. During the Term, unless a Security Breach has occurred, Customer agrees that the Submittable Audit Report shall constitute sufficient assurance regarding the adequacy of Submittable's data security and data privacy controls.

12.3. The Parties agree that the audits described in the Standard Contractual Clauses and the UK Standard Contractual Clauses shall be carried out in accordance with the following specifications:

12.3.1. upon Customer’s reasonable request, and subject to the confidentiality obligations set forth in the TOS, Submittable shall make available to Customer (or Customer’s independent, third-party auditor that is not a competitor of Submittable and that has signed nondisclosure agreement reasonably acceptable to Submittable) information regarding Submittable’s compliance with the obligations set forth in this DPA;

12.3.2. following any notice by Submittable to Customer of a Security Breach or unauthorized disclosure of Personal Information, upon Customer’s reasonable belief that Submittable is in breach of its obligations in respect of protection of Personal Information under this DPA, or if such audit is required by Customer’s Supervisory Authority, Customer may contact Submittable in accordance with the “Notice” Section of this DPA to request an audit at Submittable’s premises of the procedures relevant to the protection of Personal Information;

12.3.3. any such request shall occur no more than once annually, unless the audit is required by applicable law or a Supervisory Authority;

12.3.4. each Party shall bear its own audit costs and expenses; 163
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12.3.5. before the commencement of any such on-site audit, Customer and Submittable shall mutually agree upon the scope, timing, and duration of the audit; and

12.3.6. Customer shall promptly notify Submittable with information regarding any non-compliance discovered during the course of an audit.

13. Scope Modifications. In the event a Party’s compliance with Privacy and Data Protection Requirements requires the imposition of different or additional contractual obligations under this DPA, both Parties shall in good faith seek to amend this DPA in order to address the requirements under Privacy and Data Protection Requirements. In the event the Parties fail to reach an agreement on an amendment to this DPA, Submittable may unilaterally amend this DPA to conform to the minimum additional requirements imposed by any Privacy and Data Protection Requirement without notice to Customer and without Customer’s consent.

14. Term and Termination.

14.1. This DPA will remain in full force and effect so long as: (1) the TOS remains in effect; or (2) Submittable retains any Personal Information related to the TOS in its possession or control (the “DPA Term”).

14.2. Any provision of this DPA that expressly or by implication should come into or continue in force on or after the termination of the TOS or this DPA in order to protect Personal Information will remain in full force and effect.

15. Data Return and Destruction.

15.1. During the TOS Term and for thirty (30) days after, at Customer’s request, and as applicable law allows, Submittable shall allow Customer to download from the Services all or part of Customer’s Personal Information in its possession or control.

15.2. Subject to the preceding paragraph, on termination of the TOS for any reason or expiration of its Term, Submittable will destroy or, if directed in writing by Customer, return and not retain, all or any Personal Information related to the TOS in its possession or control, except for one (1) copy that it may retain offline in backup storage for only the period of time required by tax, audit, compliance, or other legally mandated functions, and for which Submittable has obtained an appropriate electronic consent by the End User who owns the Personal Information allowing Submittable to retain such Personal Information.

15.3. If any law, regulation, or government or regulatory body requires Submittable to retain any documents or materials that Submittable would otherwise be required to return or destroy, it will notify Customer in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends.

Submittable may only use this retained Personal Information for the required retention reason or audit purposes.

15.4. On written request, Submittable will certify in writing that it has logically destroyed the Personal Information within thirty (30) after it completes its destruction obligations under this DPA. 164
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Personal Information Processing Purposes and Details

1. LIST OF PARTIES

1.1. Data exporter:
■ Name: As set forth in the Order Form, or as otherwise specified by Customer to Submittable in writing ■ Address: As set forth in the Order Form, or as otherwise specified by Customer to Submittable in writing ■ Contact person’s name, position and contact details: As set forth in the Order Form, or as otherwise specified by Customer to Submittable in writing
■ Activities relevant to the data transferred: to provide the Services pursuant to the TOS ■ Signature and date: [Complete]
■ Role (Controller/Processor): Controller

1.2. Data importer:
■ Name: Submittable Holdings, Inc.
■ Address: 101 E. Front St, Suite #500, Missoula, MT 59802 ■ Joe Silver, CFO: +1 (406) 578-1071; [email protected] ■ Activities relevant to the data transferred: to provide the Services pursuant to the TOS ■ Signature and date: [Complete]
■ Role (Controller/Processor): Processor

2. DESCRIPTION OF TRANSFER

2.1. Categories of Data Subjects whose Personal Data is transferred: Customer, Customer’s Authorized Affiliates, Customer’s Authorized Users, and End Users

2.2. Categories of Personal Data transferred:
■ First and last name
■ Contact information (email, phone, physical address)
■ ID data, including, but not limited to, data imported by the End User or Authorized User which may include first name, last name, email address, and the data importer’s chosen password ■ Professional life data, including, but not limited to, data imported by End User or Authorized User which may include information provided by the End User or Authorized User in response to Customers’ call for submissions through Submittable’s platform
■ Personal life data, including, but not limited to, data imported by End User or Authorized User which may include information provided by the End User or Authorized User in response to Customer’s call for submissions through Submittable’s platform
■ Connection data including IP addresses associated with logins ■ Personal Information which may reveal racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, and the Processing of data concerning health or sex life ■ Metadata about data submitted
■ Additionally, an End User or Authorized User may submit special categories of data to the Services, the extent of which is determined and controlled by the data importer in its sole discretion ■ Any other data as directed by Customer

2.3. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: [Complete if applicable]

2.4. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):

Continuous
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2.5. Nature of the Processing: The subject matter of the data processing, including the processing operations carried out by Submittable on behalf of Customer and Customer’s data processing instructions for Submittable, will be described in the TOS and each Order Form.

2.6. Purpose(s) of the data transfer and further Processing: to provide the Services pursuant to the TOS

2.7. The period for which the Personal Data will be retained, or, if that is not possible, the criteria used to determine that period: Duration of Customer’s engagement of Submittable and until all Personal Information is deleted or returned to Customer

2.8. For transfers to Sub-processors, the subject matter, nature and duration of the Processing: to provide the Services pursuant to the TOS

3. COMPETENT SUPERVISORY AUTHORITY

3.1. As determined by Customer.
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Security Measures

1. ORGANIZATIONAL MEASURES.

1.1. Submittable has appointed one or more security officers responsible for coordinating and monitoring the security rules and procedures.

1.2. Submittable personnel with access to Personal Information are subject to confidentiality obligations.

1.3. Submittable has performed a risk assessment before Processing Personal Information.

1.4. Submittable has implemented and will maintain an information security program that establishes roles and responsibilities for information security, and supports the confidentiality, integrity, and availability of information systems operated by Submittable and its Subcontractors.

1.5. Submittable has implemented and will maintain information security policies that define requirements for acceptable use, access control, application, and system development, passwords, remote access, information classification, operational security, workstation security, network security, media handling and disposal, mobile computing, and physical security.

1.6. Submittable has implemented and will maintain a governance framework with supporting risk management policies that enables risk identification, analysis, and mitigation.

1.7. Submittable conducts data security training upon hiring and annually for all employees.

2. PHYSICAL ACCESS CONTROLS

2.1. Entries for secure areas are controlled by security personnel, identification badges, and/or electronic key cards.

2.2. All physical access is logged.

2.3. Physical access logs are reviewed quarterly for unusual activity.

3. SYSTEM ACCESS CONTROLS.

3.1. System access is based on the principle of least privilege, i.e., Submittable restricts access to Personal Information to only those individuals who require such access to perform their job function.

3.2. System access is revoked immediately upon employment termination or other change resulting in an individual no longer needing such access.

3.3. Management conducts quarterly review of accounts, system access, and permission levels.

4. DATA ACCESS CONTROLS

4.1. Data access is based on the principle of least privilege, i.e., Submittable restricts access to Personal Information to only those individuals who require such access to perform their job function.

4.2. Data access, including access to Personal Information, is revoked immediately upon employment termination or other change resulting in an individual no longer needing such access.

4.3. Management reviews access to Personal Information, on a monthly basis.

4.4. Submittable uses industry standard practices to identify and authenticate users who attempt to access information systems.

4.5. Submittable employees may not store Personal Information on a personally owned device.

4.6. Submittable classifies Personal Information to allow for appropriate access restrictions.

4.7. Submittable has implemented an anti-virus solution that shall be kept up to date to protect against viruses and other malicious code.

4.8. Submittable maintains a policy for recording Security Breaches where such records include a description of the breach, the time period, the consequences of the breach, the name of the reporter, and to whom the breach was reported, and the procedure for recovering data.

5. TRANSMISSION CONTROLS

5.1. All databases can only be accessed by Submittable’s private subnet.

5.2. Customers and End Users access Submittable accounts over HTTPS. 167
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6. DATA BACKUPS

6.1. All production databases are housed in Amazon Web Services RDS (Relational Database Services) and Azure Database.

6.2. Automated daily backups are enabled on all database instances.

6.3. Encryption is enabled on all databases.

6.4. Retention time for database backups is set to the maximum allowable.

6.5. Only database administrators have access to initiate backups or restores.

6.6. Only database administrators may modify backup or restoration configurations.

6.7. Submittable retains its security documents pursuant to its retention requirements after they are no longer in effect.

7. DATA SEGREGATION

7.1. All data is stored in a multi-tenant relational database with logical separations.

7.2. Tenant data is separated using foreign keys and application logic.

8. ADDITIONAL GENERAL SAFEGUARDS

8.1. Submittable does not store any Personal Information on removable devices or removable media.

8.2. All Personal Information is encrypted while being transmitted between networks (including e-mail), whether public or private.

8.3. All backups of Personal Information is encrypted.

8.4. Software firewalls are installed on all laptops and other devices containing Personal Information if connected to public networks or unsecure private networks.

8.5. Background checks are performed on all newly hired personnel and Subcontractors with access to Personal Information.

8.6. Prior to loading any Personal Information onto any application that is Internet facing, application vulnerability testing is performed and any findings are appropriately remediated.

8.7. Security tools required by this DPA, such as encryption tools, are monitored to determine whether they are installed, updated, and active.

8.8. Security-related patches are applied in a timely manner in relation to the criticality of the patch, but not later than 10 days after the date such patches become available to Licensor for critical patches and 30 days for other patches.

9. ADDITIONAL SAFEGUARDS THAT APPLY TO LAPTOPS ACCESSING PERSONAL INFORMATION.

9.1. Anti-virus and anti-spyware software are installed and are updated in a timely manner (but not less than weekly).

9.2. All data stored on a laptop are securely erased prior to disposal, reuse, resale or return to a vendor at end of a lease.

9.3. Laptops are physically secured when unattended.

9.4. All laptops use a standard configuration that requires the screensaver to activate after not more than 10 minutes of inactivity and requires entry of the user’s password to unlock the laptop.

9.5. Laptops use log-in passwords that are at least 8 characters in length.

9.6. Laptops lock out after not more than 10 invalid login attempts.

9.7. Users do not share passwords required to log in to laptops with unauthorized users of the laptops.

10. ADDITIONAL SAFEGUARDS THAT APPLY TO ALL OTHER DEVICES.

10.1. Devices with access to Personal Information require the use of a password/PIN to unlock the device.

10.2. Devices with access to Personal Information lock after a period of inactivity of not more than 3 minutes, requiring that the log-in password/PIN be entered to unlock the device. 168
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10.3. Submittable owned devices are securely erased prior to disposal, reuse, resale or return to a vendor at end of a lease.

10.4. Users do not share passwords/PINs for any device used to access Personal Information. 169
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EXHIBIT C

EXAMPLE AUTOMATED EMAIL
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EXHIBIT D

FUNDS DISTRIBUTION ADDENDUM
This Funds Distribution Addendum (the “Addendum”) sets out the additional terms, requirements, and conditions under which Submittable will manage the process of distributing Customer funds to a Recipient (as defined below). This Addendum only applies if Submittable is providing Customer with funds distribution management services. Capitalized terms not otherwise defined shall have the meaning given to them in the TOS. Except as modified below, the terms of the TOS shall remain in full force and effect.

1. Additional Definitions.
“ACH” means the Automated Clearinghouse system governed by the National Automated Clearinghouse Association.
“Distribution Services” means Submittable’s service in managing the distribution of funds from Customer to Recipients through Processor according to the Program Requirements. “Network” means (i) Visa, Mastercard, American Express, Discover, or other payment card network; (ii) the National Automated Clearinghouse Association; or (iii) any other applicable payments network. “Payment Method” means the deposit account (or such other payment method, if approved by Processor) designated by Customer for use in funding the Processor Account to make payments to Recipients through the Distribution Services.
“Processor” means the payment services provider Submittable has engaged in connection with this Addendum, which Submittable may change from time to time and in its sole discretion. “Processor Account” means the account or accounts held at or by Processor for the purpose of receiving and distributing Customer funds to Recipients.
“Processor Platform” means the website, software interface, or other technology platform Processor employs to process payment transactions.
“Processor Terms” means any terms of service or agreements which Processor may require Customer or a Recipient to execute to send or receive funds through Processor. “Program Requirements” means Customer’s instructions and requirements to Submittable for the Distribution Services, as set forth in any applicable statement of work. “Recipient” means an End User to which Customer has requested funds be distributed through Processor using the Distribution Services.
“Restricted Business List” means the list of businesses to which Processor prohibits payment, as it may be updated from time to time.

2. Use of Distribution Services. Subject to the terms of this Addendum and the TOS, Submittable shall provide Customer with the Distribution Services, including directing the distribution of funds to Recipients on Customer’s behalf and according to the Program Requirements.

3. Funding. To use the Distribution Services to make payments to Recipients, Customer must provide or make funds available to Processor for distribution from the Processor Account. As required by Processor, Customer agrees to fund payments by either:

3.1. Pre-Funding: Customer will initiate payment to the Processor Account in such amounts as Processor may require. Thereafter, Processor shall distribute funds to Recipients from the Processor Account based on payment instructions from Submittable.

3.2. Periodic Funding: Customer authorizes Processor to debit the Payment Method in the amount of funds required to fulfill all payment instructions received from Submittable during a specified period (e.g., daily, weekly etc.). Thereafter, Processor shall distribute the funds to Recipients from the Processor Account based on the instructions from Submittable.

4. Minimum Balance. Customer agrees that it shall make or authorize periodic payments to the Processor Account in amounts equal to or in excess of the aggregate payments to Recipients requested by Submittable on Customer’s behalf. Customer acknowledges and agrees that under no circumstances shall Submittable or Processor be obligated to perform any transaction for which there are insufficient funds in the Processor Account. If any transaction is rejected for insufficient funds, Customer shall be liable to Submittable and Processor for any non- sufficient funds (“NSF”) fee either may incur.

5. Authorization. Customer hereby authorizes Processor to debit the Payment Method, including by ACH as applicable, (i) to collect any NSF fees owed to Processor; and (ii) in connection with funding payments to Recipients 171
Submittable Customer Terms of Service v1.4 Page 25 of 29 through Periodic Funding. Such authorization shall remain in full force and effect until thirty (30) days after Submittable receives written notification from Customer of termination of this authorization, by email to [email protected]. Submittable reserves the right to terminate or suspend the Distribution Services at any time that Customer fails to provide an active Payment Method and debit authorization.

6. Onboarding. Customer acknowledges and agrees that (i) it may be required to execute any Processor Terms or complete any other steps necessary to onboard with Processor prior to Submittable submitting any payment instructions to Processor on Customer’s behalf; and (ii) Recipients will be required execute any Processor Terms, establish an account with Processor, and provide Processor with all banking and other information necessary to transmit payment prior to receiving any funds through the Distribution Services. Submittable shall have no liability in connection with Customer’s or a Recipient’s failure to complete onboarding and execute any required Processor Terms.

7. Custody of Funds. Customer acknowledges and agrees that (i) Submittable is not a bank or other financial services provider; and (ii) under no circumstances will Submittable take custody of, have control over, or maintain in its own accounts any Customer funds intended for payment to a Recipient. Submittable’s role is limited to submitting payment instructions to Processor on Customer’s behalf and all funds provided to Processor by Customer or debited from Customer’s Payment Method will remain in Processor’s custody and control until they are distributed to Recipients.

8. Return of Funds. At Customer’s instruction, Submittable will request a return of funds from the Processor Account.

Customer acknowledges and agrees that Processor is solely responsible for returning any funds previously received from Customer. In addition, Customer acknowledges and agrees that Processor, in its sole discretion, will determine whether any funds pending distribution or previously distributed to Recipients are available for return to Customer.

If funds cannot be recovered from Recipients by Processor, Customer is solely responsible for the collection of such funds from Recipients.

9. Program Requirements. Recipients will submit applications for funds via Submittable’s Services. Submittable shall review applications on Customer’s behalf and submit payment instructions to Processor to distribute funds from the Processor Account to each eligible Recipient, all in accordance with the Program Requirements.

10. Representations and Warranties. In using the Distribution Services, Customer represents and warrants that:

10.1. Payment of funds to each Recipient shall be made only in connection with a successful application, entry, or submission through Submittable’s Services by or on behalf of such Recipient and Customer shall not use the Distribution Services in connection with any other type of payment transaction, including but not limited to bill payment or payroll processing;

10.2. The Program Requirements, including for review of any application, entry, or submission by or on behalf of a Recipient and for distribution of funds to Recipients, comply with all applicable laws;

10.3. Customer will require Recipients to provide accurate and complete information, including banking and financial information, to Submittable and Processor (as applicable), and to authorize Processor to transmit payment to Recipient’s designated account;

10.4. Customer’s use of the Distribution Services and Recipient’s receipt of and use of funds does not represent or result in a violation of (i) applicable laws, including, but not limited to, U.S. economic sanctions laws, the U.S. Foreign Corrupt Practices Act, or other applicable domestic or foreign anti-corruption or anti-money laundering laws; or (ii) any Network rules;

10.5. If Customer’s use of the Distribution Services results in the distribution of any funds allocated or provided by a federal or state governmental authority, such distribution complies with applicable federal or state law, and the programmatic requirements of the federal or state governmental authority; and

10.6. Submittable and Processor are each authorized to verify the identity of each Recipient and that no Recipient is (i) listed on the List of Specially Designated Nationals or Blocked Persons maintained by the U.S.

Department of the Treasury’s Office of Foreign Assets Control; (ii) engaged in whole or in part in a business listed on the Restricted Business List; or (iii) debarred or otherwise prohibited under federal or state law from receiving any funds distributed through the Distribution Services.

11. Additional Disclaimer. Customer acknowledges and agrees that Section 10.2 of the TOS applies to this Addendum and the Distribution Services.

12. Additional Limitation of Liability and Indemnification.

12.1. Limitation of Liability. Customer acknowledges and agrees that the provisions of Section 13 of the TOS shall apply to this Addendum and Customer’s use of the Distribution Services as described herein. Without limiting the foregoing, Submittable shall have no liability for Losses of any kind incurred by Customer as a 172
Submittable Customer Terms of Service v1.4 Page 26 of 29 result of (i) Customer or any Recipients’ failure to provide accurate and complete information to Submittable and Processor; (ii) Submittable’s review of any application, entry, or submission by or on behalf of a Recipient or determination to distribute funds to any Recipient made in accordance with the Program Requirements; (iii) Customer’s, Processor’s, or any Recipient’s fraud, negligence, willful misconduct, or violation of any applicable laws or Network rules; (iv) Customer’s or a Recipient’s breach of any Processor Terms; or (v) Customer’s failure to fund the Processor Account.

12.2. Indemnification. Customer acknowledges and agrees that the provisions of Section 12.2 of the TOS shall apply to this Addendum and Customer’s use of the Distribution Services as described herein. Without limiting the foregoing, Customer shall indemnify, hold harmless, and, at Submittable’s option, defend Submittable from and against any Losses resulting from any Third-Party Claim based on (i) Customer’s use of the Distribution Services; (ii) Customer’s breach of this Addendum (iii) Customer’s or any Recipient’s breach of any Processor Terms; (iv) Customer’s or any Recipient’s fraud, negligence, willful misconduct, or violation of any applicable laws or Network rules; or (vi) Customer’s failure to fund the Processor Account. 173
Submittable Customer Terms of Service v1.4 Page 27 of 29

EXHIBIT E

GIVE ADDENDUM
This Give Addendum (the “Addendum”) sets out the additional terms, requirements, and conditions under which Submittable will facilitate an employer customer’s ability to offer employee donation matching programs through a third-party 501(c)(3) public charity and its donor advised fund (“Give”). Give includes the portions of Submittable’s website and mobile app that Customer and Donors access to submit donation transactions. This Addendum applies only if Submittable is providing Customer Give services.

This Addendum represents a legal agreement between Submittable and Customer and by using or accessing Give, You accept and agree to the terms of this Addendum. In addition, Give is a Service, as defined in Submittable’s Customer Terms of Service (“TOS”), and is subject to the TOS as modified or updated by this Addendum. To the extent of any conflict between this Addendum and the TOS, this Addendum shall govern with regard to Customer’s use of Give. If You do not agree to be bound by this Agreement, You must discontinue Your use of Give immediately.

Capitalized terms used but not defined in this Addendum shall have the meaning assigned to them in the TOS.

1. “Donor” means Customer’s employees that Customer has approved to access and use Give.

2.Donor Advised Fund: Submittable provides administrative, support, and technical services to Able Impact Foundation, a third-party 501(c)(3) public charity and its donor advised fund (collectively referred to herein as the “DAF”). The DAF permits Donors to make recommendations for grants from the DAF to qualified charities recognized by the Internal Revenue Service (“IRS”) as described by section 501(c)(3) of the Internal Revenue Code (excluding private foundations and Section 509(a)(3) supporting organizations) and schools recognized by the Department of Education National Center for Education Statistics (“NCES”). Through Give, Submittable manages Donor contributions, matching employer contributions, and grant recommendations to the DAF.

3.Donations and Grant Recommendations. When You and a Donor make contributions through Give, You and the Donor are making charitable gifts to the DAF and a donation transaction to the DAF is complete upon the DAF’s receipt of payment. “Able Impact Foundation” – the owner of the DAF – will appear on Your and Your Donors’ donation receipts as the recipient of the donation. As required by the IRS, the DAF shall have exclusive legal control over all donations it receives, which upon payment to the DAF, become assets of the DAF. To the fullest extent consistent with its exempt purposes and operation as a public charity, the DAF shall make grants to qualified charities as recommended by Donors at the time of their donation to the DAF, in the amounts of their contributions and Your corresponding matching contribution. Notwithstanding the foregoing, the DAF shall distribute funds, in amounts and to recipients, in its sole discretion, and has no obligation to distribute funds to any Donor’s recommended recipient. If the DAF determines not to distribute funds to the recommended recipient, for example as a result of its charitable tax exempt status having been revoked, the DAF will select a different recipient or may retain the funds for future distribution. The DAF may choose, in its sole discretion, to allow Donor to make an alternate recommendation, but it is not obligated to do so.

3.1. Unused Funds. Customer acknowledges and agrees that the DAF may make grants, in its sole discretion, with Donor contributions, in the following circumstances:

3.1.1. Donor has left Customer’s employ;

3.1.2. The TOS is terminated; or

3.1.3. Donor’s recommended recipient rejects the donation or is not operating.

3.2. Prohibited Categories. The following categories of organizations, activities, or purposes shall be deemed ineligible for charitable donation recommendations and will be rejected by the Give services:

3.2.1. Organizations that are not described in Section 501(c)(3) of the Internal Revenue Code at the time of the payment to the recommended organization or are not in good standing under the applicable laws and regulations, including, but not limited to:
(a) Political parties or campaign organizations involved in the election of candidates; (b) For-profit entities and any commercial ventures;

3.2.2. Organizations that are Section 501(c)(3) private foundations or “supporting organizations” described in Section 509(a)(3) of the Internal Revenue Code;

3.2.3. Individuals, except for payments to educational institutions for the general purpose of scholarships which the educational institutions selects; 174
Submittable Customer Terms of Service v1.4 Page 28 of 29

3.2.4. Activities that are illegal or in violation of federal, state, or local laws, including organizations that discriminate on the basis of race, religion, gender, sexual orientation, age, national origin, or disability;

3.2.5. Organizations that are a government sanctioned entity, hate group, or exhibiting any other criteria indicative of a legal or reputation risk to the DAF; Submittable; Submittable’s affiliates, consultants, contractors, or agents; or other customers of Submittable; or

3.2.6. Any recommendation that provides more than an “incidental benefit” to the Donor including any recommended payment that results in any goods or services being provided to the Donor as a result of the payment .

3.3. Redirection or Redesignation of Funds. If the DAF cannot legally or practically follow Customer’s or Donor’s grant recommendation, the DAF may redirect or redesignate funds to an eligible alternative charity. In such circumstances, all tax receipts generated for the original donation are deemed to be valid, as they were made to the DAF and not the originally recommended charity.

3.4. Refunds. All contributions made by You and/or a Donor through Give are final and non-refundable.

3.5. Credit Card Ingress. Submittable will consider and potentially accept chargeback requests submitted by a Donor’s credit card issuer, based on Submittable’s sole judgment, specifically in instances where the transactions are evidently erroneous.

4.Donation through Give. Submittable will receive donation requests from Donors through Give. You agree to facilitate payment of each Donor’s donation to the DAF, directly or through Your third-party payroll processor.

Submittable fully intends to transfer all donated funds to the DAF at the time of a Donor’s donation. In the rare and unexpected event of technical difficulties such that Submittable is unable to transfer the donated funds at the time of a Donor’s donation, Submittable will expend all reasonable effort to transfer all donated funds to the DAF no later than 30 days after the end of the month in which the donations were made.

5.Matching Contributions. You are responsible for making Your own matching contributions to the DAF based on any donation matching programs You offer to Donors from time to time and will make any such donations within 30 days after the end of the month in which Submittable reports the Donor’s corresponding donation.

6.Administration Costs and Fees. Customer understands that there are administrative costs, expenses and fees associated with maintaining Give and that an administrative fee may be deducted from the amount of any grant the DAF makes to a charitable recipient, as may be set forth on the Order Form.

7.Donor Terms. Customer acknowledges and agrees that to use Give, each Donor will be required to agree to Submittable’s Donor terms of use (“Donor Terms”). The Donor Terms will clarify that donations made through Give are final, irrevocable and non-refundable. Donations are considered complete for purposes of Donor Terms as soon as the Donor submits the donation through Give.

8.Taxes and Tax Deductibility of Transactions. Customer will receive a receipt for donations stating that “no goods or services were provided in return for the contribution.” If You received any goods or services in connection with a Give transaction, the value of Your donation will be reduced by the value of the goods or services You received and you will be subject to a tax of 125% of the recommended. Customer is responsible for all taxes, if any, associated with Give transactions, including donations and contributions. Customer is responsible for determining the tax deductibility of Its donations made through the Services.

9.Dual Receipts. Upon making a donation through Give, Donor shall receive an immediate receipt generated by the Give services as evidence of the contribution. In instances where Donor employs a credit card for the transaction and designates specific recommendations for the distribution of the charitable donation, it is possible that a secondary receipt will be issued directly by the beneficiary charity. This subsequent receipt, while confirming the donation’s final allocation, is considered duplicative and shall not be utilized for the purposes of annual donation reporting. For the purpose of claiming a charitable deduction on tax returns, only the initial receipt provided by the Give services may be utilized. The responsibility to ascertain the appropriateness and application of such deduction, including adherence to all applicable laws and regulations, resides solely with Donor. It is imperative that Donor engages the services of a qualified tax advisor to ensure compliance and maximization of tax benefits in accordance with their individual financial situation. Customer bears sole responsibility for ensuring Donors are aware of their responsibilities under this section.

10.Disbursement Timing. DAF, in its sole discretion, determines whether and when to make disbursements to the beneficiary charity. For clarity, while a beneficiary charity may see undisbursed donations or grants listed 175
Submittable Customer Terms of Service v1.4 Page 29 of 29 in [**], DAF maintains exclusive legal control and discretion over the donated/granted funds; the beneficiary charity has NO ownership of or claim, right or entitlement to the donated/granted funds held by DAF. While DAF may typically disburse to a beneficiary charity during the calendar month that follows the month in which DAF received a donation or grant (e.g. if DAF received a donation/grant in January, then it would typically disburse such donation/grant, less fees, to a beneficiary charity in February), there are several exceptions to regular cadence disbursements such as when minimum donation/disbursement thresholds or maximum limits apply, if the beneficiary charity requires different timing for disbursement, if disbursements have been suspended or terminated as referenced in Section 4 of this Addendum, etc.

11.Disclaimer. Customer acknowledges and agrees that:

11.1. As between Submittable and Customer, Customer is responsible for transferring all funds for Donor donations to the DAF, based on the donations made by Donors through Give & Pay. Submittable shall not be liable for any delays, errors, or failures in donation processing based on the actions or omissions of any third party, including Customer or Customer’s payroll processor. Submittable assumes no responsibility or liability for the timeliness, accuracy, deletion, or mis-delivery of, or the failure to store, any Give content, user information, settings, or communications tools. Customer bears all such risks.

11.2. (i) Submittable is not a bank or other financial services provider and is not engaged in the business of receiving funds for transmission; (ii) apart from submitting Donor donation information to Customer, Submittable is not responsible for processing donation payments; and (iii) under no circumstances will Submittable take custody of, have control over, or maintain in its own accounts any Customer or Donor funds intended for payment to the DAF or any other party.

12.Limitation of Liability. In addition to the limitations set forth in TOS Section 13, to the greatest extent allowed by law, Customer agrees that Submittable is not responsible in any way for the acts or omissions of third parties, including (i) offers made by third parties through the Give portion of the Services; (ii) any third-party charitable offers that may turn out to be fraudulent, irresponsible, or otherwise advertised in bad faith; and (iii) any issues arising under Customer’s agreements, terms, or employment relationships with Donors.

13.Indemnification. Customer acknowledges and agrees that the provisions of Section 12.2 of the TOS shall apply to this Addendum and Customer’s use of Give as described herein. Without limiting the foregoing, Customer shall indemnify, hold harmless, and, at Submittable’s option, defend Submittable from and against any Losses resulting from any Third-Party Claim based on (i) Customer’s use of Give; (ii) Customer’s breach of this Addendum, including Customer’s failure to facilitate the transfer of donation funds to the DAF; (iii) Customer’s breach of any agreement or terms with Donors; or (iv) Customer’s fraud, negligence, willful misconduct, or violation of any applicable laws.
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Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT F

INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.

1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.

Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.

Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.

Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.

2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):

Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
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Contract No: ________ For the Contract between the City of Richmond and
_____________________________
The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.

3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.

INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
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Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT G

SANCTUARY CITY COMPLIANCE STATEMENT

The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”).

Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:

a. "Data Broker” means either of the following:

i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;

ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.

b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."

Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

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

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

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

Printed Name: Title:

Signed: Date:

Business Entity:
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In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing 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, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, 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) including coverage for bodily and personal injury, property damage, and products and completed operations.

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 coverage.

5. Original and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Construction Insurance.

6. Cyber Liability Insurance

Required Coverage

Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

General Liability
(primary and excess limits
combined)

PROJECT COST REQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
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Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

Cyber Liability Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.

Same limits as General Liability.

Required Policy Conditions
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.

Additional Insured Endorsement

Additional Insured Endorsement
(continued)

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 but not limited to 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 Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
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Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

1. 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.

Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

Subcontractors

CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until 182
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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.

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February 4, 2025

Finance Department

DATE: February 4, 2025
TO: Mayor Martinez and Members of the City Council
FROM: Andrea Miller, Director of Finance
Antoinette Terrell, Executive Director of Housing
Authority
Mubeen Qader, Deputy Director of Finance
Rita Martinez, Finance Manager II

Subject: Contract with Matrix Consulting Group to develop a Cost Allocation Plan.

FINANCIAL IMPACT: The total contract amount shall not exceed $32,500, for a three-year contract with an option to extend two
additional years for $12,500 on Year 4 and $10,000 on
Year 5. Fees will be split between the City of Richmond General Fund and Richmond Housing Authority as
follows:

Fiscal Year (FY) 24-25 total $12,500: 42141191-400836,
$6,250 and 01173415-400201, $6,250;
FY25-26 total $10,000: 42141191-400836, $5,000 and
01173415-400201, $5,000;
FY26-27 total $10,000: 42141191-400836, $5,000 and
01173415-400201, $5,000;
FY27-28 total $12,500: 42141191-400836, $6,250 and
01173415-400201, $6,250;
FY28-29 total $10,000: 42141191-400836, $5,000 and
01173415-400201, $5,000).

PREVIOUS COUNCIL
ACTION:

None
AGENDA
REPORT
184

February 4, 2025

STATEMENT OF THE
ISSUE:

City staff members are requesting that the members of
the City Council approve a contract to develop a Cost
Allocation Plan with the Matrix Consulting Group that is in compliant with Title 2, Code of Federal Regulations, Part 200. This plan must adhere to the cost principles set forth for state, local, and tribal governments by the U.S.

Department of Housing and Urban Development (HUD).

RECOMMENDED ACTION: APPROVE a contract in the amount of $32,500 with Matrix Consulting Group to develop a Cost Allocation
Plan to direct staff from the Finance Department and
Richmond Housing Authority to prepare the Indirect Cost Allocation Plan that adheres to Title 2, Code of Federal Regulations, Part 200, for a term beginning February 1, 2025, through February 1, 2028, with an option to extend two additional years – Finance Department (Mubeen
Qader 510-412-2077/Rita Martinez 510-621-1546).

DISCUSSION:

On November 15, 2024, the City of Richmond (COR) and Richmond Housing Authority (RHA) issued a Request for Proposals (RFP) to develop an Indirect Cost Allocation Plan (ICAP) in compliance with Title 2, Code of Federal Regulations, Part 200 (Attachment 1). This plan must adhere to the cost principles set forth for state, local, and tribal governments by the U.S. Department of Housing and Urban Development (HUD). The COR and RHA’s goal are to establish a well-documented, defensible, and compliant ICAP that enables the COR to recover allowable indirect administrative costs. The RFP was posted on the City's BidsOnline System, and 358 vendors were notified (Attachment 2). Of the firms that were notified, four (4) firms responded:

 MGT Impact Solutions, LLC
 Matrix Consulting Group, LTD.
 Maximus US Services
 NBS Government Finance Group

The responses were reviewed by a panel of staff from the City of Richmond and RHA.

The recommended firm was selected based on their expertise, competitive pricing, and ability to meet both the City’s and RHA’s needs (Attachment 3).

The decision to award the contract to Matrix Consulting Group, LTD. was based on the proposal and the costs fitting the scope of the work.

The ICAP identifies the functions of each central service department and then determines a methodology to allocate or spread the central service costs in a manner 185

February 4, 2025
that best represents the nature of those functions. The mathematical representations of central service functions used to allocate indirect costs are commonly called distribution basis. A distribution basis is a set of data displayed as the level of measure of each department’s participation in a specific activity or City function. This basis is then used to distribute costs that reasonably relate to the activity or City function that the basis represents. For the RHA, these general costs are incurred by the City, and the ICAP will determine the allowable portion of indirect costs recoverable from the RHA.

Ultimately, City staff is seeking approval of a contract with Matrix Consulting Group for an amount not to exceed $32,500, over a three-year period, with the option to extend for two (2) additional years (Attachment 4). The first additional year is $12,500 and the second extension year is $10,000. The Matrix Consulting Group will perform specific tasks as explained in the RFP and provided details of those tasks as outlined in the scope of work within the proposed contract.

DOCUMENTS ATTACHED:

Attachment 1 – Request for Proposal for Cost Allocation Attachment 2 – BidsOnline Summary
Attachment 3 – Scoring/Rating Sheet RFP Responses
Attachment 4 – Proposed Contract Matrix Consulting

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Request for Proposals (RFP)

Cost Allocation Plan

RFP Release Date:

November 15, 2024

Qualifications Due by:
4:30 PM on December 2, 2024

Submit Qualifications through:

City of Richmond PlanetBids

RFP Contact:

Rita Martinez
Finance Manager II
[email protected]

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Table of Contents
I. Introduction …………………………………………………………………………..………3-4
II. Scope of Services…………………………………………………………….…….……….4-5

III. Timeline ……………………………………………………………………………..…………5
IV. Contract Terms and Conditions ………………………………………………..…………6 V. Proposal Submittal Guidelines.………………………….…………….………...…………7 VI. Required Submission Package …………………………….…………………..……….7-8 VII. Evaluation and Selection Criteria ………………………….…………………..………8-9 VIII. Special Conditions ……………….……………………………………………….…..10-11

Attachments
Attachment A: Standard Contract (Sample)
Attachment B: Insurance Requirements – Type 2: Professional Services Attachment C: Richmond Sanctuary City Contracting Ordinance Attachment D: Sanctuary City Compliance Statement
Attachment E: Limited Liability Company Resolution
Attachment F: Limited Liability Disclosure Form
Attachment G: HUD Forms 5369-B
Attachment H: HUD Forms 5369-C

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Section I: Introduction
Purpose
The City of Richmond (COR) and the Richmond Housing Authority (RHA) is soliciting proposals from qualified firms to develop an Indirect Cost Allocation Plan (ICAP) in compliance with Title 2, Code of Federal Regulations, Part 200. This plan must adhere to the cost principles set forth for state, local, and tribal governments by the U.S. Department of Housing and Urban Development (HUD). The COR and RHA’s goal is to establish a well-documented, defensible, and compliant ICAP that enables the COR to recover allowable indirect administrative costs.

The Cost Allocation Plan identifies the functions of each central service department, and then determines a methodology to allocate or spread the central service costs in a manner that best represents the nature of those functions. The mathematical representations of central service functions used to allocate indirect costs are commonly called distribution basis. A distribution basis is a set of data displayed as the level of measure of each department’s participation in a specific activity or City function. This basis is then used to distribute costs that reasonably relate to the activity or City function that the basis represents. For the RHA, these general costs are incurred by the COR, and the ICAP will determine the allowable portion of indirect costs recoverable from the RHA.

The City of Richmond
The City of Richmond was incorporated in 1905 after the Santa Fe Railroad established its western terminus at Point Richmond in 1899, with ferry service to San Francisco. The City grew significantly at the onset of World War II with the opening of the Kaiser Richmond Shipyards at Richmond’s South Shoreline in 1941 (its population quadrupled from 23,600 in 1940 to over 93,700 in 1943), as tens of thousands of new residents immigrated to the City to work in the shipyards, many of whom were Black. During the decades that followed, major developments such as Marina Bay, the Hilltop Shopping Center, the Knox Freeway, and Richmond Parkway shaped the economy and geography of Richmond. Residential development continued, and thousands of Asian and Pacific Islander and Latino persons immigrated to the community.

Today, Richmond is a diverse and growing maritime, industrial, and residential community, with a population of over 110,000. The City is located on a peninsula 16 miles northeast of San Francisco, directly across the San Francisco Bay, and has a total area of 56 square miles, of which 33.7 are land area and 22.3 are water area.

Richmond Housing Authority
The RHA is a municipal corporation that is federally funded and regulated primarily under the U.S. Housing Act of 1937 as amended (42 USC 1437 et seq.). Created as a state agency in 1941 under the State Housing Authorities Law (Health & Safety Code Section 34200 et seq.), the RHA is bound by federal, state, and local laws.
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The RHA serves the Richmond community by providing affordable housing and support services to low-income families, individuals, and seniors. The RHA is committed to improving the quality of life for its residents and fostering strong, vibrant communities.

RFP Overview
This RFP describes the scope of work, contract terms, proposal submission requirements, and evaluation criteria for the Cost Allocation Plan. The anticipated term of this contract will be for a period of three (3) years, with an option to extend the contract for an additional two (2) years upon mutual agreement of both parties. The COR and RHA requires that the scope of work describe in this RFP be completed by March 31, 2025.

Section II: Scope of Services
The City of Richmond (COR) and the Richmond Housing Authority (RHA) are seeking a qualified firm to assist in preparing a Title 2 CFR 200 compliant Indirect Cost Allocation Plan (ICAP). For the purposes of this RFP, the ICAP shall allocate all reasonably identifiable administrative overhead costs to receivers of these services within the organization. The Plan must consider all costs—whether eligible for federal reimbursement or not—in its results.

The selected firm will be responsible for the following:

A. Collaboration and Coordination
 Conduct meetings with staff members who will manage the progress, completion, and implementation of the Study’s findings.
 Discuss expectations and an overview of the process: goals and objectives of the project, coordination for onsite and remote interactions with personnel in all divisions, timeline for project completion, global data needs, established policies and procedures, and other topics.

B. Cost Identification and Allocation
 Retrieve data, including actual expenditures, from COR to use as the basis and methodology for allowable and allocable costs to be distributed in a fair and equitable way.
 Ensure all administrative and overhead costs are considered that are in compliance with federal regulations.
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C. Development of an Indirect Cost Allocation Model
 The ICAP model developed will reflect the City’s organizational and financial structure and target a user-friendly, sustainable configuration.
 It may be necessary during the development process to adjust certain assumptions such as allocable cost pools, inclusion and exclusion of line-item expenditures, and allocation factor data, for purposes of complying with Title 2 CFR Part 200.

D. Documentation and Reporting
 Provide appropriate documentation to demonstrate that the firm meets or exceeds the requirements of this RFP.
 Report on any issues, findings, or considerations that come to light during the evaluation process that may impact the ICAP’s development or implementation.

E. Presentation and Adjustments
 Present the ICAP and allocation model to COR and RHA’s management team, incorporating feedback and adjusting as necessary.
 If required, present the ICAP and allocation model to RHA’s Board of Commissioners to facilitate their understanding of the plan and its implications.

F. Training and Knowledge Transfer
 Provide training to staff to ensure they understand the ICAP and can update and use it effectively.
 Deliver written guidelines or manuals detailing the methodology and steps for updating and maintaining the ICAP.

Section III: Timeline
The tentative time schedule for completing this project is as follows:

1. Proposal deadline ………………………………………………... December 2, 2024

2. Proposal evaluations ……………………………………………. December 6, 2024

3. Firm/consultant selection ………………………………………... December 13, 2024

4. Contract joint approval by RHA Board and City Council ……... January 7, 2025

5. Start of project ……………………………………………………. January 13, 2025

6. Completion of project……………………………………………… March 31, 2025 191

Section IV: Contract Terms and Conditions
Contract Term
The anticipated term of this contract will be for a period of three (3) years, with an option to extend the contract for an additional two (2) years upon mutual agreement of both parties.

Licenses
The successful Contractor and all subcontractors used in the work will be required to hold or to obtain a City of Richmond business license for which the fee will not be waived. Prior to the start of work, the successful Contractor shall obtain all other required permits from the City of Richmond, for which the fees will not be waived. The successful Contractor shall also obtain any other permits required from other agencies for the completion of the project, for which the fees will not be waived.

General Conditions of the Contract
Contractor and all subcontractors shall comply with Instructions to Offerors non-Construction (HUD Form 5369-B, Attachment G), Certifications and Representations of Offerors Non- Construction Contract (HUD Form 5369-C, Attachment H) and Table 5.1 of HUD Handbook No. 7460.8 REV 2 which are incorporated into the Contract Documents by this reference.

Compliance with City Ordinances
The contractor and all subcontractors shall comply with the City of Richmond Nondiscrimination Clauses in City Contracts Ordinance (Richmond Municipal Code (RMC) Chapter 2.28), Business Opportunity Ordinance (RMC Chapter 2.50), Local Employment Program Ordinance (RMC Chapter 2.56), Living Wage Ordinance (RMC Chapter 2.60) and Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on all Employment Applications (“Ban the Box”) (RMC Chapter 2.65), which are incorporated into the Contract Documents by this reference.

Sanctuary City Contracting Ordinance (SCCO)

The Richmond Sanctuary City Contracting Ordinance No. 12-18 (Attachment C) 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”). Proposers must submit the attached Sanctuary City Compliance Statement with their Proposal (Attachment D).

Insurance Requirements
Contractor shall maintain in full force and effect during the entire contract term the Insurance Requirements as described in “City of Richmond - Insurance Requirements -” Type 2 - Professional Services (Attachment B).
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Section V: Proposal Submission Guidelines
Electronic Proposals shall be submitted via the City’s secure online bidding system. All required sections of the proposal must be submitted via the website. Contractor is solely responsible for “on time” submission of their electronic proposal. The Bid Management System will not accept late proposals and no exceptions shall be made. Contractors will receive an e-bid confirmation number with a time stamp from the Bid Management System indicating that their bid was submitted successfully. The City will only receive those proposals that were transmitted successfully.

Interested parties may download copies of the above mentioned p roposal by visiting the
City's web site, www.ci.richmond.ca.us/bids. To download RFP, new vendors will be required to register. Once the vendor downloads any documents r elative to a solicitation, that vendor's name will appear on the Prospective Bidders list for t hat project and will receive any addenda or notifications relating to the RFP.

All proposals must be submitted by 4:30 PM on December 2, 2024 Proposals should be well-organized and address all aspects of the RFP. Include information on your company profile and experience, relevant project examples, your proposed staffing plan, pricing structure, and references.

All questions and requests for clarification regarding the RFP must be submitted in writing by 10:00AM PST, on November 22, 2024 via the BidsOnline system under the Q&A tab. Staff will provide responses in writing to all questions and post them on the RFP website for reference by all interested vendors.

The COR and the RHA reserves the right to conduct interviews with shortlisted vendors.

Proposals become the property of the COR and the RHA and may be subject to public disclosure after the selection process is complete.

Any party submitting a proposal shall not contact or lobby any City Council member, City official, employee (except those specified for contact) or agent regarding the RFP.

Any party attempting to influence or circumvent the RFP, bid submittal, and review process may have their proposal rejected for violating this provision of the RFP.

Section VI: Required Submission Package
The submission package must also include the following:

1. Cover sheet referencing this RFP with the name of the firm, contact information, number of employees, and location of office(s).

2. Firm’s Experience: Demonstrate your firm’s experience in jobs similar in scope and complexity as described in this solicitation. Provide your firm’s capability and methodology of rendering the services outlined herein and summary of experience of 193

key personnel who will be assigned to this engagement.

3. References: Provide references of customers, clients, or owners for whom you have delivered similar services. Please include statements or letters of recommendation from customers/clients describing job performance and service. Provide the point of contact, telephone number, email, title, and relation to you. RHA intends to contact these references to determine reliability, job performance, service, and other information.

4. Understanding Scope of Services: A detailed description of the proposed Work Plan for performing the required services, including a timeline and a description of activities and deliverables.

5. Proposed Rates and Fees: A fee schedule categorized by staff positions. Include additional charges for services and reimbursable expenses.

6. Completed Attachments: Proposers must submit the attached Sanctuary City Compliance Statement with their Proposal (Attachment D) and Certification and Representation of Offerors (HUD Form 5369-C, Attachment H)

Section VII: Evaluation and Selection Criteria

The selection committee will evaluate and rate proposals based on the following criteria:

Evaluation Criteria Maximum Points

1. Qualifications
 Capability to perform the work within the designated time frame;
 Description of proposed work plan for performing required services;
 Overall quality of statement of qualifications;
 Length of time in business.

35 2. Experience
Past experience developing indirect cost allocation plans; Past experience developing cost allocation plans that
involved Title 2 CFR 200.
 Qualifications and experience of key personnel dedicated to performing the scope of work.

30 3. References
 References from other agencies for which this type of work was done.

5 194

4. Fee Schedule
 Total cost for completing this project;
 Break-down of cost categorized by staff positions;
 Inclusion of additional charges for services and
reimbursable expenses.

30 Total Potential Points 100

All proposals will be reviewed to determine conformance with the RFP requirements. Failure to meet the requirements may be cause for rejection of the proposal. Any proposal which is incomplete, conditional, or contains irregularities may also be rejected.

COR or RHA Reserves the right to:
● Select any proposal as a basis for written or oral communicat ion with any or all of the companies or individuals when such action is considered to be in the best interest of the City of Richmond.
● Exercise discretion and apply its judgment with respect to se lection of any proposals submitted.
● Reject all proposals.

Depending on the content as determined by the selection committee, COR and RHA may conduct interviews of the top-ranking firms before final selections are made.

The total points for both the interview and the written proposal combined shall be used to determine the top candidate(s). The selection committee may then consider references and responsibility before selecting the finalist. The selection committee shall select the Proposer that is evaluated to be most competitive, and whose response is deemed to be in the best interest of this requirement.

COR or RHA may negotiate elements of the contract as required to best meet the needs of COR or RHA, with the apparent successful Proposer. If, during contract negotiations and/or during the terms of the agreement, the Successful Proposer finds that the requirements can be met in a more advantageous way, the successful Proposer shall notify RHA in writing of such finding. RHA may include such changes in the Contract.

If COR or RHA determines, in the course of negotiations, that a satisfactory contract cannot be executed in a timely fashion, COR or RHA may reject the successful Proposer and either terminate the procurement process or initiate negotiations with other Proposers in the order of their relative ranking.

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Section VIII: Special Conditions
Reservations
This RFP does not commit the City of Richmond or the Richmond Housing Authority to award a contract, to defray any costs incurred in the preparation of a proposal pursuant to this RFP, or to procure or contract for work. RHA may reject a proposal without providing the reason(s) underlying the declination. A failure to award a contract to the proposer with the lowest cost proposal shall not constitute a valid cause of action against RHA.

Public Records
All proposals submitted in response to this RFP become the property of the City of Richmond and public records and, as such, may be subject to public review. Documents protected by law from public disclosure will not be disclosed by the City of Richmond if clearly marked with the word "confidential" on each applicable page. Trade secrets may be marked as confidential only to the extent they meet the requirements of California Government Code section 6254.7. Only information claimed to be a trade secret at the time of submission to the City of Richmond and marked as "confidential" will be treated as a trade secret.

Right to Cancel
COR or RHA reserves the right to cancel or revise, for any or no reason, in part or in its entirety, this RFP. If COR or RHA cancels the RFP prior to the deadline for proposals or revises the RFP, notification will be placed on the City of Richmond’s BidsOnline System www.ci.richmond.ca.us/bids.

Limited Liability Company Disclosure Statement (LLCS)

Resolution No. 86-21 (Attachment E), approved by City Council on July 6, 2021, requires disclosure of the identities of beneficial & responsible owners of Limited Liability Corporations (LLC). Proposers must submit the attached Disclosure Statement of Limited Liability Companies Form with their Proposal (Attachment F).

Additional Information
COR or RHA reserves the right to request additional information and/or clarification from any or all proposers to this RFP, but is under no obligation to do so.

HUD Section 3 Clause

1. The work to be performed under this contract is subject to t he requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income 196

persons, particularly persons who are recipients of HUD assistance for housing.

2. The parties to this contract agree to comply with HUD's regu lations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations.

3. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin

4. The contractor agrees to include this section 3 clause in ev ery subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135.

5. The contractor will certify that any vacant employment posit ions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR Part 135.

6. Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.
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Cost Allocation - RFP
Scoring Matrix (Totals summary)
Panelist: (1) (2) (3) (4) (5) TOTAL AVG
MGT
MATRIX

MAXIMUS
NBS
85 85 90 90 77 427 85.4
94 93 91 92 98 468 93.6
93 96 87 90 94 460 92
88 91 89 90 87 445 89
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CITY OF RICHMOND

STANDARD CONTRACT
Department: City Project Manager:

City Project Manager E-mail: City Project Manager Phone No:

Vendor No: Contract No:

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No:
☐ A California corporation, ☐ limited liability corporation ☐ general partnership, ☐ limited partnership, ☐ individual, ☐ non-profit corporation, ☐ individual dba as [specify:] ____________________ ☐ other [specify:] _______________________________

2. Term. The effective date of this Contract is _______________________ and terminates _________________ unless terminated earlier as set forth herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $______________ (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:

FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________

4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.

5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.242

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.

10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.

11. Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)

By: _________________________ By: ___________________________ Title: ________________________ Title: __________________________ Date Signed: _________________ Date Signed: ___________________

I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)

By: _________________________ By: ___________________________ City Clerk Title: __________________________
Date Signed: ____________________
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: _________________________ 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G

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EXHIBIT A

SERVICE PLAN

Contractor shall, to the satisfaction of the Project Manager ( set forth in Exhibit B) , perform the following services and be compensated as outlined below [or attach service plan if necessary]:

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EXHIBIT B

PAYMENT PROVISIONS

1. COMPENSATION TO CONTRACTOR:

a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.

b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.

c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.

2. SUBMISSION OF INVOICES:

Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:

Attention: City of Richmond Finance/Account Payable
Project Manager: _______________________
P.O. Box 4046
Richmond, CA 94804

3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _______________________, before payments shall be authorized.

a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.

b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.

4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.
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EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.

2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).

3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.

4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: ________________________________________________

5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:

Attn:

Email: ________________________________________________ 246
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EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.

The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.

2. TIME IS OF THE ESSENCE:

Contractor and the City agree that time is of the essence regarding the performance of this Contract.

3. STANDARD OF CARE:

Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.

5. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, 247
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disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City.

b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee.

d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.

7. RECORDS:

a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).

b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.

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c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

8. PERMITS AND LICENSES:

Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder.

The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

9. TERMINATION:

a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.

b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

10. CONFLICT OF INTEREST:

Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under 249
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this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

11. HOLD HARMLESS:

a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract.

b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).

12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:

a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.

The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for 250
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money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent.

c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint- venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.

d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add sub- contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.

e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.

f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”

g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.

13. SAFETY:

a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.

Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable 251
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federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.

b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.

Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.

14. INSURANCE:

Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

15. COMPLIANCE WITH ALL APPLICABLE LAWS:

a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,

2.52, 2.56, and 2.60, if applicable.

b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.
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c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor.

d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.

Contractor agrees to abide by the terms and conditions of said policies.

16. INTEGRATED CONTRACT:

The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.

17. CONFLICTING PROVISIONS:

In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

18. FORCE MAJEURE:

Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of 253
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California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.

20. CLAIMS:

Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

21. INTERPRETATION:

This Contract shall be interpreted as if drafted by both parties.

22. WARRANTY:

If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

23. SEVERABILITY:

In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

24. AUTHORITY:

City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, 254
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and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.

25. WAIVER:

The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

26. COUNTERPARTS:

This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):

The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G. 255
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EXHIBIT E

SPECIAL CONDITIONS

The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):

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EXHIBIT F

INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.

1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.

Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.

Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.

Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.

2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):

Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
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The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.

3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.

INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
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EXHIBIT G

SANCTUARY CITY COMPLIANCE STATEMENT

The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”).

Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:

a. "Data Broker” means either of the following:

i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;

ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.

b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."

Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

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

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

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

Printed Name: Title:

Signed: Date:

Business Entity:
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Proposal to Develop a Cost Allocation Plan RICHMOND, CALIFORNIA December 2, 2024

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Table of Contents
Letter of Transmittal i 1 Firm’s Experience 1 2 References 6 3 Understanding of Scope of Services 7 4 Proposed Rates and Fees 13 5 Attachments 14 261

December 2, 2024 Rita Martinez, Finance Manager II City of Richmond 450 Civic Center Plaza Richmond, CA 94804 Dear Ms. Martinez: Matrix Consulting Group, Ltd. is pleased to submit our proposal to develop a cost allocation plan for the City of Richmond. We understand the importance of establishing documented and defensible studies to recover direct and indirect costs. We have conducted over 300 cost-of-service studies over the past 22 years, including a Full Cost allocation Plan for the Richmond in 2023. Our experience in providing similar services and understanding of the impact and implementation issues faced by jurisdictions comes from work with various clients, including recent work with Northern California jurisdictions, including Cupertino, Daly City, Dublin, East Bay Parks Regional District, Livermore, Los Altos, Los Altos Hills, Mill Valley, Pacific Grove, Palo Alto, Mountain View, San Mateo, San Ramon, and South San Francisco. At Matrix Consulting Group, we distinguish ourselves from our competitors through our commitment to delivering unparalleled value. Our staff possess a deep understanding of service and process assumptions behind the cost of service. Our firm currently has 30 full-time and seven part-time management consultants who specialize in analyzing local government functions encompassing an entire spectrum of operational areas. Our headquarters are in California (in San Mateo and Irvine), and we maintain regional offices in the Florida, Illinois, North Carolina, Oregon, and Texas. This project will be conducted from our San Mateo and Irvine locations. If you have questions or require additional information, please contact me at 650-858-0507 or [email protected]. We look forward to discussing our proposal, team, and experience with you and to the opportunity to continue working with the City of Richmond.

Richard Brady, President Matrix Consulting Group, Ltd.
matrixconsulting group
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1 Firm's Experience Matrix Consulting Group, Ltd. is a management consulting firm dedicated to providing quality analytical assistance to local and state governments. The firm was formed by experienced consultants to pursue an operating model in which analytical work is performed by senior-level staff. Our history and composition are summarized below: • Our headquarters are in California (in San Mateo), and we maintain regional offices in the Charlotte (NC), Dallas Metroplex (TX), Edwardsville (IL), Irvine (CA), Portland (OR), and the Tampa/Fort Myers (FL) area. • Since our founding 22 years ago, we have worked with over 1,700 government agencies, conducting cost-of-service and management studies and providing recommendations on operations, improvements, and cost recovery. • The market and service focus of Matrix Consulting Group has always been financial, management, staffing, and operations analysis of local government. The following outlines the core financial services provided by our firm: OMB 2 CFR Part 200 Cost Plans User Fee Studies Full Cost Plans Development Impact Fee Studies Indirect Cost Rate Proposals Fully Burdened Hourly Rates Internal Service Fund Analyses Revenue Projections No other firm better understands how public agencies operate or how to help them thrive. Cost Allocation Plan Experience Our firm has more than 22 years of experience developing Full Cost and OMB compliant Cost Allocation Plans, as well as Indirect Cost Rate Proposals for various municipal organizations in California and across the United States. Our goal is to document and define the services being provided and accurately allocate costs to all beneficiaries. The following points highlight our experience developing cost allocation plans and metrics: • Administrative Functions: Our firm has extensive experience in evaluating processes and functions associated with Finance, Human Resources, and Purchasing. From basic tasks and responsibilities to process improvement and oversight controls. Our project teams understand the core services associated with administrative functions, as well as the time associated with process completion, and are adept at helping staff determine daily, weekly, monthly, or annual time spent on a task. 263

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• Governmental Functions: Matrix Consulting Group has worked with and been a part of managerial studies relating to Manager and Legal services. Additionally, we have extensive experience working with, and presenting to various boards, councils, subcommittees, and the public. Our understanding of the various types of services provided allow our project teams to assess what services are best for allocation. Our team understands how these costs can and should be treated in both a Full Cost Plan and OMB compliant plan, including making staff aware of common practices, as well as aggressive allocation options. • Internal Services: Matrix Consulting Group has significant experience evaluating services and functions associated with facilities maintenance, fleet services, and information technology. While these services can be part of the general fund or internal services, their allocation is important when trying to understand the indirect costs associated with any fund, department, or program. Our project teams work with these departments to: • Indirect Cost Rate Proposals: Our firm’s experience with indirect cost rate proposals ranges from developing citywide proposals to departmental and divisional proposals. We look at all indirect costs related to the service and program area, determine if it is allowable and then set up the indirect cost rate calculation. Based upon the jurisdiction’s rate methodology we are versed in provisional, fixed final, and fixed carry forward rates. We work with our clients to review rates, outline appropriate applications, and customize templates based upon cognizant agency guidelines. Our project team members are well versed in Office of Management and Budget (OMB) guidelines for cost allocation, Generally Accepted Accounting Principles (GAAP), and best management practices outlined by the Government Finance Officers Association (GFOA) relating to cost allocation and cost recovery. We are committed to ensuring that all cost centers being allocated comply with state and local laws, use fair and equitable allocation metrics, and are documented and defensible. Recent clients of Matrix Consulting Group to whom our proposed project team have provided Cost Allocation Plan services are included in the following table: Jurisdiction Full Cost OMB ISF Indirect Rates Annual Plan Adelanto, CA X Calimesa, CA X X X Cupertino, CA X X Dublin, CA X X X East Bay RPD, CA X X X Elk Grove, CA X X X Fairfield, CA X X 264

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Jurisdiction Full Cost OMB ISF Indirect Rates Annual Plan Fort Bragg, CA X X X Pasadena, CA X Pacific Grove, CA X X Pomona, CA X X X Port of Long Beach, CA X X Redwood City, CA X X Richmond, CA X Sacramento Regional Transit, CA X X X Santa Barbara, CA X San Bernardino, CA X X San Mateo, CA X X X Saratoga, CA X Santa Clara, CA X X X South San Francisco, CA X X Sunnyvale, CA X X X We are happy to provide additional project details upon request. Key Personnel The proposed project team are all full-time employees of Matrix Consulting Group; we will not be partnering with any subcontractors. The following chart outlines the project team, their specific roles, and reporting structure.

The following table provides experience summaries for our proposed project team, including types and years of experience, recent clients, and project roles.

Coordination of data collection, support City staff in data development, and populate models.

Responsible for leading interviews, financial analysis, policy discussion and development.

Primary contact for the project, providing expertise in reviewing drafts and presenting results.

Project oversight and overall project approval.City of Richmond Courtney RamosPrincipal-in-Charge
Khushboo IngleProject Manager
Madison DixsonAnalystJaymee WestoverAnalystAnna BarnettAnalyst 265

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Courtney Ramos Sr. Vice President Experience: 19 years Ms. Ramos is a Senior Vice President and our Financial Services Practice Leader who oversees cost allocation plan, user fee, development impact fee, and cost of service engagements. Her tenure with the firm has also included participation in operational audit engagements focusing on reviewing organizational and staffing structures to enhance services. Courtney’s relevant experience includes analysis focused on development and documentation of direct and indirect costs, fair and equitable allocation methodologies; and expertise in the development of fiscal policies and procedures relating to cost of service and cost recovery. Recent Northern California clients include Daly City, East Bay Regional Parks and Recreation District Livermore, Millbrae, Milpitas, Redwood City, Richmond, San Mateo, San Mateo County Resource Conservation District, and Sunnyvale. Her role on this project would be to serve as the Principal-in-Charge, ensuring timely project deliverables, quality control, and presentation to stakeholders. Khushboo Ingle Vice President Experience: 13 years Ms. Ingle is a Vice President who manages cost allocation plan, user fee, development impact fee, and cost of service engagements. Her experience with the firm also includes participation in operational audit engagements focusing on organization, staffing, and internal processes. Recent Northern California clients include Daly City, East Bay Regional Parks and Recreation District Livermore, Millbrae, Milpitas, Redwood City, Richmond, San Mateo, San Mateo County Resource Conservation District, South San Francisco, and Sunnyvale. Her role on this project would be to serve as the Project Manager, involved in leading meetings, developing draft results, and reviewing results. Madison Dixson Senior Consultant Experience: 3 years Ms. Dixson is an analyst who assists our senior staff on cost allocation plan, user fee, development impact fee, and cost of service engagements. Ms. Dixson has served as a project analyst for recent Northern California clients including Cupertino, Pacific Grove, Millbrae, Richmond, and Sunnyvale. Her role on this project would be to serve as an Analyst, involved in attending meetings, data input, and developing models. Jaymee Westover Senior Consultant Experience: 3 years Ms. Westover is an analyst who has recently joined our firm and assists our senior staff on cost allocation plan, user fee, development impact fee, and cost of service engagements. Prior to working at Matrix Consulting Group, she worked as a Financial Analyst for the City of Knoxville, TN. During her tenure with the firm, she has assisted on studies for Butte County, Palo Alto, and Santa Clara County. Her role on this project would be to serve as an Analyst, involved in attending meetings, data input, and developing models. 266

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Anna Barnett Consultant Experience: 1 year
Ms. Barnett is an analyst who has recently joined our firm to assist our staff on cost-of-service engagements including cost allocation plan, user fee, and development impact fee studies. Anna has assisted for projects in California including Palo Alto, Butte County, Chico, and Malibu. Her role on this project would be to serve as an Analyst, involved in attending meetings, data input, and model development.

Resumes are available upon request.
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2 References The following table references three (3) clients for whom similar services were provided and managed by our Principal-in-Charge and Project Manager. Client Client Contact Project Type/Details Dallas, Texas Janette Weedon, Director Budget & Management Services (214) 670-5349 [email protected] Full Cost Allocation Plan OMB Cost Allocation Plan Indirect Cost Rate Proposal Cognizant Agency: HUD FY14-Present Pomona, California Dustin Andolson, CPA Accounting Supervisor (909) 620-2499 [email protected] Full Cost Allocation Plan OMB Cost Allocation Plan Indirect Cost Rate Proposal Cognizant Agency: HUD FY23 Sacramento Regional Transit District, California Paul Selenis, Director, Accounting & Treasury (916) 557-4511 [email protected] Indirect Cost Allocation Services & Indirect Cost Rate Cognizant Agency: Federal Transport Administration FY20-Present Additional details and/or references are available upon request. 268

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3 Understanding Scope of Services The following section includes an overview of our approach and a detailed work plan to accomplish the City’s scope of services. Approach Matrix Consulting Group works with various clients ranging from small towns to major metropolitan cities in over 45 states across the U.S. and Canada. Every project is unique but is managed according to the following essential project approach:

The approach chosen for completing this project allows us to deliberately review and categorize the allowability of indirect costs as well as determine the best and most tangible metrics for allocation. Quality Control Our firm utilizes strong project management and quality control techniques including: • Project Management: Ensuring our projects meet the needs and timelines of our clients are accomplished through the following: - The project manager and lead analyst develop general and project specific data collection plans and interview guides. - All project work activities are defined in advance and tied to each project team member, deliverables, the schedule, and the budget.

Understanding City-specific financial data.

Working collaboratively with City staff through meetings and workshops.Applying industry standards, best management practices, and technical expertise for cost allocation application.Calculating defensible results with buy-in from internal and external stakeholders.Providing recommendations and transferring knowledge and work products to City staff for successful implementation. 269

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- We have frequent client review meetings to discuss the quality and direction of the project through interim deliverables and draft documents. • Numerical Results: Financial analyses are used to develop budgets and projections, and often are subject to public oversight and review. For this reason, our firm ensures data determined quality control through the following: - Expenditure data entered into cost models are tied to financial reports. - Allocation metrics are tied back to transaction reports. These project management approaches have resulted in all our projects being delivered at a high level of quality, on time and on budget. Work Plan The following tasks outline our approach to performing all scopes of service, including a narrative, associated activities, and projected staff time requirements. Task 1 Data Collection Prior to our initial meeting, Matrix Consulting Group will provide the City with a list of initial data requirements for the study. This will allow our project team to review this information thoroughly in preparation for initial discussions with staff. A common list of data collection items include: • Audited expenditures on a department, division, program, and line-item basis. • Copy of prior cost allocation plan(s) and supporting documentation. • List of all personnel by department, division, and program. • Copy of organizational chart. The provision of these items allows our project team to familiarize themselves with the City’s structure and its current cost allocation practices. Deliverable Data Collection List Task 2 Study Objectives and Project Schedule Once the data has been collected, the project team will then meet with designated City staff to discuss any issues identified by the project team, as well as to clarify any existing concerns held by the City regarding the current cost allocation methodology. Discussions will include:
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• Review of the City’s specific needs and critical issues surrounding development and implementation of the cost allocation study. • Opportunities for improvement and restructuring of previous studies, and/or review and discussion of existing cost allocation methodologies. • Discussion of the uses of the cost allocation plan and ICRP , as well as concerns or issues that should be addressed during the development of the plan. At the culmination of the meeting, the project team and the designated City staff will leave with a greater understanding of the overall approach and methodology that will be taken by the project team to develop the Cost Allocation Plan. Deliverable Project Schedule Task 3 Interview Staff The project team will work with City staff to structure a custom cost allocation plan by reviewing and discussing the accounting (fund and organizational levels) and staffing structure of the City. To structure a custom cost allocation model, our project team would perform the following tasks: • Review and discuss the accounting (fund and organizational levels) and staffing structure of the City, as well as current fiscal year actual information. • Meet with each division, to identify its major services and document the most reasonable allocation basis to it benefiting departments, funds, and activities. The following is a sample flowchart visually representing the outcome of these discussions, the first level is the central services department, the second level is the identified service category, and the third level is the basis by which costs will be allocated:

Finance
Payroll
# of Employees per Division
Accounts Payable
# of Invoices per Division
Financial Reporting
Actual Expenses per Division
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• Discuss alternative allocation procedures, including possible outcomes and potential impacts of each method. This step of the process is critical in the development of cost allocation plans as it allows the City to review all existing and proposed options that determine the overall indirect cost recovery for the City. Deliverable Allocation Metric Request Task 4 Review Draft Allocation Metrics Based upon units of service identified in Task 3 and the allocation metrics collected, the project team would put together allocation statistic workbooks for review with the Central Service functions. The purpose of these workbooks is to review the initial results of the allocation metrics gathered by the project team. The following graphic shows an example of the allocation workbook: Fund Dept Desc # of AR Transactions per Fund / Dept Allocation % 1 10 City Board 3 0.87% 1 16 Human Resources 30 8.75% 1 20 City Attorney 30 8.75% 1 30 Police 68 19.83% 1 35 Fire 1 0.29% 1 40 Development Services 7 2.04% 1 50 Public Works Streets 5 1.46% 1 52 Public Works Facilities 1 0.29% 1 54 Public Works Community Services 185 53.94% 10 TDA Article 4-Transit 1 0.29% 14 Transnet 8 2.33% 29 Self-Insured Fund Liability In 4 1.17% 343 100.00% Based on this workbook, we would meet with staff and discuss whether it is appropriate that Community Services generates the most support at 54% followed by Police at 20%. This type of detailed review is critical for the development of a defensible cost allocation study. It also ensures that City staff are comfortable with the use of the allocation metrics and the support that those metrics represent. Deliverable Draft Allocation Workbooks 272

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Task 5 Structure Cost Allocation Model The City is primarily interested in the development of an OMB 2 CFR Part 200 Compliant Cost Allocation. The OMB Compliant Cost Allocation Plan has the following key requirements: 1. Expenditures Allocated: The OMB 2 CFR Part 200 must be based upon the most recent fiscal year’s audited actual expenditures. 2. Types of Services Included: Services such as lobbying, legislative costs, certain Treasurer costs, and one-time costs cannot be included in the OMB 2 CFR Part 200 plan. The draft 2 CFR Part 200 Cost Allocation Plan will provide clear documentation regarding the basis for allocations, and the methodologies applied to achieve the plan’s final result. The Draft Cost Allocation Plan will be discussed and reviewed with each participating department as well as Executive staff. Deliverable Draft Cost Allocation (Excel Results) Task 6 Draft Cost Allocation Plan Report Upon approval of the excel draft results of the cost allocation model, the project team will put together a Cost Allocation Report. This draft report will include a narrative description of all City departments and services included in the cost plan and the methodology used to allocate those services. In addition to the narrative portion, the excel portion will be included identifying how each cost was allocated. Deliverable Draft Cost Allocation Report Task 7 Final Cost Allocation Study Any revisions or edits from the draft cost allocation study would be incorporated into the Final Cost Allocation study report. This is the report that would be presented to the City as well as any other internal or external stakeholders. Deliverable Final Cost Allocation Report Task 8 Develop Draft Indirect Cost Rate Proposal The completion of the OMB Cost Allocation Plan is critical to the development of the Indirect Cost Rate. The project team will work with City staff to calculate options of indirect cost rates – Citywide, department-specific, total modified expenditures, salaries 273

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and wages, or salaries and benefits. Only one rate can be included in the agreement, but all indirect cost rate options would be reviewed with City staff. Deliverable Excel Indirect Rate Options Task 9 Finalize Indirect Cost Rate Proposal Once staff and management have reviewed the Indirect Cost Rates and agreed with the developed rates, the project team will finalize the Indirect Cost Rate Proposal (ICRP). All supporting documentation would be provided to staff. Deliverable Final ICRP Timeline The City would like completion of study by end of March 2025. Assuming a start date of mid-January, that only provides 2.5 months (10-weeks). The following table outlines our proposed 2.5-month (10-week) project schedule on a task-by-task basis. Tasks Weeks 1-2 3-4 5-6 7-8 9-10 Data Collection Study Objectives/Schedule Interview Staff/Gather Metrics Review Draft Metrics Structure/Prepare Draft CAP Finalize CAP Structure/Prepare Draft ICRP Finalize ICRP All timelines can be adjusted based upon the City’s schedule and other commitments in agreement with City staff. 274

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4 Proposed Rates and Fees Matrix Consulting Group proposes to perform the tasks and services associated with developing a cost allocation plan and indirect rate proposal for a fixed-price fee of $12,500. The following chart provides a breakdown of hours by team member and costs for each task. Principal-in- Charge Project Manager Analyst (3) Total Cost Data Collection 0 2 2 $800 Study Objectives/Schedule 2 2 0 $1,100 Interview Staff/Gather Metrics 0 2 2 $800 Review Draft Metrics 2 2 6 $2,000 Structure and Prepare Draft CAP 0 4 10 $2,500 Finalize CAP 2 2 4 $1,700 Structure and Prepare Draft ICRP 0 4 6 $1,900 Finalize ICRP 2 2 4 $1,700 Total Hours 8 20 34 Hourly Rate $300 $250 $150 Total Professional Fees $2,400 $5,000 $5,100 $12,500 Total Project Cost $12,500 This price is a fixed price contract, inclusive of all travel and any other expense costs. Our typical practice is to bill for hours worked monthly. Any additional work would be provided at the hourly rates noted. The City is looking for a multi-year contract. The price noted would be for Year 1. The following table shows the price for future contract years: Plan Year Amount Year 2 $10,000 Year 3 $10,000 Year 4 (Optional) $12,500 Year 5 (Optional) $10,000 Matrix Consulting Group is committed to helping our clients develop accurate and defensible cost-of-service methodologies and ensure that they can implement the results of these studies appropriately. Our client support continues even after a final report has been issued. We understand that questions can arise about the development of a study well after project completion and are committed to working with our clients to answer any questions about methodologies and applications of results. This support is provided to our clients at no extra cost. 275

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5 Completed Attachments We have completed the following required attachments: • Sanctuary City Compliance Statement (Attachment D) • Certification and Representation of Offerors (HUD Form 5369-C, Attachment H) • Disclosure Statement (Attachment F) The above attachments can be found beginning on the next page. 276
Disclosure Statement for Limited Liability Companies
This Statement Shall be included with all Bid and Proposal Submissions Is your Business a Limited Liability Company (LLC)? pYES pNO If you answered YES, please provide the City with the names and business addresses of any and all shareholders, directors, officers, members, managers, other authorized persons, partners, and “Beneficial Owners” of the applying LLC. A Beneficial Owner is any person or entity who: (1) exercises substantial control over the applying LLC; (2) owns 25% or more of the interest in the applying LLC; or (3) receives substantial economic benefits from the assets of the applying LLC.

If any LLC shareholder, director, officer, member, manager, other authorized person, partner, or Beneficial Owner is itself an LLC or other business entity, the names and business addresses must also be provided for any and all shareholders, directors, officers, members, managers, other authorized persons, partners, and Beneficial Owners of that LLC or other business entity all the way up through each entity in the organizational chart until ultimate ownership by individual people is disclosed.

Name: _____________________
Title: _____________________
Address:__________________________________________
Name: _____________________
Title: _____________________
Address:__________________________________________
Name: _____________________
Title: _____________________
Address:__________________________________________
☐ Check this box if additional ownership information is attached to this Disclosure Statement.

In signing this Disclosure Statement, I represent that the information submitted in this Disclosure Statement, and any attachments, is true and correct.

Signature: _____________________
Printed Name: _____________________
Title: _____________________
Date: _____________________
Richard Brady
President
11-26-24
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form HUD-5369-C (8/93)
ref. Handbook 7460.8 Previous edition is obsolete page 1 of 2 [ ] [ ]
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Certifications and
Representations
of Offerors
Non-Construction Contract
U.S. Department of Housing
and Urban Development
Office of Public and Indian Housing

Public reporting burden for this collection of information is estimated to average 5 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.

This form includes clauses required by OMB’s common rule on bidding/offering procedures, implemented by HUD in 24 CFR 85.36, and those requirements set forth in Executive Order 11625 for small, minority, women -owned businesses, and certifications for independent price determination, and conflict of interest.

The form is required for nonconstruction contracts awarded by Housing Agencies (HAs). The form is used by bidders/offerors to certify to the HA's Contracting Officer for contract compliance. If the form were not used, HAs would be unable to enforce their contracts. Responses to the collection of information are required to obtain a benefit or to retain a benefit. The information requested does not lend itself to confidentiality.

1. Contingent Fee Representation and Agreement
(a) The bidder/offeror represents and certifies as part of its bid/ offer that, except for full-time bona fide employees working solely for the bidder/offeror, the bidder/offeror:
(1) has, has not employed or retained any person or
company to solicit or obtain this contract; and
(2) has, has not paid or agreed to pay to any person
or company employed or retained to solicit or obtain this contract any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of this contract.
(b) If the answer to either (a)(1) or (a) (2) above is affirmative, the bidder/offeror shall make an immediate and full written disclosure to the PHA Contracting Officer.
(c) Any misrepresentation by the bidder/offeror shall give the PHA the right to (1) terminate the resultant contract; (2) at its discretion, to deduct from contract payments the amount of any commission, percentage, brokerage, or other contingent fee; or (3) take other remedy pursuant to the contract.

2. Small, Minority, Women- Owned Business Concern Rep-
resentation
The bidder/offeror represents and certifies as part of its bid/ offer that it:
(a) is, is not a small business concern. “Small business concern,” as used in this provision, means a concern, includ - ing its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding, and qualified as a small business under the criteria and size standards in 13 CFR 121.
(b) is, is not a women- owned small business concern. “Women-owned,” as used in this provision, means a small business that is at least 51 percent owned by a woman or women who are U.S. citizens and who also control and
operate the business.
(c) is, is not a minority enterprise which, pursuant to Executive Order 11625, is defined as a business which is at least 51 percent owned by one or more minority group
members or, in the case of a publicly owned business, at least 51 percent of its voting stock is owned by one or more
minority group members, and whose management and daily
operations are controlled by one or more such individuals.

For the purpose of this definition, minority group members are:
(Check the block applicable to you)
Black Americans Asian Pacific Americans
Hispanic Americans Asian Indian Americans
Native Americans Hasidic Jewish Americans

3. Certificate of Independent Price Determination
(a) The bidder/offeror certifies that—
(1) The prices in this bid/offer have been arrived at indepen - dently, without, for the purpose of restricting competi - tion, any consultation, communication, or agreement
with any other bidder/offeror or competitor relating to (i) those prices, (ii) the intention to submit a bid/offer, or (iii) the methods or factors used to calculate the prices offered;
(2) The prices in this bid/offer have not been and will not be knowingly disclosed by the bidder/offeror, directly or
indirectly, to any other bidder/offeror or competitor be - fore bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and
(3) No attempt has been made or will be made by the bidder/ offeror to induce any other concern to submit or not to submit a bid/offer for the purpose of restricting competition. (b) Each signature on the bid/offer is considered to be a certifi - cation by the signatory that the signatory:
(1) Is the person in the bidder/offeror’s organization respon - sible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to subpara - graphs (a)(l) through (a)(3) above; or
(2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any
action contrary to subparagraphs (a)(l) through (a)(3)
above (insert full name of person(s) in the bidder/offeror’s organization responsible for determining the prices of - fered in this bid or proposal, and the title of his or her position in the bidder/offeror’s organization);
(ii) As an authorized agent, does certify that the princi - pals named in subdivision (b)(2)(i) above have not par - ticipated, and will not participate, in any action contrary to subparagraphs (a)(l) through (a)(3) above; and
278
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ref. Handbook 7460.8 Previous edition is obsolete page 2 of 2 (iii) As an agent, has not personally participated, and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above.
(c) If the bidder/offeror deletes or modifies subparagraph (a)2 above, the bidder/offeror must furnish with its bid/offer a signed statement set
ting forth in detail the circumstances of
the disclosure.

4. Organizational Conflicts of Interest Certification
(a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situ
ation in which the nature of work under a proposed
contract and a prospective contractor’s organizational, fi- nancial, contractual or other interest are such that:
(i) Award of the contract may result in an unfair competi - tive advantage;
(ii) The Contractor’s objectivity in performing the con - tract work may be impaired; or
(iii) That the Contractor has disclosed all relevant infor - mation and requested the HA to make a determination
with respect to this Contract.
(b) The Contractor agrees that if after award he or she discovers an organizational conflict of interest with respect to this contract, he or she shall make an immediate and full disclo - sure in writing to the HA which shall include a description o f the action which the Contractor has taken or intends to elim
inate or neutralize the conflict. The HA may, however, terminate the Contract for the convenience of HA if it would be in the best interest of HA.
(c) In the event the Contractor was aware of an organizational conflict of interest before the award of this Contract and intentionally did not disclose the conflict to the HA, the HA may term
inate the Contract for default.
(d) The Contractor shall require a disclosure or representation from subcontractors and consultants who may be in a position to influence the advice or assistance rendered to the HA and shall include any necessary provisions to eliminate or neutralize conflicts of interest in consultant agreements or subcontracts invo
lving performance or work under this Contract.

5. Authorized Negotiators (RFPs only)
The offeror represents that the following persons are authorized to negotiate on its behalf with the PHA in connection with this request for proposals: (list names, titles, and telephone numbers of the authorized negotiators):

6. Conflict of Interest
In the absence of any actual or apparent conflict, the offeror, by submission of a proposal, hereby warrants that to the best of its knowledge and belief, no actual or apparent conflict of interest exists with regard to my possible performance of this procure - ment, as described in the clause in this solicitation titled “Orga - nizational Conflict of Interest.”

7. Offeror's Signature
The offeror hereby certifies that the information contained in these certifications and representations is accurate, complete, and current.

Signature & Date:

Typed or Printed Name:

Ti
tl
e:

Richard Brady
President
11-26-24
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