ATTACHMENT 5 - ORIGINAL CONTRACT CAO.pdf — Richmond City Council, August 19, 2025

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 Con tract 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 ’stotal 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.

Police Donald Patchin
[email protected] (510) 620-6942

PENDING PENDING
Provide secured messaging platform and support.

Genasys, Inc.
16262 West Bernardo Drive
San Diego, CA 92127
Philip Prins
(203) 644-3073 [email protected]

PENDING
July 1, 2025
June 30, 2028
30,000.00
ATTACHMENT 1

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 subjec t to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.

9. Insurance Provisions. This Contract is subjec t 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 at test 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
Genasys, Inc.

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

EXHIBIT A

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

Genasys, Inc.

PENDING
Provide secured messaging platform and support as outlined in the Proposal, dated March 28, 2025, incorporated and attached herein.

March 28, 2025
Genasys Proposal for
The City of Richmond’s
Police Department
Request for Proposal for
A Secure Messaging Platform

TITLE: Secure Messaging Platform
DUE: March 28, 2025, 5:00PM

SUBMITTED TO:

The City of Richmond
City of Richmond's BidsOnline system
www.ci.richmond.ca.us

SUBMITTED BY:

Philip Prins (Primary Contact)
Senior Account Executive
Genasys, Inc
16262 West Bernardo Drive
San Diego, CA 92127
Phone: 1 (203) 644-3073
Email: [email protected]

ATTACHMENT 4

Page 2 of 16 ends

Genasys Inc. has submitted proprietary technical data and business-sensitive cost and pricing data for RFP evaluation only. Without the express written consent of Genasys Inc., any disclosure, dissemination, distribution, copying, or other use of this proposal or its substance is not authorized.

PROPRIETARY INFORMATION
This proposal contains proprietary technical data and business-sensitive cost and pricing information, submitted by Genasys Inc. exclusively for the RFP evaluation only. Disclosure, dissemination, distribution, copying, or any other unauthorized use of this document or its contents is expressly prohibited without prior written consent from Genasys Inc.

This submission includes sensitive customer information, which, at customers’ discretion, is available solely for RFP evaluation and is not intended for competitor review. Unauthorized access by competitors has, in the past, led to improper use, accusations, and project award protests, resulting in unnecessary disruptions to the evaluation process. The included technical documentation is representative of Genasys’ performance and response capabilities and is provided strictly for this evaluation.

As a publicly traded entity, Genasys Inc. has provided sensitive, non-public information regarding customer relationships, product development roadmaps, and proprietary technical advantages.

Unauthorized release of such information could influence investor actions and violate U.S. Securities and Exchange Commission (SEC) regulations, given the potential impact on market-sensitive disclosures.

Page 3 of 16 ends

Table of Contents
A. Vendor Cover Letter .............................................................................................................................................. 4 B. Software Solution .................................................................................................................................................... 6 C. Requirements ........................................................................................................................................................... 9 D. Cost Information ................................................................................................................................................... 10 E. Contractor Assignment of Sub-Contract ....................................................................................................... 12 F. Exceptions to this Request for Proposals ........................................................................................................ 12 G. Statement of Impartiality and Disclosure ....................................................................................................... 15 H. Sanctuary City Contracting and Investment Ordinance 12-18NS_2018 .............................................. 15 I. Genasys, Inc. W-9 ................................................................................................................................................ 16

Page 4 of 16 ends

A. Vendor Cover Letter
Thank you for the opportunity to submit this bid for the City of Richmond. Genasys Protect CONNECT (formerly Evertel) provides secure, real-time communication and collaboration, meeting the strictest requirements of public safety agencies, hospitals, financial services, and secure business communications. With security at its core, CONNECT ensures the integrity and reliability of every message, offering a robust platform for both internal and external collaboration. Its speed enables the secure exchange of sensitive information, supporting swift decision-making and cross-agency coordination. CONNECT empowers professionals to form ad-hoc groups for one-off incidents or maintain long-term teams, ensuring continuous, secure communication. The platform meets HIPAA, CJIS, and record retention requirements, allowing agencies and personnel to communicate with complete confidence.

Our solution is a secure, encrypted communication platform specifically designed for law enforcement and public safety personnel. It is accessible across multiple formats, including a mobile app (Android and iOS/iPad) and a desktop version (desktop/laptop/vehicle MDC/MDT). A single account enables seamless access across all platforms, ensuring uninterrupted communication during crises and emergencies. As a cloud-based SaaS solution, CONNECT requires no additional equipment for deployment and can be operational within minutes. All data is securely stored within the agency’s encrypted AWS GovCloud account and individual user accounts within the agency’s platform.

CONNECT was developed through a collaboration between a retired Chief of Police and experienced technology entrepreneurs. During extensive consulting in over 40 states and six countries, our law enforcement co-founder uncovered a widespread issue: 90-95% of officers and employees relied on non-compliant consumer apps for official communications, creating serious security and legal risks. CONNECT was designed to eliminate these risks by offering a purpose-built, compliant solution tailored to the needs of public safety professionals.

With expertise in secure, encrypted data transmission and compliance-driven communications, CONNECT provides seamless, secure, and compliant collaboration across organizations. Key features include:

Daily Stakeholder Communication
Unify your organization and facilitate smooth collaboration with external organizations through real-time communication.

Quick Decision-Making
Enable rapid collaboration, allowing professionals to exchange information, make critical decisions, and respond to events quickly.

Crisis Ready
Key stakeholders will be ready to quickly respond in any crisis through instant communication and a direct connection to law enforcement 24/7.

Full Compliance
Drive compliance, including CJIS, FOIA, and HIPAA, with record retention policies so your agencies or personnel can communicate in confidence.

Page 5 of 16 ends

Built-in Security
Ensure the integrity and dependability of every message. Secure sensitive information with end-to-end, military-grade encryption, stored in a government-use-only cloud solution.

Vetted Access
Designed for public safety, Genasys Protect CONNECT features robust access management to prevent critical communications from being intercepted.

Genasys Inc. (NASDAQ: GNSS) is the global leader in Protective Communications solutions, ensuring private organizations and public safety agencies are “Ready when it matters™.” The company provides the Genasys Protect platform, the most comprehensive portfolio of software and hardware solutions for preparedness, response, and communications. Additionally, Genasys Long Range Acoustic Devices (LRAD®) provide directed, audible voice messages with intelligible vocal clarity from close range to 5,500 meters.

Genasys serves state and local governmental agencies and education (SLED), enterprise organizations in critical sectors such as oil and gas, utilities, manufacturing, and automotive, as well as federal governments and the military. Genasys Protective Communications Solutions have diverse applications, including real-time collaboration and emergency notification for public safety, critical event management for enterprise companies, de-escalation for defense and law enforcement, and automated detection of real-time threats like active shooters and severe weather. Today, Genasys protects over 70 million people globally and is used in more than 100 countries, including more than 500 cities, counties, and states in the U.S.

Genasys has thoroughly reviewed and understands all elements of the RFP, including the City’s insurance requirements, related contracts, ordinances, and business licensing obligations. We are fully prepared to comply with these requirements and deliver a solution that enhances the City of Richmond’s safety and operational effectiveness.

We look forward to the opportunity to bring our proven, secure communication platform to the City of Richmond and support its mission to enhance safety and operational effectiveness.

Sincerely,

Philip Prins (Primary Contact)
Senior Account Executive
Genasys, Inc
16262 West Bernardo Drive
San Diego, CA 92127
Phone: 1 (203) 644-3073
Email: [email protected]

Page 6 of 16 ends

B. Software Solution
The vendor solution should meet or exceed the functionality as described in the Project Background Section, proof of software solution (i.e., ability to access a demo site, trial period, etc.). The vendor that best meets the department requirements will be invited for an in-depth demo (remote or in person).

Solution Compliance and Demonstration

Genasys Protect CONNECT fully meets and exceeds the capabilities and specification requirements outlined in the City of Richmond’s Request for Proposal for a Secure Messaging Platform.

RFP Requirements: Genasys Compliance:

The SaaS must be in full compliance with CJIS Security Policy 5.9.5 and should meet the following minimum requirements:

Yes
• Customize retention period that can be configured and audited by authorized department personnel.

Yes
• Ability to run usage and audit reports, including but not limited to user login, screen shot capture, deleted post/messaging, etc.

Yes
• Mass push notification of messages. Yes
• Ability to set up multiple secured groups (i.e., a chat room) for specific authorized users.

Yes
• Notification “toaster” pop up (Windows/Mac based operating system) and in-app notification for mobile devices (if possible) Yes

Genasys Protect CONNECT supports compliance with public records archiving per state law and city code, as well as federal law (FOIA) and HIPAA. CONNECT provides an auditing feature that is legally defensible for litigation holds and e-discovery.

Genasys Protect CONNECT compliance

Genasys CONNECT is the premier secure collaboration tool, offering instant, real-time communication similar to text messaging but with advanced capabilities designed specifically for public safety. It enables seamless, secure intelligence sharing across agencies through chat rooms, ensuring that all personnel are on the same page with real-time updates. Built to enhance operational efficiency, CONNECT eliminates unnecessary radio chatter and endless email chains, providing agencies with a centralized, transparent platform for coordination and response.

Page 7 of 16 ends

Genasys CONNECT cross-agency secure collaboration solution

CONNECT meets all posted requirements for CJIS compliance and has submitted compliance with the FBI/Department of Justice CJIS mandates. It is the most cost-efficient solution for all levels of government, significantly reducing storage costs through long-term, unlimited cloud-based data storage. The platform supports citywide search efficiency, integrating social media, text messages, and web pages into a single, enterprise-wide system. Its built-in auditing service ensures uniformity and consistency in public records searches, streamlining compliance and response times.

CONNECT has a proven track record of reducing the
time required for searching, gathering, sorting, and
responding to public records requests from hours or
days to mere minutes. This efficiency dramatically
lowers operational costs, eliminates the need for
excessive storage, and enhances agency
responsiveness. Furthermore, audit results are securely stored and can be shared electronically, minimizing
printing expenses.

As a cloud-hosted solution, CONNECT requires minimal
installation and does not store data on individual
devices, ensuring security and compliance. Its
advanced tools and smart search functions allow
agencies to locate critical intelligence while mitigating the risk of litigation or fines due to non-compliance with public records requirements.

Page 8 of 16 ends

Specific services within the CONNECT platform that can be demonstrated virtually include:

• Agency-wide messaging: Instantly share information with all employees in half a second. • Team messaging: Group messaging controlled by supervisors and assigned by the agency. • Unlimited ‘Guest’ Access: Agencies can add as many guests as needed at no additional cost. • Direct Messaging: Military-grade encrypted messaging service replacing SMS/text messaging. • Documents/Bulletins/BOLOs: Law enforcement can create and distribute crime bulletins from any device, at any location, and immediately share internally or regionally with other agencies.
• Regional Collaboration: Share information with as many neighboring agencies/employees as needed at no charge. This is the fastest way to enhance cross-agency coordination and reduce crime.
• Incident Command: During crises/emergencies, open all communications to a region as large as needed (radius-based, state-by-state, multi-state, or national collaboration). • Statewide Staging: Free staging platform for all public safety employees to register, train, and stage for any information-sharing or crisis deployments. • Open Connectivity: Locate and connect with other CONNECT users globally (subject to approval by the receiving user).
• Full Auditing by Executives: Audit all communications within 10-15 seconds, providing comprehensive data reports.
• Unlimited Data Sharing: No fees for the volume of data shared within CONNECT. • Unlimited Data Storage: No limits on the amount of data stored in the agency’s cloud account.
• No Cloud Storage Limits or Fees: No hidden fees or additional expenses related to cloud storage.

We welcome the opportunity to provide the City of Richmond with access to a demo site, trial period, or in-depth demonstration (remote or in-person) to showcase CONNECT’s capabilities in meeting and exceeding the city’s Secure Messaging Platform requirements.

Page 9 of 16 ends

C. Requirements
In addition, the proposed solution should include the minimum requirements for the services below:

a. Software solution is operated and managed onshore (no offshore support or development allowed)

Genasys confirms that our software solution operates exclusively within the United States on AWS GovCloud. All services, including support and development, are managed entirely by Genasys employees. This ensures compliance with stringent security, privacy, and regulatory requirements, reinforcing our commitment to providing secure and reliable solutions for public safety and government agencies.

b. Data that is stored in the cloud (Amazon Web Services or Microsoft Azure) stored in a manner that meets or exceeds CJIS requirements.

Genasys ensures that all data stored in the cloud on AWS GovCloud is managed in full compliance with CJIS requirements. Our storage and security protocols meet or exceed all CJIS standards, providing the highest level of protection for sensitive law enforcement data.

Our platform is designed to maintain the integrity, confidentiality, and availability of stored information while adhering to strict regulatory guidelines.

c. Multi-factor authentication.

The Genasys platform features robust access management, including two-factor authentication and detailed access logs, aligning with NIST's access control and auditability guidelines. User authentication is managed through Auth0/Okta, with automatic account lockout after 10 failed login attempts to enhance security.

d. ISO 27001, Fed Ramp or SOX 2 certification preferred (but not required)

Genasys has implemented a rigorous system hardening process in compliance with ISO 27001 standards. Additionally, Genasys undergoes a SOC 2 Type II audit by an independent third- party firm to ensure comprehensive security and customer protection. The underlying AWS infrastructure supporting Genasys meets a wide range of audit and security standards, including SOC 1, SOC 2, PCI-DSS, and the EU-US Privacy Shield framework.

Page 10 of 16 ends

D. Cost Information
Provide a comprehensive fee schedule for all the services the Respondent will provide to the Police Department (i.e., per user cost, site license, etc.). All cost and pricing data, including documents showing indirect costs and direct labor rates should be included in the proposal. Pricing should include any annual price increase. The anticipated duration of this service is 3 years.

Proposers will be paid at the same rates set forth in their cost proposal unless further negotiated in writing and agreed to by the Police Department.

Page 11 of 16 ends

Page 12 of 16 ends

E. Contractor Assignment of Sub-Contract
The resulting contract shall not be assigned, transferred, or sublet, in whole or in part, without the prior written approval of the Police Department. If Offerors 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 Offeror will employ to ensure that any subcontractor complies with the provisions of Offeror’s contract with the Department.

Genasys confirms that all services under the resulting contract will be provided directly by Genasys, and we will not be subcontracting any portion of the work. Furthermore, the resulting contract shall not be assigned, transferred, or sublet, in whole or in part, without the prior written approval of the Police Department.

F. Exceptions to this Request for Proposals
The proposer shall state whether it takes exception(s) to this RFP, including but not limited to the City of Richmond’s Standard Services Agreement – RFP (Attachment 1). If the proposer 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 the City of Richmond’s Standard Services Agreement must be made by requesting deletion of specific words and/or by providing the newly 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.

Genasys exceptions are stated on the following pages.

1. Attachment 1 (City of Richmond Standard Contract, hereafter “Attachment 1”), Exhibit B, Section 3(a).

Revise: revise payment terms from net 45 to net 30 to align with Contractor’s standard payment terms.

2. Attachment 1, Exhibit D, Section 2. Request the addition of the following language at the end of this paragraph to be clear that Contractor is not liable for delays causes solely by the City.

Add: “Notwithstanding the foregoing, Contractor shall not be responsible for delays caused solely by the action or inaction of City or its agents.”

3. Attachment 1, Exhibit D, Section 6. This section implies on-going services and custom development work to be done by Contractor. Deletion of this Section in its entirety to clarify Contractor’s ownership interests in its proprietary software and services.

Page 13 of 16 ends

Revise: Delete and replace with the following: “See Special Conditions, Exhibit E.”

4. Attachment 1, Exhibit D, Section 7. Contractor requests revision of this section to narrowly tailor the scope to align with a Software as a Service offering.

Revise: Delete Section in its entirety and replace with the following:

a. Contractor shall maintain complete and accurate records with respect to the fees charged to the City under this Contract (collectively the “Records”).

b. All Records shall be maintained in accordance with generally accepted accounting principles. To the extent required by applicable law, rule or regulation, once per calendar year, Contractor shall provide 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 related to this Contract for the sole purpose of verifying the accuracy of invoicing under this Contract and/or Contractor’s compliance with its confidentiality and obligations hereunder. All Records examined or obtained in connection with an audit shall constitute Contractor’s proprietary information and may only be used for the purpose described above. Notwithstanding the foregoing, City shall not be entitled to examine any legally privileged or highly sensitive information of Contractor, such as budgeting models and methodologies, information about compensation to employees and contractors, trade secrets, and information belonging to third parties which Contractor is required to keep confidential.

Such Records shall be maintained by Contractor for a period of two (2) years after receipt of final payment.”

5. Attachment 1, Exhibit D, Section 9(a). Pricing is based on a set term of multiple years.

Termination of convenience is not applicable to this subscription offering. Contractor requests removal of this section in its entirety.

6. Attachment 1, Exhibit D, Section 9(b). This should be a mutual termination right. If the City is in breach, Contractor should be afforded the same right to terminate and both parties should have a reasonable opportunity to cure. Contractor requests revision of this section in its entirety.

Revise: “Either party will have the right to terminate this Contract for default at any time, upon written notice, in the event of any material breach of this Contract by the other party, subject to thirty (30) days prior written notice and opportunity to cure such breach. Contractor shall be compensated as provided in Exhibit B for all amounts due and owing up to the date of termination. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.”

7. Attachment 1, Exhibit D Section 11. The indemnity proposed by the City is too broad for a SaaS offering with no on-site services. Contractor requests that the parties start negotiations with Contractor’s standard language referenced in Exhibit E.

Revise: Delete and replace with the following: “See Special Conditions, Exhibit E.”

Page 14 of 16 ends

8. Attachment 1, Exhibit D Section 12. Contractor requests revision of this section to add language to state that approval of any assignment under this Contract will not unreasonably withheld.

Revise: Add the following qualifier to the end of the last sentence in 12(a) and the first sentence of 12(b): “which will not unreasonably withheld.”

9. Attachment 1, Exhibit D Section 17. Given that Contractor is providing access to its proprietary software and incorporating terms regarding the use thereof into the Contract, all provisions should hold equal weight regardless of the drafting party. Accordingly, Contractor requests deletion of the last sentence of this paragraph in its entirety.

10. Attachment 1, Exhibit D Section 22. This section implies the delivery of tangible goods, not an off the shelf Software as a Service product. Contractor requests deletion of this Section in its entirety to clarify Contractor’s ownership interests in its proprietary software and services. The Contractor requests the City review the standard warranties provided to all similarly situated customers as is detailed in Exhibit E.

Revise: Delete and replace with the following: “See Special Conditions, Exhibit E.”

11. Attachment 1, Exhibit D Section 25. Contractor requests the waiver provision be mutual.

Revise: “The waiver by a party 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 a party from its obligation to fulfill this Contract as prescribed; nor shall a party 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.”

12. Attachment 1, Exhibit E. The following shall be added to Exhibit E. “Contractor’s Master Subscription Agreement located at: is hereby incorporated herein by reference into this Agreement. https://genasys.com/saas-services-agreement/”

13. Attachment 1, Exhibit F, Section 1. Contractor requests removal of the statement listed in Section 1 and any reference thereto. Per its insurance policies, Contractor can agree to the following contractual statement, but cannot agree to have such language on its certificates.

Revise: Remove any reference to statements on the certificate and replace with the following sentence to be included in the Contract only: “Acting in good faith, Contractor shall endeavor to provide thirty (30) days’ advance written notice to the City of Richmond, Attention: Risk Manager should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof.”

14. Attachment 1, Exhibit F, Section 1. Per Contractor’s carrier, endorsements must are not able to revised and must “speak for themselves,” therefore, Contractor cannot add any parties to its endorsements, only to the certificate of insurance. Contractor requests removals of the last sentence of this Section.

Page 15 of 16 ends

G. Statement of Impartiality and Disclosure
This proposal shall include a statement declaring that the proposer’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, the 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.

To Genasys’ knowledge, each of Genasys and of its 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

H. Sanctuary City Contracting and Investment Ordinance 12- 18NS_2018
The City of Richmond’s Sanctuary Contracting Ordinance certification requires the City to refrain from doing business with vendors who provide Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). If the Department decides to award the bid to a vendor that is unable to comply with this ordinance, the Department may ask the City Council for an exemption

Genasys confirms that we fully comply with the ordinance and do not provide Data Broker or Extreme Vetting services to U.S. Immigration and Customs Enforcement (ICE)

Page 16 of 16 ends

I. Genasys, Inc. W-9

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.). I nvoices 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 co ntracts 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’ssatisfaction. The City shall not pay late fees or interest.
b. All appropriate permits, certificat es, 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.

PENDING
Genasys, Inc.

Donald Patchin
Donald Patchin
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 approv als 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:
$WWQ

Email: ________________________________________________

PENDING
Genasys, Inc.

Donald Patchin
[email protected]
Genasys, Inc.
16262 West Bernardo Drive
San Diego, CA 92127
[email protected]
Philip Prins
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 t he services as an independent contractor.

The manner and means of conducting the serv ices and tasks are under the control of Contractor except to the extent they are li mited by statute, rule or regulation and the express terms of this Contract. No civil servic e 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 limit ed 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 com pensation 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,

PENDING
Genasys, Inc.

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. Contracto r 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 pr oduct, 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.

PENDING
Genasys, Inc.

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. Notwith standing 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. Shou ld 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

PENDING
Genasys, Inc.

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 la w, 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, succe ssors, 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

PENDING
Genasys, Inc.

Contract No: ________ For the Contract between the City of Richmond and
_____________________________
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 othe r 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 pe rformed 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

PENDING
Genasys, Inc.

Contract No: ________ For the Contract between the City of Richmond and
_____________________________
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 s hall 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, Contra ctor 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.

PENDING
Genasys, Inc.

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

PENDING
Genasys, Inc.

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

PENDING
Genasys, Inc.

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

PENDING
Genasys, Inc.

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

EXHIBIT E

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

PENDING
Genasys, Inc.

NONE.

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 requirementsdepend 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

PENDING
Genasys, Inc.

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.
ϯ͘ 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.
ϰ͘ 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)

PENDING
Genasys, Inc.

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:

PENDING
Genasys, Inc.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks

Type 1 – Page 1 of 4

Revised: June 2023

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
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks

Type 1 – Page 2 of 4

Revised: June 2023

Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).

If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum
required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

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 shal l 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 min
imums 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 ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks

Type 1 – Page 3 of 4

Revised: June 2023
the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for
Workers Compensation 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
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks

Type 1 – Page 4 of 4

Revised: June 2023
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation

CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.

Reporting Requirements

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.

Richmond City CouncilAugust 19, 2025

Richmond City Council
August 19, 2025