Agenda — Richmond City Council, May 19, 2026 (part 1 of 8)

PLEASE NOTE: HYBRID MEETING FORMAT

- SPECIAL OPEN SESSION OF THE CITY COUNCIL
- REGULAR MEETING OF THE RICHMOND CITY COUNCIL

Tuesday, May 19, 2026, 5:00 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, Councilmember District 2
Doria Robinson, Vice Mayor, District 3
Soheila Bana, Councilmember District 4
Sue Wilson, Councilmember District 5
Claudia Jimenez, Councilmember District 6
Councilmember Cesar Zepeda will be joining the meeting via Zoom from the following location:

Swissotel Chicago
323 East Wacker Drive
Chicago, IL 60601
NOTICE: MASKS ARE STRONGLY ENCOURAGED!!
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HOW TO WATCH THE MEETING FROM HOME:

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

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

In Person: Anyone who desires to address the City Council during 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. Online speakers: must raise their hand when instructed by the clerk. Once the City Clerk has announced the item and given a count of the number of total speakers, no person shall be permitted to speak on the item other than those persons who have submitted their names to the City Clerk or those that have their hand raised.

The amount of time allotted to individual speakers shall be determined based on the total number of persons requesting to speak during this item. The time allocation for each speaker will be as follows: 15 or fewer speakers, a maximum of 2 minutes; 16 to 24 speakers, a maximum of 1 and one-half minutes; and 25 or more speakers, a maximum of 1 minute.

NON-PUBLIC HEARING ITEMS LISTED ON THE AGENDA: Each speaker will be allowed up to TWO minutes to address the Council. PUBLIC HEARING ITEMS: Speakers are allowed up to THREE (3) minutes to address the Council.

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 (when appropriate). Only those public speakers that have their hand raised at the appropriate time 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. ** 5-19-26 CC MTG.
2 To comment by phone: you will be prompted to “Raise Your Hand” by pressing “*9” to request to speak when Public Comment is asked for. When called upon, you will be asked to unmuted by pressing *6. After the allotted time, you will then be re-muted. Instructions of how to raise your hand by phone are available at:
https://support.zoom.us/hc/en-us/articles/201362663 -Joining-a-meeting-by-phone. ** **The mayor will announce the agenda item number and open public comment when appropriate.

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

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

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

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

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

Procedures for Removing Items from the Consent Calendar: Members of the public who request to remove an item from the consent calendar must first discuss the item with a staff member by phone or a back-andforth email discussion, and state the name of the staff member when requesting removal of the item from the consent calendar (by 2 p.m. the day of the meeting). The procedures for discussion do not apply to items sponsored by the mayor or councilmembers.

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, 5-19-26 CC MTG.
3 however, must comply with state law, as well as the City’s laws and procedures and may not actually disrupt the orderly conduct of these meetings. The public, for example, may not shout or use amplifying devices, must submit comment cards and speak during their allotted time, may not create a physical disturbance, may not speak on matters unrelated to issues within the jurisdiction of the City Council or the agenda item at hand, and may not cause immediate threats to public safety.

Click here for City Harassment Policy

Accessibility for Individuals with Disabilities: Upon request, the City will provide for written agenda materials in appropriate alternative formats, or disability-related modification or accommodation, including auxiliary aids or services and sign language interpreters, to enable individuals with disabilities to participate in and 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
5-19-26 CC MTG.
4 A. SPECIAL OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED

SESSION
5:00 p.m.

B. ROLL CALL
C. CLOSED SESSION
C.1 CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
Agency Representatives: Sharrone Taylor, Jack Hughes, and Lisa Charbonneau
•
Employee organizations:

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

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

3. Richmond Police Officers Association RPOA

4. Richmond Police Management Association RPMA

5. IAFF Local 188

6. Richmond Fire Management Association RFMA
C.2 LIABILITY CLAIMS (Government Code Section 54956.9)
Claimant: Todd Kaiser
Agency Against: City of Richmond
•
D. PUBLIC COMMENT BEFORE CLOSED SESSION (limited to items on the Closed Session agenda only)
E. ADJOURN TO CLOSED SESSION
________________________________________________________ 5-19-26 CC MTG.
5 F. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
6:00 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) 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 Attorney's Office
N.1.a Legal Services Agreement No. 4 with Nevers, Palazzo, Packard, Wildermuth & Wynner, PC
16 APPROVE a fourth amendment to the legal services agreement with Nevers, Palazzo, Packard, Wildermuth & Wynner, PC, for legal representation related to the Winehaven Legacy litigation and related matters, to increase compensation by $75,000 for a total contract amount not to exceed $450,000, extend the term through December 31, 2027, and APPROPRIATE $75,000 from the General Fund to cover associated legal fees. – City Attorney’s Office (Kimberly Chin 510-620-6709/Shannon Moore 510-620-6505).

N.1.b Legal Services Agreement with Ellis Investigations for Confidential Personnel Investigations
52 APPROVE a legal services agreement with Ellis Investigations to conduct confidential personnel investigations for a term of July 1, 2026, through June 30, 2029, for a total amount not to exceed $150,000 – City Attorney’s Office/Human Resources Department (Shannon Moore/Nickie Mastay/Sharrone Taylor 510-620-6509). 5-19-26 CC MTG.
6 N.1.c Contract with Thomson Reuters Enterprise for Legal Research Subscription Services
72 APPROVE a contract with Thomson Reuters for legal research subscription services for Westlaw and CoCounsel Legal in an amount not to exceed $110,000 for the term of July 1, 2026, through June 30, 2029, subject to non-substantive revisions approved by the City Attorney’s Office; and AUTHORIZE the city manager or their designee to execute the contract – City Attorney’s Office (Christopher Dykzeul 510-620-6507/Shannon Moore 510-620-6509).

N.2 City Clerk's Office
N.2.a Meeting Minutes 146
APPROVE the minutes of the March 24, 2026, and April 21, 2026, regular City Council meetings - City Clerk's Office (Pamela Christian 510-620-6513).

N.3 City Council
N.3.a Waiver of Auditorium Fees, Staffing Costs, and Other Associated Costs to Support the West Contra Costa Unified School District Latino/x Graduation at the Richmond Memorial Auditorium and Convention Center
165
REQUEST the city manager issue fee waivers to West Contra Costa Unified School District for the use of the Richmond Memorial Auditorium in 2026 for the Latino/x Graduation Ceremony or Ceremonies, and AUTHORIZE the city manager or their designee to expend City resources to support the graduation, which may include overtime from Police, Fire, Public Works, Community Services, and other departments as required - Councilmember Claudia Jimenez (510-620-6565).

N.4 Community Development
N.4.a On-Call Contracts with Nastich Law and Robert M. Snider, Attorney at Law for Administrative Hearing Officer Services
172
ADOPT a resolution authorizing on-call contracts with Nastich Law and Robert M. Snider, Attorney at Law, to provide Administrative Hearing Officer services, for an amount not to exceed $300,000 per firm, for a three-year term - Community Development Department (Lina Velasco/ Eva Mann 510-621-1283).
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7 N.4.b Contract with Makanai, LLC for Budget and Reporting Support for Housing Programs
295
APPROVE an on-call contract with Makanai, LLC to provide budget and reporting support related to past housing programs in an amount not to exceed $50,000, for a three-year term with a term expiration of June 30, 2029, with one one-year extension option – Community Development Department (Lina Velasco/Jesus Morales 510-620- 6706).

N.5 Community Services
N.5.a Grant Award from Chevron Community Engagement Foundation 337 ADOPT a resolution to ACCEPT and APPROPRIATE a $35,000
grant award from the Chevron Community Engagement Foundation for the Office of Neighborhood Safety (ONS) to Enhance Street Outreach/Mobile Crises Response – Community Services
Department (LaShonda White/Sam Vaughn 510-620-5404).

N.6 Economic Development
N.6.a Downtown Richmond Property and Business Improvement District Fiscal Year 2026–2027 Assessment Levy
343
ADOPT a resolution authorizing the City of Richmond to levy assessments on property owners subject to the Downtown Richmond Property and Business Improvement District through the County of Contra Costa property tax rolls for Fiscal Year 2026–2027 – Economic Development Department (Jesson de Leon 510-412- 2023/Antonio Banuelos 510-620-6741/Junne Garcia 510-620- 6524/Nannette Beacham 510-620-1306).

N.6.b Contract Amendment with Renaissance Entrepreneurship Center for Small Business Beautification Pilot Program
524
APPROVE the first amendment to the contract with Renaissance Entrepreneurship Center to increase the total contract amount by $60,000 for a revised amount not to exceed $400,000, extend the term through June 30, 2027, and support payment administration for eligible businesses participating in the Small Business Beautification Facade Improvement Program - Economic Development Department (Jesson de Leon 510-412-2023/Junne Garcia 510-620-
6524/Nannette Beacham 510-620-1306).

N.7 Finance Department
N.7.a Approval of Write-Off of Uncollectible Accounts Receivables 560 ADOPT a resolution authorizing the write-off of delinquent and/or uncollectible accounts receivable in the amount of $535,499.12 – Finance Department (Emily Combs/Mubeen Qader/Antonio Banuelos 510-620-6741).
5-19-26 CC MTG.
8 N.7.b Setting Tax Rate for the Pension Tax Override Fund for Fiscal Year 2026-27
570
INTRODUCE an ordinance (first reading) setting the tax rate for the Tax Override Pension Fund for Fiscal Year 2026-2027 at 0.14 percent – Finance Department (Emily Combs/Mubeen Qader/ Antonio Banuelos 510-620-6741).

N.7.c Donation Acceptance Policy 574
ADOPT a resolution approving the City of Richmond Donation Acceptance Policy – Finance Department (Emily Combs/Jerry Chak 510-620-6569).

N.8 Fire Department
N.8.a Designating Officials Authorized to Execute and Submit Application for Federal and State Financial Disaster Assistance
588
ADOPT a resolution designating officials that are authorized to execute and submit applications to the State of California Governor’s Office of Emergency Services for state financial assistance under the California Disaster Assistance Act and the federal Robert T. Stafford Disaster Relief and Emergency Assistance Act – Fire Department (Shasa Curl 510-620-6512/Emily Combs 510-620-6740/Chief Aaron Osorio 510-307-8021).

N.8.b Interagency Agreement Amendment with Contra Costa County Health Services for Emergency Medical Services Program
602
ADOPT a resolution to: (1) APPROVE and AUTHORIZE the city manager, or designee to execute an amendment to the agreement with Contra Costa County Health Services for Emergency Medical Services Program, extending the term of the current interagency agreement through June 30, 2027; and (2) ACCEPT and
APPROPRIATE funds in an amount not to exceed an additional $229,462 in Measure H funding from the Contra Costa County Health Services, bringing the total contract payment limit to $458,924 – Fire Department (Chief Aaron Osorio 510-307-8021/Deputy Chief Rico Rincon 510-307-8041).

N.8.c Wildfire Preparedness Ad Hoc Committee Recommendations 634 RECEIVE a written presentation from the Wildfire Preparedness Ad Hoc Committee; PROVIDE DIRECTION to staff on the City Council’s preferred recommendation to improve the City’s wildfire preparedness and mitigation efforts during the budget checklist on proposed appropriations; and ACKNOWLEDGE the disbanding of the Wildfire Preparedness Ad Hoc Committee – Wildfire Preparedness Ad Hoc Committee (Chief Aaron Osorio 510-307-8021).
5-19-26 CC MTG.
9 N.9 Human Resources
N.9.a Annual Compensation Adjustment for the City Clerk 652 APPROVE a five percent (5%) salary adjustment for the city clerk effective March 2, 2026, in accordance with the IFPTE Local 21 Executive Management Memorandum of Understanding Section 6.4D – Human Resources Department (Nickie Mastay/Sharrone Taylor 510-620-6602).

N.10 Internal Services
N.10.a Ad-Hoc Committee to Amend City Council Rules of Procedure and Order
654
REQUEST that Mayor Eduardo Martinez appoint a City Council ad hoc committee to work with the city clerk, city attorney, and city manager to develop proposed amendments to the City Council Rules of Procedure and Order and other operational refinements to improve efficiency, for consideration by the full City Council within 60 days of the committee’s appointment - City Clerk’s Office/City Attorney’s Office/City Manager’s Office (Pamela Christian 510-620- 6513/Shannon Moore 510-620-6509/Shasa Curl 510-620-6512).

N.11 Mayor's Office
N.11.a Appointment of Darcy A. Wheeler to the Richmond Fund for Children and Youth Oversight Board
656
APPOINT Darcy A. Wheeler to the Richmond Fund for Children and Youth Oversight Board to a vacant seat with a term ending December 2, 2027 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

N.11.b Appointment of Aleena Ornelas to the Richmond Youth Council 665 APPOINT Aleena Ornelas to the Richmond Youth Council to fill a vacated seat, for a term ending December 31, 2027 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

N.11.c Appointment of Cameron Smith to the Design Review Board 668 APPOINT Cameron Smith to the Design Review Board to a vacant seat with a new term ending March 17, 2028 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

N.11.d Reappointment of Samantha Torres to the Recreation and Parks Commission
671
REAPPOINT Samantha Torres to the Recreation and Park
Commission to a vacant seat with a new term ending October 26, 2029 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503). 5-19-26 CC MTG.
10 N.11.e Expansion of the Macdonald Avenue Corridor Task Force Membership
674
APPROVE the addition of four (4) new stakeholder positions to the Macdonald Avenue Corridor Task Force which will be filled through the standard boards and commissions process—Mayor’s Office (Eduardo Martinez (510-620-6502).

N.11.f Recognizing National Public Works Week May 17-23, 2026 676 PROCLAMATION recognizing National Public Works Week May 17- 23, 2026, acknowledging the work of public works staff and their ongoing commitment to maintaining and improving the City’s critical infrastructure and public services – Mayor Eduardo Martinez (510- 620-6503).

N.12 Police Department
N.12.a Contract with Verizon Connect for Police Vehicle GPS Service 679 APPROVE a contract with Verizon Connect for monthly GPS tracking and management in an amount not to exceed $150,000 over a threeyear term from July 1, 2026, to June 30, 2029, plus two one-year extension options not to exceed $50,000 per year – Police Department (Chief Timothy Simmons 510-621-1802).

N.12.b Contract with Richmond Rod and Gun Club for Shooting Range Facility Rental
708
APPROVE a three-year sole-source contract with Richmond Rod and Gun Club for shooting range facility rentals in an amount not to exceed $25,000 annually, for a total not to exceed $75,000, for the term July 1, 2026, through June 30, 2029, with two one-year extension options at $25,000 per year – Police Department (Chief Timothy Simmons 510-621-1802).

N.12.c Agreement with Contra Costa County Animal Services Department for Ongoing Animal Control Services
733
APPROVE and AUTHORIZE a contract with Contra Costa County Animal Services Department in an amount not to exceed $7,200,000 for the continuation of Animal Control Services for Fiscal Year 2026–2027, with an additional three-year term for Fiscal Years 2027–2028, 2028–2029, and 2029–2030, for a total contract term of July 1, 2022, through June 30, 2030 – Police Department (Chief Timothy Simmons 510-621-1802). This item was continued from the May 5, 2026, meeting.
5-19-26 CC MTG.
11 N.13 Public Works
N.13.a Acceptance of the Lincoln Elementary School Safe Routes to School Improvement Project
758
ADOPT a resolution to ACCEPT the Lincoln Elementary School Safe Routes to School Improvement Project as complete; AUTHORIZE the city clerk to ratify the previously recorded Notice of Completion; and AUTHORIZE the city engineer to execute and release applicable bonds and retention – Public Works Department (Hillal Hamdan 621- 1612/Daniel Chavarria 620-5478).

N.13.b Complete Streets Improvement Elements Project Funding Allocation Plan
765
APPROVE the Complete Streets Improvements (Pavement
Management, Streetscape Improvements, etc.) funding allocation plan – Public Works Department (Josef Munoz 510-620-6671/Daniel Chavarria 510-620-5478).

N.13.c Fiscal Year 2026–27 Senate Bill 1 Road Maintenance and Rehabilitation Fund Project List
789
ADOPT a resolution approving the Fiscal Year 2026–27 Senate Bill (SB) 1 Road Maintenance and Rehabilitation Account (RMRA) project list and APPROPRIATE $3,251,983 in RMRA funds to SB 1 Fund 1019 - Public Works Department (Hillal Hamdan 510-621- 1612/Robert Armijo 510-620-5477).

N.13.d Appropriate Funds for the Santa Fe Avenue Slope Stabilization Project
800
ADOPT a resolution to RATIFY the transfer of $72,623.62 from the Santa Rita Road Stabilization Project; APPROPRIATE $205,502.81 from the Quick-Build project funded through California’s Active Transportation Program for Cutting/Hoffman Project to fund design and geotechnical services; and APPROPRIATE $1,000,000 from the Insurance Reserve Fund to the General Capital Fund in the Fiscal Year 2026–27 budget for construction of the Santa Fe Avenue Slope Stabilization Project - Public Works Department (Hillal Hamdan 510- 621-1612/Daniel Chavarria 510-620-5478).
5-19-26 CC MTG.
12 N.13.e Contract Amendment No. 3 with Charleston Mobility for Electric Bikeshare Operations
810
APPROVE a third contract amendment with Charleston Mobility in an amount not to exceed $390,000 for a total not-to-exceed contract amount of $3,540,341, to support the continued operation of the citywide electric bikeshare program till the end of the fiscal year to allow time to determine the future of the program during the Fiscal Year 2026-27 budget process; and APPROPRIATE $390,000 from the Environmental and Community Investment Agreement (ECIA) Transportation budget to cover the cost of the contract amendment – Public Works Department/Community Services Department (Gabino Arredondo 510-620-6606/LaShonda White 510-620-6828). This item was continued from the April 28, 2026, and May 5, 2026, meeting.

N.13.f Introduce Ordinance Amending Sidewalk Vendor Regulations (RMC Chapter 7.42)
878
INTRODUCE an ordinance (first reading) amending Chapter 7.42 of the Richmond Municipal Code (Sidewalk Vendor Ordinance) to update administrative procedures, waiver provisions, and enforcement mechanisms - Public Works Department (Andy Cho 620-6547/Robert Armijo 620-5477). This item was continued from the April 28, 2026, and May 5, 2026, meeting.

O. BUDGET SESSION
O.1 Fiscal Year 2026-27 Draft Budget Department Presentations and Budget Updates
904
RECEIVE an update on departmental presentations from Community Services, Economic Development, and Fire Departments as part of the continued review of the draft Fiscal Year (FY) 2026-27 Annual Operating Budget and FY 2026-31 FiveYear Capital Improvement Plan, with discussions upon completion of all departmental presentations; and RECEIVE updated financial and operational considerations – City Manager’s Office/Finance Department (Shasa Curl/Emily Combs/Mubeen Qader 510-412-2077).
5-19-26 CC MTG.
13 P. PUBLIC HEARINGS
P.1 General Plan and Zoning Text Amendments Related to 6th Cycle Housing Element Program Implementation
1089
HOLD a public hearing; INTRODUCE (first reading) an ordinance, as recommended by Richmond’s Planning Commission, amending Articles

15.04.104, 15.04.201, 15.04.202, 15.04.203, 15.04.602, 15.04.607; Sections

15.04.610.180, 15.04.610.360, 15.04.805.040 and 15.04.806.040 of the Richmond Municipal Code (RMC); and ADOPT a resolution, as recommended by Richmond’s Planning Commission, amending the General Plan 2030 Land Use and Urban Design Element, to implement certain programs identified in the City’s adopted 6th Cycle Housing Element to align with recent changes to State Law - Community Development Department (Lina Velasco/Avery Stark 510- 620-6714).

P.2 Levy of Special Assessments for Unpaid Administrative Citation and Nuisance Abatement Costs
1453
HOLD a public hearing; and ADOPT a resolution authorizing the levy of special assessments against certain properties with unpaid invoices related to administrative citation fees, and nuisance abatement costs pursuant to Richmond Municipal Code Chapters 2.62, 6.38, 9.22, and 11.76 – Community Development Department/Code Enforcement Division (Lina Velasco/Eva Mann 510-621-1279).

P.3 Master Fee Schedule Update 1477
HOLD a public hearing; and INTRODUCE an ordinance (first reading) establishing certain fees for the proposed Master Fee Schedule – Finance Department (Emily Combs/Mubeen Qader/Antonio Banuelos 510-620-6741).

P.4 Annual Public Hearing on Vacancies 1587
HOLD a public hearing and RECEIVE a presentation on the status of vacancies and the City’s recruitment and retention efforts in 2025 – Human Resources (Nickie Mastay/Sharrone Taylor 510-620-6803).
5-19-26 CC MTG.
14 Q. NEW BUSINESS
Q.1 Opposition to Proposed CO2 Waste Dumping Projects & CO2 Pipelines in Richmond, Contra Costa, and Solano Counties
1616
RECEIVE a presentation on proposed Montezuma CO2 Hub, a carbon waste dumping project, that would require a massive build out of pipelines through Richmond, risking the health and safety of Richmond residents and ADOPT a resolution that opposes the proposed Montezuma Carbon Sequestration Hub's CO2 pipeline waste dumping projects and CO2 pipelines in Richmond, Contra Costa, and Solano Counties - Councilmember Claudia Jimenez (510-620- 6565). This item was continued from the April 28, 2026, and May 5, 2026, meeting. THE PRESENTATION FOR THIS ITEM WAS RECEIVED ON MAY 5, 2026. THIS ITEM IS FOR PUBLIC COMMENT AND COUNCIL
DELIBERATION ONLY.

Q.2 Presentation from Richmond Promise: Helping to build a stronger Richmond by deeply supporting Richmond students to access and successfully complete post-secondary education (not only 4 year college)
1632
RECEIVE a presentation from Richmond Promise on the organization’s current scope of services, how it supports youth before, during, and after postsecondary education, and the impact it has achieved to date and to highlight the program’s current needs as it continues to serve Richmond students; and DIRECT staff to explore funding to support scholarships for Richmond youth - Vice Mayor Doria Robinson (510-620-6568).

R. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)(limited to two minutes per Councilmember) S. ADJOURNMENT
________________________
5-19-26 CC MTG.
15

Page 1 of 2 ends

May 19, 2026
City Attorney's Office
DATE: May 19, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Shannon Moore, Interim City Attorney
Kimberly Chin, Senior Assistant City Attorney
Subject: Legal Services Agreement No. 4 with Nevers, Palazzo, Packard, Wildermuth & Wynner, PC
FINANCIAL IMPACT: The proposed amendment increases the contract compensation by $75,000. Funding is included within the approved fiscal year (FY) 2025–2026 City Attorney’s
Office budget (Account String: 01151014-400206). The
total expended to Aleshire & Wynder from FY 2021-2022
to date is $5,266,331.94.

The above expenditures for Aleshire & Wynder had
included in their FY 2024-2025 contract to pay for legal services from Nevers, Palazzo, Packard, Wildermuth &
Wynner (attorney Dennis La, contract not to exceed
$375,000) and Fox, Bertrand, Elliot, Osman & Wenzel
(attorney John Salcedo, contract not to exceed
$300,000). The Aleshire & Wynder current contract does
not include any further reimbursements for services
rendered by Nevers, Palazzo, Packard, Wildermuth &
Wynner.

The approval of this item also includes an appropriation of $75,000 from the General Fund.

PREVIOUS COUNCIL
ACTION:

October 17, 2023
December 17, 2024
AGENDA
REPORT
16

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May 19, 2026

STATEMENT OF THE
ISSUE:

Winehaven Legacy LLC v. City of Richmond is currently
in the appeals phase of litigation. To continue receiving appropriate representation defending the City in
Winehaven and other related matters, the City Attorney
requires approval of a fourth amendment to the legal
services agreement with Nevers, Palazzo, Packard,
Wildermuth & Wynner, PC.

RECOMMENDED ACTION APPROVE a fourth amendment to the legal services agreement with Nevers, Palazzo, Packard, Wildermuth &
Wynner, PC, for legal representation related to the
Winehaven Legacy litigation and related matters, to
increase compensation by $75,000 for a total contract
amount not to exceed $450,000, extend the term through
December 31, 2027, and APPROPRIATE $75,000 from
the General Fund to cover associated legal fees. – City Attorney’s Office (Kimberly Chin 510-620-6709/Shannon
Moore 510-620-6505).

DISCUSSION:

Nevers, Palazzo, Packard, Wildermuth & Wynner, PC (Nevers Palazzo) currently provides co-defense counsel services defending the City in the ongoing matter of Winehaven Legacy LLC v. City of Richmond (Winehaven Legacy), as well as other matters, filed by attorney Daniel Butt. Dennis D. La was a partner with Aleshire & Wynder (A&W) and served as the lead attorney defending the City in the Winehaven Legacy matter prior to joining Nevers Palazzo. Mr. La’s expertise and vast knowledge of the subject matter is necessary to continue to represent the City in the Winehaven Legacy matter and related matters, which is currently in the Appeals phase of litigation.

Rates for Nevers Palazzo are as follows: Partner - $350 per hour, Associate - $285 per hour.

The City Attorney’s Office requests approval of the fourth amendment to the legal services agreement with Nevers, Palazzo, Packard, Wildermuth & Wynner, PC, increasing the compensation limit by $75,000 for an amount not to exceed $450,000 and term ending December 31, 2027.

DOCUMENTS ATTACHED:

Attachment 1 – 4
th Amendment to LSA (proposed)
Attachment 2 – 3
rd Amendment to LSA
Attachment 3 – 2
nd Amendment to LSA
Attachment 4– 1
st Amendment to LSA
Attachment 5 -- Original LSA with Nevers, Palazzo, Packard, Wildermuth & Wynner, PC 17 Nevers Palazzo--Fourth Amendment to LSA
A-1

FOURTH AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

NEVERS, PALAZZO, PACKARD, WILDERMUTH & WYNNER, PC
This Fourth Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and NEVERS, PALAZZO, PACKARD, WILDERMUTH & WYNNER, PC (“Special Counsel”) (the "Fourth Amendment") is entered into as of May 19, 2026, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and Cityrelated entities on October 1, 2023 for an amount not to exceed $175,000 and term ending June 30, 2025; and
WHEREAS, the City and Special Counsel entered into the First Amendment to the Original Agreement on November 19, 2024 to increase the compensation by $200,000; and
WHEREAS, the City and Special Counsel entered into a Second Amendment of the Original Agreement on May 16, 2025 to extend the term to December 31, 2025; and WHEREAS, the City and Special Counsel entered into a Third Amendment of the Original Agreement on October 16, 2025 to extend the term to December 31, 2027; and WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation by $75,000; and WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this Fourth Amendment.

NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:

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

2. Effect of Fourth Amendment. Except as provided in this Fourth Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this Fourth Amendment increases the compensation limit by $75,000; 18 Nevers Palazzo--Fourth Amendment to LSA
A-2

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

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

CITY OF RICHMOND NEVERS, PALAZZO, PACKARD,

WILDERMUTH & WYNNER, PC
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
19 Nevers Palazzo--Fourth Amendment to LSA
A-3
Attachment 1

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

Special Counsel shall associate as co-defense counsel with Aleshire & Wynder, LLP firm to defend the City on the lawsuit captioned Winehaven Legacy LLC v. City of Richmond, et al., and other related matters.

Special Counsel’s point(s) of contact in the City of Richmond City Attorney’s office is/are:

Shannon L. Moore, Interim City Attorney
Kimberly Chin, Senior Assistant City Attorney
Schedule of Fees & Charges:

Hourly Rates
PARTNER(S) $350/hour
ASSOCIATE(S) $285/hour
Compensation:

Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements", shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed FOUR HUNDRED FIFTY THOUSAND DOLLARS ($450,000) for attorneys’ fees and reimbursements. 20 Nevers Palazzo--Third Amendment to LSA
DocID #55700v1
A-1

THIRD AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

NEVERS, PALAZZO, PACKARD, WILDERMUTH & WYNNER, PC
This Third Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and NEVERS, PALAZZO, PACKARD, WILDERMUTH & WYNNER, PC (“Special Counsel”) (the "Third Amendment") is entered into as of October 16, 2025, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) on October 1, 2023, for representation of the City and City-related entities for an amount not to exceed $175,000 and term ending June 30, 2025; and
WHEREAS, the City and Special Counsel entered into the First Amendment to the Original Agreement to increase the compensation by $200,000 on November 19, 2024; and
WHEREAS, the City and Special Counsel entered into a Second Amendment of the Original Agreement on May 16, 2025, to extend the term to December 31, 2025; and WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to extend the term to December 31, 2027; and WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this Third Amendment.

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

2. Effect of Third Amendment. Except as provided in this Third Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this Third Amendment extends the term to December 31, 2027.

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

Docusign Envelope ID: 736A2A3B-A891-452A-BE49-EF577C53E875 Docusign Envelope ID: 22AF6BB4-ACAE-4C25-9632-56BE83A55A1E 21 Nevers Palazzo--Third Amendment to LSA
DocID #55700v1
A-2
IN WITNESS WHEREOF, the City and Special Counsel have caused this Third Amendment to be effective as of the last date written above.

CITY OF RICHMOND NEVERS, PALAZZO, PACKARD,

WILDERMUTH & WYNNER, PC
________________________ By __________________________
City Manager
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
Docusign Envelope ID: 736A2A3B-A891-452A-BE49-EF577C53E875 Shareholder and Secretary
Docusign Envelope ID: 22AF6BB4-ACAE-4C25-9632-56BE83A55A1E 22 Nevers Palazzo--Third Amendment to LSA
DocID #55700v1
A-3
Attachment 1

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

Special Counsel’s point(s) of contact in the City of Richmond City Attorney’s office is/are:

Shannon L. Moore, Chief Assistant City Attorney
Schedule of Fees & Charges:

Hourly Rates
PARTNER(S) $350/hour
ASSOCIATE(S) $285/hour
Compensation:

Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements", shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed THREE HUNDRED SEVENTY-FIVE THOUSAND Dollars ($375,000) for attorneys’ fees and reimbursements.

Docusign Envelope ID: 736A2A3B-A891-452A-BE49-EF577C53E875 Docusign Envelope ID: 22AF6BB4-ACAE-4C25-9632-56BE83A55A1E 23 Nevers Palazzo.Second Amendment to LSA
DocID #44180v2
A-1

SECOND AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

NEVERS, PALAZZO, PACKARD, WILDERMUTH & WYNNER, PC
This Second Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and NEVERS, PALAZZO, PACKARD, WILDERMUTH & WYNNER, PC (“Special Counsel”) (the "Second Amendment") is entered into as of May 16, 2025, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities on October 1, 2023 for an amount not to exceed $175,000 with term ending June 30, 2025; and
WHEREAS, the City and Special Counsel entered into the First Amendment to the Original Agreement to increase the compensation by $200,000, on November 19, 2024; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to extend the term to December 31, 2025; and WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this Second Amendment.

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

2. Effect of Second Amendment. Except as provided in this Second Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this Second Amendment extends the term to December 31, 2025.

3. Counterparts. This Second Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.
[Signatures on following page]
Docusign Envelope ID: 131E7C26-554D-4C91-A6EB-7C609E3FA728 Docusign Envelope ID: 38D9C5D8-A8E6-41FD-AFC9-A3BF0641EA6E 24 Nevers Palazzo.Second Amendment to LSA
DocID #44180v2
A-2
IN WITNESS WHEREOF, the City and Special Counsel have caused this Second Amendment to be effective as of the last date written above.

CITY OF RICHMOND NEVERS, PALAZZO, PACKARD,

WILDERMUTH & WYNNER, PC
________________________ By __________________________
City Manager
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
Docusign Envelope ID: 131E7C26-554D-4C91-A6EB-7C609E3FA728 Secretary and Vice President
Docusign Envelope ID: 38D9C5D8-A8E6-41FD-AFC9-A3BF0641EA6E 25 Nevers Palazzo.Second Amendment to LSA
DocID #44180v2
A-3
Attachment 1

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

Special Counsel’s point(s) of contact in the City of Richmond City Attorney’s office is/are:

Shannon L. Moore, Chief Assistant City Attorney
Schedule of Fees & Charges:

Hourly Rates
PARTNER(S) $350/hour
ASSOCIATE(S) $285/hour
Compensation:

Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements", shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed THREE HUNDRED SEVENTY FIVE THOUSAND Dollars ($375,000) for attorneys’ fees and reimbursements.

Docusign Envelope ID: 131E7C26-554D-4C91-A6EB-7C609E3FA728 Docusign Envelope ID: 38D9C5D8-A8E6-41FD-AFC9-A3BF0641EA6E 26 First Amendment to NPPWW Agreement for Legal Services DocID #27919v1
A-1

FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

NEVERS, PALAZZO, PACKARD,

WILDERMUTH & WYNNER, PC
This First Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and NEVERS, PALAZZO, PACKARD, WILDERMUTH & WYNNER, PC (“Special Counsel”) (the "First Amendment") is entered into as of NOVEMBER 19TH, 2024, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities on October 1
ST
, 2023 for an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) with term ending June 30, 2025; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and increase the compensation; and WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation limit by TWO HUNDRED THOUSAND Dollars ($200,000); and
WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this First Amendment.

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

2. Effect of First Amendment. Except as provided in this First Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this First Amendment increases the compensation limit by TWO HUNDRED THOUSAND Dollars ($200,000).

Docusign Envelope ID: 44331246-2BFC-4D20-86D0-ED1C91078147 Docusign Envelope ID: 55FA8506-3375-4C2C-87BA-787143C31A78 27 First Amendment to NPPWW Agreement for Legal Services DocID #27919v1
A-2

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

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

CITY OF RICHMOND NEVERS, PALAZZO, PACKARD,

WILDERMUTH & WYNNER, PC
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
Docusign Envelope ID: 44331246-2BFC-4D20-86D0-ED1C91078147 Secretary and Vice President
Docusign Envelope ID: 55FA8506-3375-4C2C-87BA-787143C31A78 28 First Amendment to NPPWW Agreement for Legal Services DocID #27919v1
A-3
Attachment 1

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

Special Counsel shall associate as co-defense counsel with Aleshire & Wydner, LLP firm to defend the City on the lawsuit captioned Winehaven Legacy LLC v. City of Richmond, et al., and other related matters.

Special Counsel’s point(s) of contact in the City of Richmond City Attorney’s office is/are:

Shannon L. Moore, Chief Assistant City Attorney
Schedule of Fees & Charges:

Hourly Rates
PARTNER(S) $350/hour
ASSOCIATE(S) $285/hour

COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of THREE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($375,000.00) for attorneys’ fees and reimbursements.

Docusign Envelope ID: 44331246-2BFC-4D20-86D0-ED1C91078147 Docusign Envelope ID: 55FA8506-3375-4C2C-87BA-787143C31A78 29 30
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33 34
35 36
37 38
39 40
41 42
43 44
45 46
47 48
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51

Page 1 of 2 ends

May 19, 2026
City Attorney's Office
Human Resources
DATE: May 19, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Shannon Moore, Interim City Attorney
Nickie Mastay, Deputy City Manager- Internal Services
Sharrone Taylor, Director of Human Resources
Subject: Legal Services Agreement with Ellis Investigations for Confidential Personnel Investigations
FINANCIAL IMPACT: The proposed three-year legal services agreement, in an amount not to exceed $150,000, is included within the
approved fiscal year 2026-2027 Human Resources and
Risk Management budgets and will be budgeted
accordingly in subsequent fiscal year budgets. These
services are considered program administration costs
(Account Strings: 01181016-400206, 50182316-400206).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

The City Council’s approval is needed to approve legal
services agreements for employment attorneys to
conduct confidential personnel investigations.

RECOMMENDED ACTION: APPROVE a legal services agreement with Ellis Investigations to conduct confidential personnel
investigations for a term of July 1, 2026, through June 30, 2029, for a total amount not to exceed $150,000 – City
Attorney’s Office/Human Resources Department
(Shannon Moore/Nickie Mastay/Sharrone Taylor 510-
620-6509).

AGENDA
REPORT
52

Page 2 of 2 ends

May 19, 2026
DISCUSSION:

The City is responsible for addressing complaints of discrimination, harassment, and retaliation by promptly conducting thorough and unbiased personnel investigations.

Additionally, the City investigates other workplace issues, including employee complaints, when necessary. When an external personnel investigation is required, the City enlists the services of specialized firms which have highly skilled employment law attorneys to conduct personnel investigations, such as the Ellis Investigations.

The City Attorney’s Office and Human Resources Department had a legal services agreement (LSA) with Ellis Investigations from 2021-2026. During this period, Ellis Investigations has successfully handled multiple confidential investigations to the City's satisfaction. The City now seeks a new three-year LSA to continue utilizing Ellis Investigations. Continuing the working relationship with this firm will ensure ongoing critical investigations are conducted timely and provide stability and consistency in the investigations process.

The City Attorney's Office and the Human Resources Department are requesting approval of an LSA with Ellis Investigations with a term of July 1, 2026, through June 30, 2029, for a total payment limit not to exceed $150,000.

DOCUMENTS ATTACHED:

Attachment 1 – Legal Services Agreement with Ellis Investigations 53 1
DocID #70436v1

LEGAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF RICHMOND
AND
ELLIS INVESTIGATIONS, L.C.

PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this July 1, 2026 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and ELLIS INVESTIGATIONS, L.C., comprised of attorney investigators licensed to practice law in the State of California and/or private investigators licensed by the State of California (“Special Counsel”) with its principal place of business located 500 CAPITOL MALL, STE. 2350, SACRAMENTO, CA 95814. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
The following recitals are as follows:

A. City desires to secure professional services more fully described in this Agreement; and, B. Special Counsel represents that it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.

AGREEMENT PROVISIONS
The Parties agree as follows:

1. RETENTION OF FIRM.

A. City hereby confirms, retains and authorizes Special Counsel to represent City and provide legal services as may be requested, from time to time, orally or in writing, by authorized representatives of City on an as-needed basis. By this Agreement, City is retaining Special Counsel and not individual members of the Special Counsel. Special Counsel’s client is the City, as a public entity, and not any of its individual members, groups of individuals or any other entity.

B. The Special Counsel shall report to and receive direction from the City Attorney and/or the Director of Human Resources only and not from any other Department Head or City staff.

C. Special Counsel shall perform such legal services for and on behalf of City under the primary direction of the City Attorney. Special Counsel shall undertake, subject to approval of the City Attorney, additional duties as may be authorized by City from time 54 2
DocID #70436v1
to time under the terms and conditions of this Agreement.

2. DESCRIPTION OF SERVICES TO BE PROVIDED.

See “Scope of Work” in Exhibit A.

3. TERM OF AGREEMENT.

The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on JUNE 30, 2029, unless the parties extend the Agreement in writing.

The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.

4. ASSIGNMENT OF DUTIES.

It is contemplated that no other attorney will be assigned from Special Counsel other than LESLIE ELLIS, TRACY LAW, and LUCY LI. It is agreed by and between the Parties that should it be desirable for any attorney other than LESLIE ELLIS, TRACY LAW, and LUCY LIto work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney.

It is agreed by and between the Parties that the City Attorney or their designee shall approve the Special Counsel assigned attorney(s) prior to the commencement of an assigned investigation.

5. PUBLIC FUNDING.

Special Counsel and City mutually recognize that Special Counsel’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Special Counsel scrupulously adheres to principles of moderation, frugality and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost-effective representation in all aspects of this Agreement.

6. PAYMENT FOR SERVICE.

In consideration for Special Counsel’s performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of Special Counsel’s bill by the City Attorney, Special Counsel shall be compensated at the preapproved hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference. Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney. Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney. 55 3
DocID #70436v1

7. BILLING INVOICES.

Special Counsel shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement. Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted to [email protected] and [email protected].

8. PROJECT PLAN AND BUDGET AND RESERVES.

Special Counsel shall provide a project plan and budget for any project or case assigned to Special Counsel under this Agreement. Project plans and budgets shall conform to the guidelines set forth in Exhibit C (Project Plan and Budget).

9. BILLING.

Special Counsel shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service. Special Counsel shall not bill for hours other than those hours expressly devoted to the tasks approved in advance by the City Attorney. Special Counsel agrees it will not bill for time, which is not specifically devoted to the task(s). Special Counsel shall not use legal professionals for secretarial work and under no circumstances shall Special Counsel have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by a law clerk, assistant or secretary.

10. TERMINATION.

Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable.

Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.

11. CONFLICTS OF INTEREST.

A. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. 56 4
DocID #70436v1
B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to provide rights to the City above and beyond the rights Special Counsel owes to the City under all applicable rules of professional conduct relating to conflict of interest.

12. ASSIGNMENTS AND SUCCESSORS IN INTEREST.

City and Special Counsel bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.

13. AUDITS, RECORDS, AND DOCUMENTATION.

A. The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement. Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.

B. Special Counsel shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Special Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City. Upon written notice by the City, the Special Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.

14. NON-DISCRIMINATION.

A. Special Counsel agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Said Section 2.28.030 is, by this reference, a part of this Agreement.

B. If Special Counsel is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
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15. HOLD HARMLESS/INDEMNIFICATION.

Special Counsel agrees to indemnify, hold harmless, release and defend to the maximum extent permitted by law, and covenants not to sue, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney’s fees and costs of litigation) which in whole or in part result from, or arise out of, any negligent acts, errors or omissions (including, without limitation, professional negligence) of Special Counsel, its employees, representatives, subcontractors, or agents in connection with the performance of this Agreement. This Agreement to indemnify, hold harmless, release and defend includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Special Counsel and its employees or agents, and members of the general public).

16. INSURANCE REQUIREMENTS.

Special Counsel shall maintain in full force and effect the following insurance policies:

A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
C. Business automobile liability insurance policy; and, D. Professional liability policy.

Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, endorsements, certificates of insurance and coverage verifications as defined in Exhibit D, attached to this Agreement and incorporated by this reference.

17. CONFIDENTIALITY AND MEDIA STATEMENTS.

The data, information and reports acquired or prepared by Special Counsel in connection with matters upon which the City has retained Special Counsel shall not be shown or distributed to any other public or private person or entity except as authorized by the City Attorney and in no event prior to having been first disclosed to the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Special Counsel or other such information, documents, records, data or other materials to which the Special Counsel has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Special Counsel shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney.

Special Counsel shall not provide any written or oral statements to the media without the prior written authorization of the City Attorney.

18. AMENDMENTS.
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DocID #70436v1
This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to this Agreement.

19. ENGAGEMENT OF OTHER COUNSEL, SPECIALISTS, OR EXPERTS.

Special Counsel will not engage or otherwise incur an obligation to pay other counsel, specialists, or experts for services in connection with this Agreement without the prior written approval of the City Attorney.

20. NOTICES.

All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected], [email protected], [email protected], and to Special Counsel at its principal place of business listed on page one of this Agreement.

Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.

21. LAW GOVERNING AGREEMENT.

This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.

22. INVALID PROVISIONS.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby.

23. LICENSE REQUIREMENTS.

Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required.
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24. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE STATEMENT.

Contractor agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordinance No. 12-18). Contractor must submit the Sanctuary City Compliance Statement included herein as Exhibit E along with the bid or proposal prior to execution of the contract.
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

ELLIS INVESTIGATIONS, L.C.

By:_______________________________
Title:_____________________________

CITY OF RICHMOND
____________________________
Mayor
Name:______________________
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
__________________________
City Clerk
61 Exhibit A
9 DocID #70436v1

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

Special Counsel shall conduct confidential personnel investigations.

Special Counsel’s points of contact in the City of Richmond City Attorney’s office are:

Shannon L. Moore, Interim City Attorney
Dallae Chin, Senior Assistant City Attorney
Schedule of Fees & Charges:

Hourly Rates
LESLIE ELLIS $545/hour
OTHER ATTORNEY INVESTIGATORS $355-$445/hour
LEGAL SUPPORT SPECIALIST $235/hour

COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) for attorneys’ fees and reimbursements. 62 Exhibit B
10 DocID #70436v1

BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.

These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.

Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.

I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets). 63 Exhibit B
11 DocID #70436v1
II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.

When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
64 Exhibit B
12 DocID #70436v1
j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.

III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
• Actual printing costs;
• Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
• Actual cost of postage (including express mail delivery charges); • Facsimile charges at the rate of $0.25 per page;
• Actual cost of long distance telephone calls;
• Transcription and reporter's fees; and
• Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
65 Exhibit B
13 DocID #70436v1
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities. 66 Exhibit C
14 DocID #70436v1

PROJECT PLAN AND BUDGET
Project plans and budgets should conform to the following guidelines:
a. The project plan shall include a projection of recommended strategies and actions to be taken in the project and a range of costs for each such strategy or action. b. If the scope of work includes representation of the City in litigation, the project plan shall include the following elements, with explanations:
• Anticipated total costs;
• The primary issues;
• The probability of success; and
• A settlement/trial recommendation
The project plan will be modified during the litigation as the need arises. c. The project budget shall include an estimate of the attorneys' hours and fees and disbursements during each phase and/or activity. All anticipated expenses must be listed and costs estimated.
d. In the event of litigation, the project budget shall include, but not be limited to, estimates for:
• Pre-commencement (legal and factual research for the complaint or answer); • Pleadings;
• Preliminary motions;
• Initial discovery;
• Factual investigation of merits (interviewing clients, employees and third parties);
• Review and abstract City's documents;
• Expert (non-medical) investigation and reports;
• Medical experts and examinations;
• Legal research on merits;
• More thorough discovery (including the identity of deponents and expected costs of each deposition and preparation);
• Settlement negotiations;
• Trial preparation; and
• Trial.
e. The project budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. f. The project budget is not a fixed fee agreement and is subject to revision. g. Special Counsel shall provide revisions to the project plan or budget at the request of the City Attorney.
h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement. 67 Exhibit E
15 DocID #70436v1

CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "SanctuaryCity ContractingOrdinance" or “SCCO”). Contractor understands and agreesthat the City may choose with whom it will maintain businessrelations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting servicesto the U.S. Immigration and CustomsEnforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

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

By executing this Statement,Contractor certifiesthat it complies with the requirements ofthe 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 underthe laws ofthe State ofCalifornia that the foregoing is true and correct.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (July2024)
68 Exhibit D
16 DocID #70436v1
City of Richmond - Insurance Requirements - Type 2:

Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.

CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).

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

3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.

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

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

General Liability
(primary and excess
limits combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
69 Exhibit D
17 DocID #70436v1
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million

REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

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

Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

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

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

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

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

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies. 70 Exhibit D
18 DocID #70436v1
City of Richmond - Insurance Requirements - Type 2:

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

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

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

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

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

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

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

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

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

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

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
71

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May 19, 2026DocID #70447v1
City Attorney's Office
DATE: May 19, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Shannon Moore, Interim City Attorney
Christopher Dykzeul, Assistant City Attorney
Subject: Contract with Thomson Reuters Enterprise for Legal Research Subscription Services
FINANCIAL IMPACT: The proposed not-to-exceed $110,000 expenditure for the three-year term is budgeted at $32,352 in fiscal year (FY) 2026-2027, $34,616.64 in FY 2027-2028, and
$37,039.80 in FY 2028-2029, and will be budgeted
accordingly in subsequent fiscal year budgets. Funding is included within the City Attorney’s Office budget (Account String: 01151014-400264).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

To continue providing the Mayor, City Council, City
Manager, and all City Departments, boards and
commissions with competent legal advice, the City
Attorney’s Office requests approval of a three-year (36- month) contract with Thomson Reuters that provides top
level legal research with integrated AI capabilities.

RECOMMENDED ACTION: APPROVE a contract with Thomson Reuters for legal research subscription services for Westlaw and
CoCounsel Legal in an amount not to exceed $110,000
for the term of July 1, 2026, through June 30, 2029,
subject to non-substantive revisions approved by the City Attorney’s Office; and AUTHORIZE the city manager or
their designee to execute the contract – City Attorney’s Office (Christopher Dykzeul 510-620-6507/Shannon
Moore 510-620-6509).

AGENDA
REPORT
72

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May 19, 2026DocID #70447v1
DISCUSSION:

The City Attorney’s Office has used Thomson Reuters’ Westlaw legal research platform for more than five years to support litigation and transactional work. To continue providing the Mayor, City Council, City Manager, City departments, boards, and commissions with timely and effective legal advice, the City Attorney’s Office requires an updated subscription that includes additional services, including artificial intelligencepowered tools such as CoCounsel.

CoCounsel Legal is Thomson Reuters' latest update that works as a part of WestLaw, and provides efficient AI assisted research, document analysis, and drafting, and integrates with Microsoft 365. Its AI capabilities are superior to those of its competitor, LexisNexis, in that it goes beyond being a research tool but also works as a documentfirst assistant, focusing on areas such as deposition preparation, contract analysis, and legal research memos. CoCounsel Legal pairs Westlaw Advantage with CoCounsel directly with law content, allowing for deeper guidance and drafting workflows, and is the most robust packaging available for AI features. Furthermore, the protections around CoCounsel Legal allow for deep research reports to be more accurate and reliable, without the risk of hallucinations that occur with general AI tools. Thomson Reuters was able to secure CoCounsel Legal for the City Attorney's Office at the same cost as WestLaw Advantage with CoCounsel Essentials, a savings of $255/mo ($3,060/year, and approximately $9,180 over the 36-month contract).

Included in the subscription is online library access for 6 attorneys with: 1) WestProflex; 2) Westlaw Multi-State Analytical; and 3) CoCounsel Legal. Also included are all updates and enhancements for the life of the agreement.

The following costs are per fiscal year:

FY26/27 $32,352 ($2,696.00/month)
FY27/28 $34,616.64 ($2,884.72/month)
FY28/29 $37,039.80 ($3,086.65/month)
The City Attorney’s Office requests City Council’s approval of a three-year agreement with Thomson Reuters Enterprises for subscription services that include 1) WestProflex; 2) Westlaw Multi-State Analytical; and 3) CoCounsel Legal, for a total amount not to exceed $110,000, and term from July 1, 2026, through June 30, 2029, with a two-year renewal option.

DOCUMENTS ATTACHED:

Attachment 1 – Original Contract with Thomas Reuters Enterprise (proposed) Attachment 2 – Sole Source Form
Attachment 3 – IT Purchase Authorization Form
73 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.

City Attorney's Office Ivania Navarrete [email protected] (510) 620-6509 WestLaw Online Law Library for 6 attorneys to conduct legal research using West Proflex, Westlaw Multi-State Analytical, & CoCounsel Legal, Nat' l (Enterprise access, Gov't) Thomson Reuters Enterprise 2900 Ames Crossing Rd Eagan, MN 55121 Greg Kelley (763) 326-3105 [email protected] July 1, 2026 June 30, 2029 110,000.00 26/27 32,352.00 27/28 34,616.64 28/29 37,039.80 74 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
Thomson Reuters Enterprise
75 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]:

Thomson Reuters Enterprise
See attached order form
76

Page 1 of 4 ends

Order Form Order ID: Q-11571786
Contact your representative [email protected] with any questions. Thank you.

Sold To Account Address Shipping Address Billing Address Account #: 1000802377

RICHMOND CITY ATTORNEY
PO BOX 4046 450 CIVIC CENTER PLZ STE 340
RICHMOND CA 94804-1630 US
“Customer”
Account #: 1000802377

RICHMOND CITY ATTORNEY
PO Box 4046
450 CIVIC CENTER PLZ STE 340
RICHMOND CA 94804-1630 US
Account #: 1000802377

RICHMOND CITY ATTORNEY
PO Box 4046
450 CIVIC CENTER PLZ STE 340
RICHMOND, CA 94804-1630
US
This Order Form is a legal document between Customer and A. West Publishing Corporation to the extent that products or services will be provided by West Publishing Corporation, and/or B. Thomson Reuters Enterprise Centre GmbH to the extent that products or services will be provided by Thomson Reuters Enterprise Centre GmbH.

A detailed list of products and services that are provided by Thomson Reuters Enterprise Centre GmbH and current applicable IRS Certification forms are available at: https://www.tr.com/trorderinginfo West Publishing Corporation may also act as an agent on behalf of Thomson Reuters Enterprise Centre GmbH solely with respect to billing and collecting payment from Customer. Thomson Reuters Enterprise Centre GmbH and West Publishing Corporation will be referred to as “Thomson Reuters”, “we” or “our,” in each case with respect to the products and services it is providing, and Customer will be referred to as “you”, or “your” or “Client”.

For Federal Customers the following shall apply: Thomson Reuters General Terms and Conditions (available here:
http://tr.com/federal-general-terms-and-conditions apply to the purchase and use of all products, except print, and together with any applicable Product Specific Terms (set forth below) are incorporated into this Order Form by this reference. In the event that there is a conflict of terms among the General Terms and Conditions, the Product Specific Terms and this Order Form, the order of precedence shall be Order Form, the Product Specific Terms, and last the General Terms and Conditions.

For non-federal customers the following shall apply: Thomson Reuters General Terms and Conditions (http://tr.com/us-general-terms-and-conditions) apply to the purchase and use of all products, except print, and together with any applicable Product Specific Terms (set forth below) are incorporated into this Order Form by this reference. In the event that there is a conflict of terms among the General Terms and Conditions, the Product Specific Terms and this Order Form, the order of precedence shall be Order Form, the Product Specific Terms, and last the General Terms and Conditions.

ProFlex Products
See Attachment for details
Material # Product Monthly Charges Minimum Terms
(Months)
40757482 West Proflex $2,696.00 36
Bridge Products
Material # Product Quantity Unit Bridge Monthly
Charges
Bridge Term
(Months)
40757482 West Proflex 1 Each $2,122.68 1
Bridge Terms
Bridge Monthly Charges begin on the date we process your order and will be prorated for the number of days remaining in the calendar month, if any. The Bridge Monthly charges will continue for the number of complete calendar months listed in the Bridge Term column above and will be in addition to the Monthly Charges and Minimum Term outlined above. At the end of the Bridge Term, your Monthly Charges and the Minimum term will begin on the first full calendar month following the Bridge Term as described in the Product grid above. All other terms and conditions of the Order Form remain unchanged. For purposes of clarification, your total Term will be the Bridge Term plus the Minimum Term.

Minimum Terms
Your subscription is effective upon the date we process your order (“Effective Date”) and Monthly Charges will be prorated for the number of days remaining in that month, if any. Your subscription will continue for the number of months listed in the Minimum Term column above plus any Bridge Term that may be outlined above counting from the first day of the month following the Effective Date. Your Monthly 77

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Charges during the first twelve (12) months of the Minimum Term are as set forth above. If your Minimum Term is longer than 12 months, then your Monthly Charges for each year of the Minimum Term are displayed in the Attachment to the Order Form.

Post Minimum Terms
Your subscription will automatically renew at the end of the Minimum Term for successive 12-month renewal terms (each, an "Automatic Renewal Term"), unless either party provides written notice of its intent to not renew at least 30 days prior to the beginning of an Automatic Renewal Term. We will notify you of any change in the Annual Charges at least 60 days before each Automatic Renewal Term begins. Submit your notice of nonrenewal to: https://www.thomsonreuters.com/en-us/help/account-management/legal/orders/request-a-subscriptioncancellation.html or via postal mail to Customer Service, 2900 Ames Crossing Rd, Eagan, MN 55121.

For Federal government subscribers that chose a multi-year Minimum Term, those additional years will be implemented at your option pursuant to federal law.

Banded Product Subscriptions. You certify your total number of attorneys (full-time and part-time partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel or full-time-equivalent students is indicated in this Order Form. Our pricing for banded products is made in reliance upon your certification. If we learn that the actual number is greater or increases at any time, we reserve the right to increase your charges to the market rate for all of your attorneys.

Miscellaneous
Material Change. If, at any time during the Minimum Term or the Renewal Term, there is a material change in your organizational structure including, but not limited to merger, acquisitions, combination, significant increase in the number of attorneys at a location covered by the agreement, divestitures, downsizing or dissolution, we will modify your rates proportionally. If you acquire the assets of, or attorneys from, another entity that is a current subscriber, you assume all obligations under the agreements that apply to those assets and attorneys, and you will pay the invoiced charges on both those agreements as they become due, until a superseding agreement is negotiated in good faith.

Charges, Payments & Taxes. You agree to pay all charges in full within 30 days of the date of invoice. You are responsible for any applicable sales, use, value added tax (VAT), etc. unless you are tax exempt. If you are a non-government customer and fail to pay your invoiced charges, you are responsible for collection costs including attorneys' fees.

Excluded Charges And Schedule A Rates. If you access products or services that are not included in your subscription you will be charged our then-current rate (“Excluded Charges”). Excluded Charges will be invoiced and due with your next payment. For your reference, the current Excluded Charges schedules are located in the below link. Excluded Charges may change from time-to-time upon 30 days written or online notice. We may, at our option, make certain products and services Excluded Charges if we are contractually bound or otherwise required to do so by a third party provider or if products or services are enhanced or if new products or services are released after the effective date of this ordering document. Modification of Excluded Charges or Schedule A rates is not a basis for termination under paragraph 9 the General Terms and Conditions.
https://legal.thomsonreuters.com/content/dam/ewp-m/documents/legal/en/pdf/other/plan-2-pro-govt-agencies.pdf http://static.legalsolutions.thomsonreuters.com/static/agreement/plan-2-pro-govt-agencies.pdf eBilling Contact. All invoices for this account will be emailed to your e-Billing Contact(s) unless you have notified us that you would like to be exempt from e-Billing.

Product Specific Terms
Document Intelligence Product Specific Terms: The following product specific terms shall apply to the Document Intelligence products on this order form, and are incorporated by reference: http://www.thomsonreuters.com/document-intelligence-PST.

Additional Terms for Services with Generative AI Skills: The following additional terms shall apply to Thomson Reuters Products with Generative AI Skills (including but not limited to all CoCounsel branded Products; all Products with AI Assisted Research; Contract Express, CLEAR Investigate, Westlaw Advantage; Practical Law or Practical Law Connect, with Dynamic Tool Set; Practical Law UK Premium; Practical Law Global Premium; HighQ), listed on this order form, and are incorporated into this order form by reference: https://www.tr.com/legal-services-ai-terms.

CoCounsel Core and CoCounsel Drafting Product Specific Terms: The following product specific terms shall apply to CoCounsel Core and CoCounsel Drafting and are incorporated into this order form by reference: http://tr.com/cocounselcore-and-drafting-product-specificterms.

Product Specific Terms and Service Levels: The following product specific terms and service levels shall apply to the HighQ products on this order form, and are incorporated by reference:
 HighQ Product Specific Terms http://tr.com/HighQ-PST
 HighQ Service Levels: Thomson Reuters shall provide service availability, maintenance and support for the term of the Agreement.

Details are available at: http://tr.com/HighQ-SLA. Note that Sections 3.3 of the SLA does not apply to any HighQ Light packages The Federal Product Specific Terms can be found here: http://tr.com/federal-product-specific-terms Product Specific Terms. The following products have specific terms which are incorporated by reference and made part of this Order Form if they apply to your order. They can be found at https://static.legalsolutions.thomsonreuters.com/static/ThomsonReuters-General-TermsConditions-PST.pdf. If the product is not part of your order, the product specific terms do not apply.  Campus Research
 Hosted Practice Solutions
 ProView eBooks
 Time and Billing
 West km Software
 West LegalEdcenter
 Westlaw 78

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 Westlaw Doc & Form Builder
 Westlaw Paralegal
 Westlaw Patron Access
 Westlaw Public Records
Drafting Tools Product Specific Terms: The following product specific terms shall apply to the Drafting Tools products (Drafting Assistant, Clause Finder, Clause Finder: Internal Agreements) on this order form, and are incorporated by reference: https://www.thomsonreuters.com/draftingassistant-and-clausefinder-pst.

Additional clause applicable to: Westlaw Advantage, Practical Law Dynamic Tool Set, CoCounsel Essentials, Westlaw Advantage with CoCounsel Essentials, Practical Law with Dynamic Tool Set with CoCounsel Essentials, CoCounsel Legal: During the term of this Agreement, Thomson Reuters may in its sole discretion issue updates, upgrades, patches, enhancements, or improvements that it makes generally available to its customers at no additional charges (collectively "Upgrades"). For the avoidance of doubt, Upgrades do not include (i) new services that are developed or acquired by Thomson Reuters or (ii) services or functionalities for which there are royalty requirements or licensing restrictions. Where your Service includes Westlaw Advantage and/or Practical Law Dynamic Tool Set, these Upgrades do not include access to additional or new content sets beyond those you have subscribed to as part of the Service.

Amended Terms and Conditions

Government Non-Availability of Funds for Online, Practice Solutions or Software Products You may cancel a product or service with at least 30 days written notice if you do not receive sufficient appropriation of funds. Your notice must include an official document, (e.g., executive order, an officially printed budget or other official government communication) certifying the non-availability of funds. You will be invoiced for all charges incurred up to the effective date of the cancellation.

Acknowledgement: Order ID: Q-11571786
\si1\ \ti1\
Signature of Authorized Representative for order Title
\na1\ \ds1\
Printed Name Date
.

This Order Form will expire and will not be accepted after 5/28/2026. 79

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Attachment Order ID: Q-11571786
Contact your representative [email protected] with any questions. Thank you.

Payment, Shipping, and Contact Information
Payment Method:

Payment Method: Bill to Account
Account Number: 1000802377
This order is made pursuant to:

Shipping Information:

Shipping Method: Ground Shipping - U.S. Only
Order Confirmation Contact (#28)
Contact Name: NAVARRETE, Ivania
Email: [email protected]
eBilling Contact
Contact Name Ivania NAVARRETE
Email [email protected]
ProFlex Multiple Location Details
Account Number Account Name Account Address Action
1000802377 RICHMOND CITY ATTORNEY
450 CIVIC CENTER PLZ STE 340

RICHMOND
CA 94804-1630 US
New
ProFlex Product Details
Quantity Unit Service Material # Description
1 Each 40757482 West Proflex
6 Attorneys 42077868 Westlaw Multi-State Analytical, Enterprise access, Government 6 Attorneys 43482985 CoCounsel Legal, National Primary, Enterprise Access, Government Account Contacts
Account Contact
First Name
Account Contact
Last Name
Account Contact
Email Address
Account Contact
Customer Type Description
Ivania NAVARRETE [email protected] EML PSWD CONTACT Lapsed Products
Sub Material Active Subscription to be Lapsed
40757481 West Proflex
42077867 Westlaw Multi-State Analytical, Enterprise access, Government 43102994 Westlaw Precision Preferred with CoCounsel National Primary Law, Enterprise access, Government
Charges During Minimum Term
Materia
l #
Product
Name
Year 1
Charges
per Billing
Freq
% incr
Yr 1-
2*
Year 2
Charges
per Billing
Freq
% incr
Yr 2-
3*
Year 3
Charges
per Billing
Freq
%
incr
Yr 3-
4*
Year 4
Charges
per
Billing
Freq
%
incr
Yr 4-
5*
Year 5
Charges
per
Billing
Freq
Billing
Freq
407574
82 West
Proflex $2,696.00 7.00% $2884.72 7.00% $3086.65 N/A N/A N/A N/A Monthly Charges During Minimum Term
Pricing is displayed only for the years included in the Minimum Term. Years without pricing in above grid are not included in the Minimum Term.

Refer to your Order Form for the Post Minimum Term pricing. Refer to Order Form for Billing Frequency Type. 80 Addendum to Order Form (“Addendum”) Q-11571786
Customer: Richmond City Attorney
Account #: 1000802377

1. Effect of Addendum. The West Order Form, with its associated terms and any attachments thereto, including but not limited to the underlying Thomson Reuters General Terms and Conditions(s), and applicable Schedule A(s) (collectively the "Agreement"), between Subscriber and West is amended as specifically set forth herein to incorporate the terms of this Addendum. As amended, the Agreement will remain in full force and effect according to its terms and conditions. All terms used in this Addendum will have the meanings given to them in the Agreement. This Addendum supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. If there is a conflict between the terms and conditions of the Agreement and the terms and conditions of this Addendum, the terms and conditions of this Addendum will control.

2. Modifications to the Order Form. The following changes will be made to the Order Form:
a. For non-federal customers the following shall apply. The first sentence of this section will be modified to read as follows:
“For non-federal customers the attached terms shall apply: Thomson Reuters General Terms and Conditions apply to the purchase and use of all products, except print, and together with any applicable Product Specific Terms are incorporated into this Order Form as Exhibit 1.”

3. Modification to the General Terms and Conditions. The following changes will be made to the General Terms and Conditions:
a. 11(d), Governing Law. This section will be modified to read as follows:
“Unless otherwise stated in the applicable Ordering Document, the Agreement will be governed by the laws of the State of California and each party hereby submits to the jurisdiction of the federal and state courts of the State of California to settle disputes or claims arising out of or in connection with the Agreement.”
Except as expressly modified herein, all other terms and conditions of the Agreement will remain unchanged.

This Addendum shall be effective when signed by you and accepted by Thomson Reuters. By signing this Addendum, you acknowledge that you are authorized to accept these terms on behalf of your organization:

Richmond City Attorney
By: ____________________
Name: _________________
Title: __________________
Date: __________________
81 Version 5.1 (US)
Last Modified: June 1, 2025
General Terms and Conditions
These General Terms and Conditions (“General Terms”) govern your access and use of Thomson Reuters Services, as such term is defined below. “We”, “us”, “our” and “Thomson Reuters” means the Thomson Reuters entity or entities providing Services (and thus the entity or entities with all rights and obligations with respect to those Services) under the applicable Ordering Document. “You” and “your” means the client, customer or subscriber agreeing to or accepting these terms.

1. Definitions
a. “Affiliate” means, in the case of us, Thomson Reuters Corporation and any entity that, from time to time, is directly or indirectly controlled by Thomson Reuters Corporation. In the case of you, Affiliate means any entity that, from time to time, is directly or indirectly controlling, controlled by, or under common control of you. “Control” means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise. b. “Agreement” means each Ordering Document, these General Terms, and any applicable terms that are incorporated in the Ordering Document or these General Terms. c. “Confidential Information” means information in any form, whether oral or written, of a business, financial or technical nature which the recipient reasonably should know is confidential and which is disclosed by a party in the course of the Agreement.
d. “Documentation” means manuals, handbooks, guides and other user instructions, documentation and materials available through the Services or provided by us regarding the capabilities, operation, and use of our Services. e. “Ordering Document” means an order form, order confirmation, statement of work, invoice, e-commerce confirmation or similar agreement issued by such Thomson Reuters entity or entities that lists or describes the Services to be supplied by us.
f. “Professional Services” means the implementation, customization, training, consulting or other professional services we provide, as may be described in the applicable Ordering Document. g. “Property” means our property, which includes but is not limited to our Services, information, Documentation, data (whether tangible or intangible) and Usage Information. Property also includes data, information and technologies supplied by our third-party providers and available through the Services. h. “Services” means the cloud computing services, software-as-a-service, online research services, Professional Services, as well as any products, including installed software, supplied by Thomson Reuters under the Agreement that are detailed in the applicable Ordering Document.
i. “Usage Information” means any information, data, or other content (including statistical compilations and performance information) related to or derived from your access to and use of the Property. j. “Your Data” means, other than Usage Information, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through the Services.

Exhibit 1
82 General Terms and Conditions 2

2. IP Ownership; Licenses & Delivery
a. Reservation of Rights. Together with our licensors, we reserve all rights not expressly granted under the Agreement. Except for the limited rights and licenses expressly granted herein, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Property. You acknowledge that, as between the parties, all intellectual property rights in the Property are owned by us, our Affiliates, or third-party providers. You will not remove or conceal any property rights notices in the Property and will include such notices on any copy you are permitted to make. b. Services License. Except with respect to any installed software, which is licensed under Section 2(d) below, or Professional Services, we hereby grant you a non-exclusive, non-sublicensable, non-transferable right to access, view, and use our Services solely for your own internal business purposes subject to the terms and conditions of the Agreement.
c. Documentation License. Where Documentation is available, we hereby grant you a non-exclusive, nonsublicensable, non-transferable license to use such Documentation solely for your internal business purposes and in connection with your use of our Services subject to the terms and conditions of the Agreement. d. Installed Software License. To the extent you purchase a license or subscription to any of our installed software, we grant you a non-exclusive, non-sublicensable, non-transferable right to install and use such installed software only for your own internal business purposes subject to the terms and conditions of the Agreement. You may make necessary copies of such installed software solely for backup and archival purposes. Any such copy of such installed software: (i) remains our exclusive Property; (ii) is subject to the terms and conditions of the Agreement; and (iii) must include all copyright or other proprietary rights notices contained in the original. You may only use such installed software in object code format. e. Limited License to Your Data. You hereby grant us a non-exclusive license and right to use, copy, store, host, display, transmit and process Your Data solely as necessary for Thomson Reuters, our employees and contractors to provide our Services under the Agreement and in accordance with applicable law. Your Data may be used as an input for certain Artificial Intelligence (“AI”)-based functionality within our Services (“Input”) resulting in an output generated by the AI service (“Output”). You grant Thomson Reuters a license to use, modify, and adapt the Input as necessary for Thomson Reuters to perform, and improve our Services. Thomson Reuters retains all rights to any of the Property embedded in, or included with any Output, including any derivatives, or modifications thereto. You represent and warrant that you have all necessary rights and appropriate consents related to Your Data to allow Thomson Reuters to perform the Services and enforce its rights. We may delete or disable Your Data if required under applicable law, in which case we will use our reasonable efforts to provide notice to you. We acknowledge that, as between the parties, all intellectual property rights in Your Data are owned by you or your licensors. f. Delivery. We will deliver our Services and any Documentation electronically, on tangible media, or by other means, in our sole discretion. When you download or access our Services or Documentation, you are accepting it for use in accordance with the Agreement.
g. Ordering Document. Your Ordering Document identifies the Services, quantities, charges and other details of your order. The applicable Ordering Document may also refer to and incorporate documents which may apply to the Services you selected. If you are permitted in the Ordering Document or a separate agreement with Thomson Reuters to provide an Affiliate with access to any part of the Services, you will ensure that such Affiliate complies with all provisions of the Agreement applicable to you. h. Use of Name. Other than as necessarily required for (i) the provision of the Services, (ii) internal account management purposes, or (iii) compliance with applicable law or regulation, neither party may use the other party’s name, trademarks or any derivatives of them, without the other’s prior written consent.

3. Our Services
a. Changes to Service. Our Services may change from time to time, but we will not change their fundamental nature unless otherwise expressly permitted herein. Certain Services include updates (bug fixes, patches, maintenance releases). We reserve the right to charge for upgrades (releases or versions that include new features or additional functionality) or any application programming interfaces (“APIs”) for applicable Services. Any 83 General Terms and Conditions 3
additional charges for selected upgrades or APIs will be set forth in a separate Ordering Document. We may subject certain features or functionality to metering or other usage restrictions to maintain responsive performance. b. Passwords. Your access to certain Services is password protected. You are responsible for ensuring that passwords are kept confidential. Sharing passwords is strictly prohibited. Each user must immediately change their username/password combinations that have been acquired by or disclosed to an unauthorized third party. c. Third-Party Provider Terms. Our Services may include data and software from third parties. Some third-party providers require Thomson Reuters to pass additional terms through to you. The third-party providers change their terms occasionally and new third-party providers are added from time to time. To see the current third-party additional terms for our Services please click on the following URL: www.thomsonreuters.com/thirdpartyterms (collectively, “Third-Party Provider Terms”). You agree to comply with all applicable Third-Party Provider Terms. d. Third-Party Supplemental Software. You may be required to license third-party software to operate some of our Services. Additional terms may apply to such third-party software. e. Integrations. If permitted by Thomson Reuters, you may integrate certain third-party services, platforms, applications, extensions, add-ons, and related offerings that are not provided by us with the Services (collectively, “Integrations”). You acknowledge and agree that your use of any Integrations is subject to and shall be governed by the applicable terms and conditions of your separate agreement with the relevant third-party provider. You are solely responsible for complying with any requirements set forth by any such third parties. We do not make any representations or warranties with respect to Integrations and will not be responsible for your use of Integrations.

If you choose to use an Integration with the Services, you acknowledge and agree that you are authorizing us to access and share Your Data with the third-party provider on your behalf solely in order for the third-party provider to provide the relevant Integration to you.
f. Unauthorized Technology. Unless we give you prior written authorization, you must not (i) run or install any computer software or hardware on, against, in relation to, or as an overlay over, our Services or network; (ii) mine, scrape, index, or otherwise automatically access, collect, copy, download or record the Property; or (iii) automatically connect (whether through APIs or otherwise) the Property to other data, software, services or networks. Neither party will knowingly introduce any malicious software or technologies into the Services or the other party’s networks.
g. Use Restrictions. You shall not use or permit a third party to use the Property for any purposes beyond the scope of the access granted in the Agreement. Without prejudice to the generality of the foregoing, and unless otherwise expressly permitted in the Agreement, you may not and you may not permit a third party to: (i) sell, license, sublicense, distribute, make available, publish, display, store, copy, modify, merge, adapt, decompile, decode or disassemble, reverse engineer, remove any proprietary notices, translate or transfer the Property in whole or in part, or as a component of any other product, service or material; (ii) use or provide the Property on a white-labelled/re-branded basis, or otherwise commercially exploit the Property in any manner; (iii) use the Property to develop or improve products or services that compete with the Services; (iv) allow third parties to access, use or benefit from the Property in any way; or (v) use the Property (1) to develop, train, adapt, fine-tune, modify or improve any artificial intelligence software or other technologies, (2) to create any derivative works, adaptations, compilations or collective works in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right of Thomson Reuters, our third-party providers, or any other person, or (3) in a manner that violates any applicable law. You shall not impersonate another person or entity, hide or attempt to hide your identity, knowingly misrepresent your affiliation with a person or entity or otherwise use the Services for any fraudulent purpose.
h. Acceptable Use. You may (i) download limited extracts of content from our Services solely for your own internal business purposes; (ii) print limited extracts of content from our Services solely for your own internal business purposes; and (iii) on an infrequent, irregular and ad hoc basis, distribute limited extracts of content from our Services; provided that, in any case, (1) any such downloading, printing, or distribution is done at all times in accordance with the terms and conditions of the Agreement, (2) such extracts do not reach such quantity as to have commercial value and you do not use such extracts as a substitute for any Services, and (3) Thomson Reuters and any third-party content provider, if applicable, is cited and credited as the source. Exercising legal rights that cannot be limited by agreement is not precluded. Only if you are in the business of providing audit, tax, or 84 General Terms and Conditions 4
accounting services, or legal advice to your clients, the provisions of Section 3(g) do not preclude you from using our Services in accordance with the Agreement to benefit your clients in the ordinary course of your business of providing audit, tax, or accounting services or legal advice. Except as expressly set forth in the Agreement, we retain all rights and you are granted no rights in or to the Property. Notwithstanding any other provision in the Agreement, we may, without prior notice, suspend or limit your use of the Services for your violation of Section 3(g) (Use Restrictions) or this Section 3(h) (Acceptable Use) and we reserve the right to suspend or limit your use of the Services while we investigate any suspected violation of the same. i. Security. Each party will use and will require any subcontractors to use industry standard organizational, administrative, physical and technical safeguards to protect the other’s data. The parties agree that the specific technical and organizational measures in the Data Security Addendum available at http://tr.com/trdsa (“DSA”) shall apply and are hereby incorporated into the Agreement by reference. Additionally, you will notify us if you become aware of any unauthorized third-party access to our data or systems and will use reasonable efforts to remedy identified security threats and vulnerabilities to your systems. j. Regulatory Compliance and Export Control. Each party shall at all times comply with applicable law, including export controls and economic sanctions, that apply in connection with the Agreement. You represent and warrant on an ongoing basis that you will not obtain, retain, use, or provide access to the Services to an Affiliate or any third party in a manner or from a location that may breach any applicable export control or economic sanctions laws and regulations of the United States of America, the United Kingdom, the European Union and its Member States, Switzerland, or any other applicable jurisdiction. You warrant that neither you, nor any Affiliate that you allow to access to the Services, is or is affiliated with, owned, or controlled by a specially designated or sanctioned entity under any of those laws and that, in any transaction relating to us, you will not involve sanctioned parties, including without limitation, through the use of bank accounts at banks that are sanctioned parties. k. Your Responsibilities. You are responsible for (i) proper use of the Property in accordance with all Documentation, usage instructions and operating specifications; (ii) adherence to the minimum recommended technical requirements; (iii) changes you make to our Services or data; (iv) your combination of the Property with any other products, services, data or other property; (v) implementing and maintaining proper and adequate virus or malware protection and proper and adequate backup and recovery systems; and (vi) installing updates.

4. Charges
a. Payment and Taxes. You must pay our charges that are not the subject of a good faith dispute within 30 days of the date of invoice in the currency stated on the applicable Ordering Document without set-off, counterclaim or deduction. We reserve the right to charge a late fee of $25 USD for each invoice not paid by the due date. A Thomson Reuters Affiliate may act as a billing and collection agent for the Thomson Reuters entity listed on the applicable Ordering Document. For online purchases, you authorize us to charge you for charges stated in the applicable Ordering Document via credit card, debit card, or Automated Clearing House or any other method you have agreed to in advance. If you are a non-government subscriber and you fail to pay your invoiced charges, you are responsible for collection costs including reasonable legal fees. The charges listed on the Ordering Document are exclusive of applicable taxes. You must pay applicable taxes and duties, including withholding taxes, value added tax (VAT), sales tax or other taxes (excluding income taxes imposed on Thomson Reuters). You will provide Thomson Reuters written evidence of any withholding tax paid by you or any tax exemption on which you wish to rely. If you are obliged to withhold or deduct any portion of the charges, then Thomson Reuters shall be entitled to receive from you such amounts as will ensure that the net receipt, after tax and duties, to Thomson Reuters in respect of the charges is the same as it would have been were the payment not subject to the tax or duties. Invoice disputes must be notified within 15 days of the date of the invoice. b. Changes. We may increase, or adjust the basis for calculating, the charges for our Services with effect from the start of each renewal term by giving you at least 60 days written notice; any other price changes or adjustments will be as set out in your Ordering Document.
c. Excess Use. You must pay additional charges if you exceed the scope of use specified in the applicable Ordering Document, based on the rates specified on the applicable Ordering Document or our current standard pricing, whichever is greater. We may change the charges if you merge with, acquire or are acquired by another entity which results in additional access to our Services or data. 85 General Terms and Conditions 5

5. Privacy
The parties agree that the terms of the Data Processing Addendum available at: http://tr.com/data-processingaddendum (“DPA”) shall apply to the extent Thomson Reuters Processes Customer Personal Data (as those terms are defined in the DPA), in which case the DPA is hereby incorporated into the Agreement by this reference. For clarity, where each party Processes any Personal Data as separate and independent Controllers (as those terms are defined in the DPA), each party will comply with, and be independently liable under, all applicable laws that apply to it.

6. Confidentiality
Each party agrees to (i) protect any Confidential Information received from the other party using the same standard of care it uses to protect its own Confidential Information (which shall be no less than a reasonable degree of care) and (ii) not disclose any part of it to any third party except to its Affiliates, contractors, financial advisors, accountants and attorneys who are subject to legal privilege or confidentiality duties or obligations to the recipient that are no less restrictive than the terms and conditions of the Agreement. If a court or government agency orders either party to disclose the Confidential Information of the other, the other will be promptly notified so that an appropriate protective order or other remedy can be obtained unless the court or government agency prohibits prior notification. These obligations of confidentiality do not apply to information which: (1) is or becomes generally available to the public (through no act or omission of the receiving party); (2) becomes known to the receiving party on a non-confidential basis through a third party who is not subject to an obligation of confidentiality with respect to that information; (3) was lawfully in the possession of the receiving party prior to such disclosure as established by documentary evidence; or (4) is independently developed by the receiving party, as established by documentary evidence, without reference to or use of, in whole or in part, any of the disclosing party's Confidential Information. This Section 6 shall survive three (3) years after the termination of the Agreement or until the Confidential Information is no longer deemed confidential under applicable law, whichever occurs first.

7. Warranties and Disclaimers
a. LIMITED WARRANTY. EXCEPT WITH RESPECT TO INSTALLED SOFTWARE OR PROFESSIONAL SERVICES, WE

WARRANT THAT PROPERLY LICENSED SERVICES WILL MATERIALLY CONFORM TO ANY DOCUMENTATION THAT ACCOMPANIES THE SERVICES. THIS LIMITED WARRANTY APPLIES FOR THE DURATION OF THE TERM.

YOUR ONLY REMEDY IN THE EVENT WE BREACH THIS LIMITED WARRANTY SHALL BE THE REPAIR OR REPLACEMENT OF THE SERVICES AT NO CHARGE. THIS LIMITED WARRANTY DOES NOT COVER PROBLEMS

CAUSED BY YOUR FAILURE TO ADHERE TO INSTRUCTIONS, MODIFICATIONS OR CUSTOMIZATIONS TO OUR SERVICES MADE BY YOU OR CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL. b. INSTALLED SOFTWARE. WE WARRANT THAT OUR INSTALLED SOFTWARE WILL MATERIALLY CONFORM TO OUR DOCUMENTATION FOR 90 DAYS AFTER DELIVERY. IF DURING THIS WARRANTY PERIOD WE ARE UNABLE

TO CORRECT, WITHIN A REASONABLE TIME PERIOD AND MANNER, AN INSTALLED SOFTWARE ERROR YOU

REPORT TO US, YOU MAY TERMINATE THE APPLICABLE ORDERING DOCUMENT FOR THE AFFECTED INSTALLED

SOFTWARE BY PROMPT WRITTEN NOTICE TO US FOLLOWING THE REASONABLE TIME PERIOD AND THE LICENSES WILL IMMEDIATELY TERMINATE. YOUR ONLY REMEDY AND OUR ENTIRE LIABILITY FOR BREACH OF THIS WARRANTY WILL BE A REFUND OF THE APPLICABLE CHARGES. c. PROFESSIONAL SERVICES. WE WARRANT THAT WE WILL PROVIDE ANY PROFESSIONAL SERVICES USING REASONABLE SKILL AND CARE.
d. DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTIES DO NOT APPLY, AND WE STRICTLY DISCLAIM

ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY DATA OR THIRD-PARTY SOFTWARE, OR FOR ANY MODIFICATIONS OR CUSTOMIZATIONS YOU MAKE TO OUR SERVICES. EXCEPT FOR THE LIMITED WARRANTIES PROVIDED IN SECTIONS 7(A), (B), and (C) HEREIN, OUR SERVICES ARE PROVIDED “AS IS”, AND ALL

WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW INCLUDING,

WITHOUT LIMITATION, WARRANTIES OR OTHER TERMS AS TO SUITABILITY, MERCHANTABILITY,

SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN ENTERING THE AGREEMENT, NEITHER PARTY HAS RELIED UPON 86 General Terms and Conditions 6

ANY STATEMENT, REPRESENTATION, WARRANTY OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY CONTAINED IN THE AGREEMENT. UNLESS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT,

AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DO NOT WARRANT OR REPRESENT

OR INCLUDE ANY OTHER TERM THAT THE SERVICES WILL BE DELIVERED FREE OF ANY INACCURACIES,

INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS, OR THAT ANY OF THESE WILL BE CORRECTED, AND WE WILL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH FAULTS. WE DO NOT WARRANT THE LIFE OF ANY URL OR THIRD-PARTY WEB SERVICE.
e. NO ADVICE. WE ARE NOT PROVIDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE OR ANY

OTHER PROFESSIONAL ADVICE BY ALLOWING YOU TO ACCESS AND USE OUR SERVICES, DOCUMENTATION OR DATA. SOME INFORMATION MAY CONTAIN THE OPINIONS OF THIRD PARTIES, AND THOMSON REUTERS IS NOT RESPONSIBLE FOR THESE OPINIONS. YOUR DECISIONS MADE IN RELIANCE ON THE SERVICES,

DOCUMENTATION OR YOUR INTERPRETATIONS OF OUR DATA ARE YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS BY YOU

OR ANYONE ACCESSING THE SERVICES THROUGH YOU MADE IN RELIANCE ON THE SERVICES, INCLUDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE, OR ANY OTHER PROFESSIONAL ADVICE. YOU AGREE THAT YOU USE THE SERVICES AT YOUR OWN RISK IN THESE RESPECTS. YOU ARE SOLELY RESPONSIBLE

FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT

PREPARED OR RESULTING FROM THE USE OF ANY SERVICES AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA CONTAINED IN OR GENERATED BY THE SERVICES.

8. Liability
a. LIMITATION. EACH PARTY’S OR ANY OF ITS THIRD-PARTY PROVIDERS’ ENTIRE LIABILITY IN ANY CALENDAR

YEAR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, INCLUDING FOR NEGLIGENCE, WILL NOT EXCEED THE AMOUNT PAYABLE IN THE PRIOR 12 MONTHS FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM FOR DAMAGES (OR, IF THE CLAIM IS MADE WITHIN THE FIRST 12 MONTHS, 12 TIMES THE AVERAGE OF THE MONTHLY CHARGES PAID).
b. EXCLUSIONS. IN NO EVENT SHALL WE OR OUR THIRD-PARTY PROVIDERS BE LIABLE FOR ANY PENALTIES, INTEREST, TAXES OR OTHER AMOUNTS IMPOSED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY.

NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL

DAMAGES, FOR LOSS OF DATA, OR LOSS OF PROFITS (IN EITHER CASE, WHETHER DIRECT OR INDIRECT) EVEN IF SUCH DAMAGES OR LOSSES COULD HAVE BEEN FORESEEN OR PREVENTED. c. Unlimited Liability. Section 8(a) does not limit either party’s liability for (i) fraud, fraudulent misrepresentation, willful misconduct, or conduct that demonstrates reckless disregard for the rights of others; (ii) negligence causing death or personal injury; (iii) its infringement of the other party’s intellectual property rights or violation of the use restrictions in Section 3(g); (iv) our indemnification obligations in Section 8(d); (v) your indemnification obligations in Section 8(e); or (vi) your obligation to pay the charges on the applicable Ordering Document and all amounts for use of the Services that exceed the usage permissions and restrictions granted to you. Nothing in the Agreement limits liability that cannot be limited under law.
d. Third-Party Intellectual Property. If a third party sues you claiming that our Services, excluding any portions of the same provided by our third-party providers, infringes their intellectual property rights, and your use of such Services has been in accordance with the terms and conditions of the Agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement approved by Thomson Reuters, provided the claim does not result from: (i) a combination of all or part of our Services with technology, products, services or data not supplied by Thomson Reuters; (ii) modification of all or part of our Services other than by Thomson Reuters or our subcontractors; (iii) use of a version of our Services after we have notified you of a requirement to use a subsequent version; or (iv) your breach of the Agreement. Our obligation in this Section 8(d) is conditioned on you (1) promptly notifying Thomson Reuters in writing of the claim; (2) supplying information we reasonably request; and (3) allowing Thomson Reuters to control the defense and settlement. We may remedy any alleged or anticipated infringement of a third-party intellectual property right by (a) procuring the right for you to continue using the Service in accordance with the Agreement; (b) replacing the affected Property 87 General Terms and Conditions 7
with replacements that do not alter the fundamental nature of the relevant Service; or (c) taking any of the actions in Sections 9(b) or 9(c).
e. Your Obligations. You are responsible for any loss, damage or cost we and our Affiliates incur arising out of or in connection with a third-party claim, or a regulatory fine or penalty, connected to: (i) an allegation that our or our Affiliates’ use of the information, data, software, or other materials provided to us by you or on your behalf, which we host, use or modify in the provision of our Services infringes the intellectual property rights of a third party (except to the extent of any indemnity we provide you under Section 8(d) (Third-Party Intellectual Property); (ii) your or your subcontractors’ use of the Property in breach of the Agreement or in violation of applicable law; (iii) our or our Affiliates’ compliance with any instruction given by you to us in the course of the provision of our Services; or (iv) an assertion by any person accessing or receiving the benefit of any part of our Services through you. f. Customer Assistance. We are not responsible if the Services fail to perform due to your or your third-party service provider’s systems, software, hardware, or actions or inactions. We may assist you in investigating and resolving any such failures, subject to the parties agreeing to a written statement of work in advance setting forth the terms, scope, and fees.

9. Term, Termination
a. Term. The term and any renewal terms for the Services are described in the applicable Ordering Document. If not otherwise stated in the applicable Ordering Document, the Agreement will automatically renew annually unless either party gives the other at least 30 days written notice before the end of the then current term. b. Suspension. We may suspend or limit your use of the Services, or modify the terms on which it is provided, if (i) we are required to do so by a third-party provider, court or regulator; (ii) there has been or it is reasonably likely that there will be: (1) a breach of security; (2) a breach of the Agreement or another agreement between us; or (3) a violation of applicable law or third-party rights. We will notify you prior to such suspension or limitation unless we determine, in good faith, that (i) we are prohibited from doing so under applicable law or legal process; or (ii) it is necessary to delay notice to prevent imminent harm to us or a third party. Charges remain payable in full during periods of suspension or limitation arising from your fault or breach of the Agreement or another agreement between us. We may terminate the Agreement, in whole or in part, upon written notice following a suspension or limitation of your use of the Services if we determine that the cause of the suspension or limitation is not capable of cure or has not been cured within the time frame required by us. c. Termination. Either party may terminate the Agreement immediately upon written notice if the other party commits a material breach of the Agreement and fails to cure such breach within 30 days of written notice by the non-breaching party. Any misrepresentation by you or failure to fully pay any amount when due under the Agreement is a material breach for this purpose. Either party may terminate the Agreement upon written notice if the other party becomes insolvent or makes a general assignment for the benefit of its creditors. We may terminate the Agreement, in whole or in part, upon reasonable notice in relation to a Service which is being discontinued. d. Pro Rata Refunds. If we suspend your use of the Services or terminate the Agreement for reasons not related to your fault or breach of the Agreement or another agreement between us, you will be entitled to a pro rata refund of any recurring charges paid in advance for Services that have not been rendered. To the extent permitted under applicable law or regulation, you will also be entitled to a pro rata refund of the relevant portion of any indirect taxes paid in advance for Services that have not been rendered. e. Effect of Termination. Except to the extent we have agreed otherwise, upon expiration or termination of the Agreement, all licenses and rights granted herein shall end immediately and you must uninstall or destroy all of the Property. Additionally, upon expiration or termination, at your request, we will, at our discretion, either return or destroy your Confidential Information, except as may be required for archival or compliance purposes. Termination of the Agreement will not (i) relieve you of your obligation to pay Thomson Reuters or its agent any amounts you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue or those that expressly state shall survive termination.
f. Amendments. We may modify these General Terms, any applicable product specific terms, or any additional terms incorporated in these General Terms (including, but not limited to, Third-Party Provider Terms, DSA, and 88 General Terms and Conditions 8
DPA), at any time by providing notice to you by posting the updated terms at http://tr.com/us-general-terms-andconditions (or the applicable product specific terms link in the Ordering Document), providing notice to you through your TR account (i.e., My Account or Self-Service Portal), sending you a renewal notice communication, or using other similar means. Modified terms become effective 30 days after such notice. By using the Services after the effective date, you agree to be bound by the most recent version of the terms. You are responsible for reviewing and becoming familiar with any such modifications.
g. Force Majeure. We are not liable for any damages or failure to perform our obligations under the Agreement because of circumstances beyond our reasonable control. If those circumstances cause material deficiencies in the Services and continue for more than 30 days, either party may terminate any affected Service on written notice to the other.

10.Third-Party Rights
Our third-party providers benefit from our rights and remedies under the Agreement. Except for our third-party providers, no other third parties have any rights or remedies under the Agreement.

11. General
a. Assignment. Unless otherwise provided in this Section 11(a), neither party may assign or transfer (by operation of law or otherwise) any right or obligation under the Agreement to anyone else without the other party’s prior written consent, which may not be unreasonably withheld or delayed. We may delegate or transfer any obligation set forth in the Agreement, assign the Agreement, or assign any rights or remedies granted in the Agreement in whole or in part (i) to an Affiliate; (ii) in connection with our or our Affiliate’s sale of a division, Service; or (iii) in connection with a reorganization, merger, acquisition, divestiture or similar business transaction. We may subcontract any of the Services in our sole discretion. Any assignment, delegation or other transfer in contravention of this Section 11(a) is void.
b. Feedback. You may voluntarily provide any comments, suggestions, ideas or recommendations (collectively, “Feedback”) to Thomson Reuters, and if so, you grant Thomson Reuters a perpetual, irrevocable, transferable, nonexclusive right, without charge, to use any Feedback you provide related to any of the Property in any manner and for any purpose.
c. Agreement Compliance. We or our professional representatives may review your compliance with the Agreement throughout the term of the Agreement. If the review reveals that you have exceeded the authorized use permitted by the Agreement, you will pay all unpaid or underpaid charges. d. Governing Law. Unless otherwise stated in the applicable Ordering Document, the Agreement will be governed by the laws of the State of New York and each party hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts of the State of New York located in New York County to settle all disputes or claims arising out of or in connection with the Agreement.
e. Precedence. If there is conflict among any elements of the Agreement, the descending order of precedence is:
any applicable Third-Party Provider Terms contained in Section 3(c) of these General Terms; the applicable Ordering Document; any applicable product specific terms; any applicable additional terms for Services with generative AI skills, these General Terms; and any remaining provisions of the Agreement. f. Trials. All trials or testing of our Services are subject to these General Terms unless we notify you otherwise.

Access to our Services for trials may only be used for your evaluation purposes. Unless we agree otherwise in writing, any data you enter into the Services, and any customizations made to the Services by or for you, during any trial may be permanently destroyed at the end of the trial. g. Support Provided. To assist in resolving technical problems with the Services, Thomson Reuters or its agents may provide telephone support and/or online access to its helpdesk or other self-help tools. Additional information related to the support provided by Thomson Reuters is available at http://thomsonreuters.com/support-andtraining. You may request assistance with any of the following: (a) issues caused by you or third-party information or materials; (b) any Services, or any versions of Services, that we have advised you are unsupported; (c) issues caused by your failure to follow our instructions or specifications; (d) Services not located in or conforming to the operating environment specified in the Agreement; (e) issues caused by accidents, modifications, support, 89 General Terms and Conditions 9
relocation or misuse of the Service not attributable to us; or (f) your networking or operating environment. Additional charges for such assistance may apply.
h. No Waiver. If either party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy.
i. Severability. If any part of the Agreement that is not fundamental is illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. If such modification is not possible, the part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the Agreement.
j. Damages Not an Adequate Remedy. Notwithstanding any express remedies provided under this Agreement and without prejudice to any other right or remedy which a party may have under applicable law, each party acknowledges and agrees that damages alone may not be an adequate remedy for any breach by it of the provisions of Section 3(g) (Use Restrictions), 3(h) (Acceptable Use), or Section 6 (Confidentiality) of the Agreement.

In the event of any such breach or anticipated breach, a party to the Agreement may seek the remedies of injunction and/or an order for specific performance.
k. Consent to Electronic Communications. You hereby consent to receiving electronic communications from us.

These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. l. Notices. Except as otherwise provided in the Agreement, all notices under the Agreement must be in writing and sent by email or mail, courier, fax or delivered in person at the address set out on the relevant Ordering Document between the parties (or such other more recent address notified to the other). However, we may give technical or operational notices or notices of Third-Party Provider Terms via publication on the URL in Section 3(c) or within the Services themselves.
m. Relationship. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties. n. Entire Agreement and Non-Reliance. The Agreement contains the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, proposals and other representations, verbal or written, in each case relating to such subject matter, including without limitation any terms and conditions appearing on a purchase order or other form(s) used by you. Each party acknowledges that, in entering into the Agreement, it has not relied on any representations made by the other party that are not expressed in the Agreement.

Prior Versions of the General Terms
Version 5.0 (US) Last Modified November 2023 is available here.

Version 4.1.1 (US) Last Modified September 2023 is available here. 90 This DPA shall be effective for all contracts and renewals entered into on or after February 1, 2025.

THOMSON REUTERS DATA PROCESSING

ADDENDUM
Version 3
Effective 1, February 2025
This Data Processing Addendum (“DPA”) is incorporated into the Agreement between Thomson Reuters and Customer and sets out the obligations of both parties with respect to the Processing of Customer Personal Data in connection with the Agreement. Unless otherwise defined herein, any capitalized terms shall have the meanings given to them in the Agreement or in Applicable Data Protection Law.

1. DEFINED TERMS. The following termsshall have the following meaningsin this DPA:

1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;

1.2. “Agreement” means the underlying agreement between Thomson Reuters and Customer for the provision of the Services that references and incorporates this DPA;

1.3. “Applicable Data Protection Law” means data privacy and cybersecurity laws to the extent applicable to the relevant party’s Processing of Customer Personal Data, which may include: (a) the General Data Protection Regulation (Regulation (EU) 2016/679) (and any national implementing laws, regulations and secondary legislation, as amended, updated or replaced from time to time); and/or (b) the California Consumer Privacy Act of 2018 as set forth in Cal. Civ. Code § 1798.100 et seq. (and as amended by the California Privacy Rights Act of 2020, together with the regulations promulgated pursuant thereto), in each case as amended from time to time;

1.4. “Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to Applicable Data Protection Law, and (b) is permitted to use the Services pursuant to the Agreement between Customer and Thomson Reuters, but has not signed its own Agreement or Order Form with Thomson Reuters and is, therefore, not a “Customer” as defined under this DPA;

1.5. “Customer” means the legal entity which has directly entered into the Agreement for Services with Thomson Reuters or its Affiliates;

1.6. “Customer Personal Data” means the Personal Data that Customer or its Authorized Affiliate provides under the Agreement for Thomson Reuters to Process on behalf of Customer in connection with the Services. Customer Personal Data does not include information that is (i) deidentified, anonymized, aggregated, publicly available information, or business contact data (unless the Applicable Data Protection Law otherwise considers such information as Personal Data), (ii) Usage Statistics; or (iii) any information that the 91 Applicable Data Protection Law specifically states does not constitute Personal Data;

1.7. “Data Security Addendum” means either (a) the Thomson Reuters Data Security Addendum set forth at tr.com/trdsa, or (b) if applicable, a negotiated data security addendum that is incorporated into the Agreement by the parties, in each case as it may now or hereafter be amended;

1.8. “Data Privacy Framework” or “DPF” means the EU-U.S. Data Privacy Framework (EUU.S. DPF), the UK Extension to the EU-U.S. Data Privacy Framework (UK Extension to the EU-U.S. DPF), and the SwissU.S. Data Privacy Framework (Swiss-U.S. DPF) developed to facilitate transatlantic commerce by providing reliable mechanisms for personal data transfers to the United States from the European Union and European Economic Area, the United Kingdom (and Gibraltar), and Switzerland that are consistent with EU, UK, and Swiss law;

1.9. “DPF Principles” means the binding set of requirements that govern DPF-participating organizations’ use and treatment of Personal Data received from the EU/UK or Switzerland under, respectively, the EU-U.S. Data Privacy Framework Principles (which apply to the EU- U.S. DPF and the UK Extension to the EU-U.S. DPF) and the Swiss-U.S. Data Privacy Framework Principles (which apply to the Swiss-U.S. DPF);

1.10. “Security Breach” shall have the meaning ascribed to it in the Data Security Addendum;

1.11. “Services” means the products or services provided by Thomson Reuters to Customer pursuant to the Agreement;

1.12. “Standard Contractual Clauses” means those model clauses approved pursuant to Applicable Data Protection Law that legitimizes the transfer of Personal Data across borders, including the Standard Contractual Clauses approved by the European Commission which can be found here;

1.13. “Subprocessor” means a subcontractor used by Thomson Reuters to provide Services, where such subcontractor Processes Customer Personal Data;

1.14. “Thomson Reuters” means the named Thomson Reuters entity that has entered into the Agreement for Services with Customer;

1.15. “Transfer” meansthe international transfer of Customer Personal Data;

1.16. “Usage Statistics” means information that is generated by or on behalf of Thomson Reuters and is derived by or through the use of the Services; and

1.17. “Controller” also referred to as “Business”, “Processor” also referred to as “Service Provider”, “Data Subject” also referred to as “Consumer”, “Personal Data” also referred to as “Personal Information”, “Process” or “Processing”, and “Sell” or “Selling” (or any of their analogous terms) shall all have the meanings set out in the relevant Applicable Data Protection Law.

2. PROCESSING OF CUSTOMER PERSONAL DATA AND PARTIES’ OBLIGATIONS.

2.1. Compliance with Laws. Each party agrees to comply with its own obligations under Applicable Data Protection Laws.

2.2. Parties’ Obligations. With respect to the Processing of Customer Personal Data in 92 connection with the Services, the parties agree that:

2.2.1. Customer is the Controller of Customer Personal Data and, consequently, Thomson Reuters is a Processor thereof, in which the parties agree that the Customer Personal Data is being disclosed to Thomson Reuters only for such limited and specified purposes as described in Customer’s instructions, including the purpose of Processing and Processing activities as set forth in the Agreement;

2.2.2. Each party will (i) inform the other if, in its reasonable opinion, an instruction infringes on its own obligations under Applicable Data Protection Law or other laws and (ii) upon reasonable request, provide assistance required under Applicable Data Protection Law with respect to data protection impact assessments, consulting with relevant data protection authorities, and/or making available relevant information necessary to demonstrate compliance with Applicable Data Protection Law;

2.2.3. Without limiting Section 2.1, Customer represents and warrants that it has obtained all consents for and rights to, and has provided all necessary notices to Data Subjects with respect to, the Customer Personal Data as required for the same to be Processed as contemplated by the Agreement; and

2.2.4. Except as required under Applicable Data Protection Law, Customer acknowledges and agrees that Thomson Reuters is under no duty to independently collect consent from or provide notice to any Data Subjects or to investigate the completeness, accuracy, or sufficiency of any specific Customer instruction or Customer Personal Data.

3. OBLIGATIONS OF THOMSON REUTERS. Thomson Reuters will take stepsto ensure that:

3.1. Limitations on Processing. It only Processes the Customer Personal Data hereunder in alignment with Customer’s instructions, including those set forth in the Agreement;

3.2. Personnel. Its personnel (including staff, agents, and Subprocessors) who handle Customer Personal Data are subject to a duty of confidentiality;

3.3. Security. It maintains and implements appropriate technical and organisational measures designed to protect Customer Personal Data against unauthorized destruction, loss, alteration, disclosure thereof, or access thereto. The parties agree that the security measures set forth on the Data Security Addendum are in scope and fulfill the obligations of this Section;

3.4. Access Requests. It will provide reasonable cooperation to Customer or a Data Subject to fulfil a Data Subject’s request to access, correct, delete, or cease processing of Personal Data. To the extent Thomson Reuters receives a request, correspondence, enquiry, or complaint from a regulator that directly relates to Customer Personal Data, then (to the extent permissible) it will promptly refer the same to Customer for handling;

3.5. Breach Notification. It will report a Security Breach as required and in accordance with Section 4 of the Data Security Addendum, including that, to the extent known, it shall provide relevant information and reasonable cooperation so that Customer can fulfil its own obligations as Controller. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s users;

3.6. Deletion and Retention. Upon request, it will delete the Customer Personal Data in its (or its Subprocessors’) possession, except to the extent that Thomson Reuters is required to retain 93 such data by law or its data retention policies (in which case Thomson Reuters shall isolate and protect such Customer Personal Data from further active Processing except to the extent required by law);

3.7. Subprocessors. It will impose written data protection terms on any Subprocessor that are no less restrictive than the terms of this DPA; remain primarily liable for acts or omissions of its Subprocessor in the same manner as for its own acts or omissions under the Agreement, in which Customer hereby (a) provides its general authorization for Thomson Reuters to engage Subprocessors to carry out its obligations under the Agreement; and (b) agrees that Thomson Reuters does not provide tailor-made services and, therefore, the Services and related Personal Data protection solutions and operations, including engagement of any Subprocessor by Thomson Reuters, are offered “as is”;

3.7.1. Updates and Objection. Thomson Reuters’ Subprocessors, and updates thereof, can be found on its webpages here or in other notices provided from time to time. Thomson Reuters will provide Customer the opportunity to reasonably object to the appointment or replacement of a Subprocessor. To the extent reasonable, Thomson Reuters will either give Customer an opportunity to pay for the Service without use of the objectionable Subprocessor or terminate, subject to the terms of the Agreement, the specific Service(s) affected by the Subprocessor at issue; and

3.8. Audits. It will allow for and contribute to audits conducted by Customer or an external auditor selected by Customer in accordance with Section 3 of the Data Security Addendum.

At Customer’s expense and to the extent a more extensive audit is granted by Thomson Reuters, then the parties agree to negotiate, in good faith, a statement of work that outlines the scope and time frames of the audit.

4. DATA TRANSFERS.

4.1. General. Customer (or its agents) or Thomson Reuters will only Transfer (including any onward Transfers) Customer Personal Data as permitted by Applicable Data Protection Law.

4.2. Transfers of European Personal Data. To the extent Customer and/or Thomson Reuters participate in a Data Privacy Framework (DPF) and such party’s participation governs the relevant Transfers of Personal Data pursuant to the Agreement, then the partiesshall comply with each of their respective requirements of the Data Privacy Framework, including the DPF Principles. If, under Applicable Data Protection Laws in the relevant jurisdiction, the Data Privacy Framework does not cover the relevant Transfers and/or the relevant DPF is invalidated, the parties agree that the terms of the EU Standard Contractual Clauses, the UK Addendum, or UK International Data Transfer Agreement shall apply to any Transfers of Personal Data governed by GDPR (or by the Applicable Laws of a jurisdiction other than the EU/EEA where such laws expressly recognize the GDPR Standard Contractual Clauses as a mechanism to legitimize the Transfer of Personal Data) and/or the UK GDPR, respectively, to a country that has not received an adequacy decision, provided that Customer shall first perform a transfer impact assessment and implement any required additional safeguards prior to transferring the Personal Data.

4.3. Other Data Transfers. If Applicable Data Protection Law requires the participation of Thomson Reuters to legitimize the Transfer, such as the execution of Standard Contractual Clauses, then Customer shall notify Thomson Reuters and the parties will cooperate in good faith to implement the required transfer mechanism.

5. GENERAL. All other terms and conditions of the Agreement remain in full force and effect. In the event of any inconsistencies between this DPA and the Agreement, this DPA shall prevail as 94 it relates to the Processing of Customer Personal Data only. In the event of any inconsistencies between this DPA and Applicable Data Protection Law, the relevant Applicable Data Protection Law shall prevail but only to the extent that it governs the Processing of Customer Personal Data.

Version History
Prior Version Effective Date
www.tr.com/trdpa-jan-3-2023 January 3, 2023
www.tr.com/trdpa-june-7-2021 June 7, 2021
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Last Modified: November 3, 2023

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THOMSON REUTERS DATA SECURITY ADDENDUM
This Data Security Addendum (the “Addendum”) amends the Agreement between Thomson Reuters and Customer and sets out the obligations of both parties regarding the security of Your Data in connection with the Agreement. In the event of a conflict between the terms and conditions of this Addendum and the Agreement, the terms and conditions of this Addendum will take precedence only with respect to the security of Your Data. Customer will be the same as “Customer”, “Client”, or “you”; and Thomson Reuters will mean the same as “us”, “we”, “TR” or “Thomson Reuters”, as the terms may be used in the Agreement.

1. INFORMATION SECURITY PROGRAM

1.1 Thomson Reuters will maintain an information security program that adopts the International Organization for Standardization (ISO/IEC 27002:2013) and/or the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). The program will include, but is not limited to, the following components:
(i) Information security policy framework;
(ii) Program documentation;
(iii) Auditable controls;
(iv) Compliance records; and
(v) Appointed security officer and information security personnel.

1.2 Thomson Reuters will establish and maintain information security policies designed to protect the confidentiality and integrity of Your Data hosted in the Services, which will include the following:
(i) Policies to restrict access to Your Data only to authorized Thomson Reuters personnel and subcontractors;
(ii) Policies requiring the use of user IDs, passwords, and multi-factor authentication to access Your Data;
(iii) Policies requiring connections to the internet to have commercially reasonable controls to help detect and terminate unauthorized activity prior to the firewall maintained by Thomson Reuters;
(iv) Policies requiring performance of periodic vulnerability assessments; (v) Policies for the use of anti-malware and patch management controls to help protect against virus or malware infection and exploitation of security vulnerabilities; and (vi) Policies and standards for the use of auditable controls that record and monitor activity.

1.3 Thomson Reuters will train and communicate to Thomson Reuters personnel its defined information security principles and information security policies and standards in accordance with the following:
(i) Applicable Thomson Reuters personnel will be required to take training, both at hire and on a regular basis, in information security practices and the correct use of 96 Thomson Reuters Data Security Addendum
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Last Modified: November 3, 2023

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information processing facilities to minimize possible security threats; (ii) Applicable Thomson Reuters personnel will be instructed to report any observed or suspected threats, vulnerabilities, or incidents to our Security Operations Center; and
(iii) Thomson Reuters information security personnel will be made aware of reported information security threats and concerns and will support the Thomson Reuters information security policy in the course of their normal work.

1.4 Thomson Reuters will be responsible for its personnel’s compliance with the terms of the Agreement and with Thomson Reuters standard policies and procedures. Thomson Reuters will maintain a disciplinary process to address any unauthorized access, use, or disclosure of Your Data by any Thomson Reuters personnel.

1.5 Thomson Reuters will maintain a formal plan for incident response to promptly respond to suspected or confirmed breaches of Your Data in accordance with regulatory and legal obligations.

1.6 Thomson Reuters policy with respect to user IDs and passwords for Thomson Reuters personnel accessing Thomson Reuters systems includes, but is not limited to, the following components:
(i) Each user has a unique account identifier or user ID; (ii) Each user ID or account is assigned a password;
(iii) User IDs are added, modified, and deleted in accordance with Thomson Reutersapproved account management processes; (iv) Verification of user identify before password resets; (v) Passwords must conform to defined criteria that included length, complexity requirements and limitations on reuse;
(vi) User IDs, passwords and tokens are not shared or used by anyone other than the user to whom it was assigned;
(vii) Temporary or default passwords are set to unique values and changed after first use;
(viii) User ID password changes are required at least every ninety (90) days; (ix) Failed and repeated access attempts are locked for a reasonable and appropriate duration;
(x) Idle sessions are locked after a commercially reasonable period of time; and (xi) User IDs are disabled after personnel termination.

2. DATA SECURITY CONTROLS

2.1 Application Strategy, Design, and Acquisition.
(i) Thomson Reuters will inventory applicable applications and network components and assess their business criticality.
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(ii) Thomson Reuters will review critical applications regularly to ensure compliance with industry and commercially reasonable security standards.

2.2 Anti-Virus and Anti-Malware.
(i) Thomson Reuters will implement and configure industry standard anti-virus and anti-malware software on systems holding or processing Your Data for regular signature updates.
(ii) Thomson Reuters will implement threat management capabilities designed to protect systems holding or processing Your Data.

2.3 Network Security.
(i) Thomson Reuters will configure network devices (including routers and switches) according to approved lockdown standards.
(ii) Thomson Reuters will segregate the data center networks into separate logical domains with the network security controls approved by its security personnel.

2.4 Web and Application Security.
(i) Thomson Reuters will maintain commercially reasonable security measures for internet-accessible applications, including:
a. Implementing processes for developing secure applications; b. Performing pre-deployment and ongoing security assessments of internetaccessible applications; c. Developing internet-accessible applications based on secure coding guidelines such as those found in the Open Web Application Security Project (OWASP) Development Guide; and
d. Validating the input, internal processing, and output of data in internetaccessible application(s). (ii) Thomson Reuters will implement a change management process for documenting and executing operational changes in Services.

2.5 Compliance.
(i) Thomson Reuters will establish and adhere to policies that comply with laws and regulations that are applicable to Thomson Reuters and its provision of Services.

Thomson Reuters does not determine whether Your Data includes information subject to any specific law or regulation and compliance with any such law or regulation is the sole responsibility of the Customer.
(ii) To the extent legally permitted, Thomson Reuters will endeavor to notify Customer promptly after Thomson Reuters receives correspondence or a complaint from a government or regulatory official or agency related to the security of Your Data.

For purposes of the foregoing, a correspondence or complaint excludes normal customer service correspondence or inquiries.

2.6 Physical and Environmental Security.

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perimeter, with generally accepted industry standard security barriers and entry controls for providers of similar services, including:
(i) Such Thomson Reuters facilities will be physically protected from unauthorized access, damage, and interference;
(ii) Access to such facilities will be logged and logs will be maintained; (iii) Procedures will be maintained for visitors and guests accessing such Thomson Reuters facilities; and
(iv) Thomson Reuters will employ physical safeguards designed to protect Thomson Reuters Services systems from security threats and environmental hazards.

2.7 Security Testing and Patching.
(i) Thomson Reuters will perform security testing for common security coding errors and vulnerabilities against systems holding or processing Your Data in line with generally accepted industry standards.
(ii) Thomson Reuters will regularly scan systems holding or processing Your Data for security vulnerabilities.
(iii) Thomson Reuters will follow a commercially reasonable and industry standard security patching process.

2.8 Exchange, Transfer, and Storage of Information.
(i) Thomson Reuters shall ensure that all account usernames and authentication credentials are stored and transmitted across networks and protected with a minimum of 128 AES encryption. Thomson Reuters shall not store user credentials in clear text under any circumstances. Your Data shall be encrypted at a minimum of 256 AES when in transit and at rest. Thomson Reuters will also use encryption for Your Data being transmitted across the public Internet or wirelessly, and as otherwise required by applicable laws. Thomson Reuters will hold such encryption keys in the strictest of confidence and limit access to only named individuals with a need to have access.
(ii) Your Data will not be stored or transported on a laptop or any other mobile device or storage media, including USB, DVDs, or CDs, unless encrypted using a commercially reasonable encryption methodology. All electronic data transfers of Your Data by Thomson Reuters will be transmitted via SFTP or other commercially reasonable encrypted form.

2.9 Penetration Testing, Monitoring, Vulnerabilities.
(i) Thomson Reuters or an appointed third party may periodically perform penetration testing on the Thomson Reuters systems supporting the Services. Upon written request, Thomson Reuters shall make available to Customer a summary on the outcome of such relevant penetration testing or an executive summary of the penetration testing results.
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(iii) Thomson Reuters will classify any vulnerability findings identified as emergency, critical, high, medium, or low in accordance with generally accepted industry standards for providers of similar services, and in accordance with Thomson Reuters risk assessment policies. Although the actual timeframe needed to affect such remediation will depend on the nature of the finding, Thomson Reuters will undertake commercially reasonable efforts to correct vulnerabilities according to the following timeframes:

Vulnerability
Classification Definition Remediation Goal
Emergency
A vulnerability that has a high
probability of being widely exploited in
a manner disruptive to normal business
operations
Begin deployment of
patches and mitigations
promptly, without undue
delay, and complete
remediation activities
within seven (7) days
Critical
A vulnerability that has a high
probability of being exploited that could
result in broad exposure of confidential
information or disruption of service, but
the nature of the vulnerability does not
reach the level of an “emergency” risk
Without undue delay and
in any event within thirty
(30) days
High Risk
A vulnerability that has a reasonably
high probability of being exercised that
could allow broad exposure or
compromise of confidential information
or disruption of service.

Without undue delay and
in any event within sixty
(60) days
Medium Risk A vulnerability that has a medium
probability of being exercised.

Without undue delay and
in any event within ninety
(90) days
Low Risk A vulnerability that has a low
probability of being exercised.

Best efforts to address
vulnerability in
accordance with Thomson
Reuters risk management
policies. Depending on
the scope of the
vulnerability, correction
may be addressed in the
next scheduled update.

2.10 Personnel Access. Thomson Reuters will implement controls designed to manage its personnel’s access to systems supporting the Services to be granted on a need-to-know basis consistent with assigned job responsibilities, which may include the use of role-based 100
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access controls to help ensure appropriate access rights, permissions, and segregation of duties.

2.11 Segregation of Data. Thomson Reuters agrees that Your Data hosted within the Services in a production environment is maintained so as to preserve logical segregation of Your Data from data of others.

2.12 Data Removal, Deletion and Destruction. If not otherwise set forth in the applicable Agreement, upon conclusion or termination of the Services at the written request of the Customer, Thomson Reuters will securely destroy and, upon request, confirm the destruction of all copies of Your Data in any electronic or non-electronic form, except (i) for backup or archival copies kept in the normal course of business, including as part of a defined data retention program; or (ii) to the extent necessary to comply with applicable law and regulations.

2.13 Adjustment of Data Security Controls. Thomson Reuters will evaluate and may adjust its data security controls in light of: (i) the results of the testing monitoring; (ii) any material changes to Thomson Reuters operations or business arrangements; (iii) the results of risk assessments performed; or (iv) any other circumstances that Thomson Reuters knows or has reason to know may have a material impact on its data security controls.

3. SECURITY QUESTIONNAIRES AND ASSESSMENTS

3.1 No more than once per calendar year, Customer may request Thomson Reuters in writing to complete an information security questionnaire, or by way of a secure portal, be provided with a pre-populated security questionnaire in an industry recognized format.

Thomson Reuters agrees to respond to such questionnaire as soon as commercially reasonable. Customers who purchase multiple products under one or more agreements will coordinate requests into a single questionnaire per calendar year. You agree that the information contained in such responses are the proprietary and confidential information of Thomson Reuters.

3.2 To the extent Thomson Reuters performs and makes available to customers an independent third-party assessment or certification with respect to that service (e.g., ISO 27001, SOC 2), upon Customer’s request, Customer may review an available executive summary of the results of such security assessments for the Services containing Your Data. You agree that the information contained in such assessment, certification, or executive summary are the proprietary and confidential information of Thomson Reuters.

4. NOTIFICATION OF SECURITY BREACH

4.1 Thomson Reuters will, without undue delay but in any event within seventy-two (72) hours of discovery, notify Customer of a Security Breach. Thomson Reuters agrees that it will not inform any third party of any Security Breach naming you without first obtaining Customer's prior written consent, unless if (i) required by applicable law or regulation; or (ii) such disclosure is in furtherance of a Thomson Reuters security breach investigation or the execution of its response plan.

4.2 In the event of any such Security Breach, Thomson Reuters will take commercially reasonable measures and actions to remedy or mitigate the effects of the Security Breach and will perform a root cause analysis to identify the cause of such Security Breach. 101
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4.3 Upon Customer’s reasonable request, Thomson Reuters may provide documentation related to such Security Breach, including, to the extent known, a summary of the cause of such Security Breach and steps taken to remedy the Security Breach and to prevent a reoccurrence. Thomson Reuters will reasonably cooperate with Customer in seeking injunctive or other equitable relief against any third party deemed responsible or complicit in the Security Breach.

4.4 If legally permitted, in the event of a Security Breach, Thomson Reuters agrees to reasonably cooperate with Customer with protecting its rights relating to the use, disclosure, protection, and maintenance of Your Data.

5. BUSINESS CONTINUITY AND DISASTER RECOVERY
Thomson Reuters will, at all times while this Agreement is in effect, maintain a Business Continuity and Disaster Recovery Plan. Thomson Reuters will perform periodic testing of its Business Continuity and Disaster Recovery Plan to confirm its effectiveness. Upon Customer request, Thomson Reuters will provide a high-level report about the outcome of its latest Business Continuity and Disaster Recovery Plan test.

6. SERVICES RESILIENCE

6.1 Thomson Reuters will use commercially reasonable efforts to restore the Services by having offline backups of application data, infrastructure components and configuration settings.

6.2 Thomson Reuters will use commercially reasonable efforts to protect Services that host or process Your Data against denial-of-service attacks by implementing denial-of-service mitigation solutions.

7. SHARED SECURITY OBLIGATIONS
You agree that you are responsible for all transactions that occur on your account and that it is your responsibility to ensure that you and your users use unique usernames and strong passwords for each account used to access the Services. You agree that you and your users must hold in confidence all usernames and passwords used for accessing the Services, and each user must immediately change their username/password combinations that have been acquired by or disclosed to an unauthorized third party. You also agree to enroll and require your personnel and other users to enroll in multi-factor authentication (“MFA”) where made available to you, and you are responsible for all transactions and other activity that would have been prevented by the proper use of MFA. Additionally, you will notify Thomson Reuters if you become aware of any unauthorized third-party access to Thomson Reuters data or systems and will use reasonable efforts to remedy identified security threats and vulnerabilities to your systems.

8. BACKGROUND CHECKS
Employment background checks serve as an important part of Thomson Reuters selection process. Verifying background information validates a candidate’s overall employability or an employee’s suitability for a particular assignment. Depending on the country and position at issue, to the extent as is customary and permitted by law, all Thomson Reuters 102
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background checks may include identification verification, prior employment verification, criminal background information, global terror/sanctions checks and education verification. Thomson Reuters agrees to use qualified information security personnel to perform data security services.

9. DEFINITIONS
(i) “Agreement” means the underlying agreement between Thomson Reuters and Customer for the provision of Services that references and incorporates this Addendum.
(ii) “Business Continuity and Disaster Recovery Plan” means a business continuity, contingency and disaster recovery activation plan to minimize disruption in and reinstate the operation of the use of the Services by you due to a disaster or similar event.
(iii) “Documentation” means manuals, handbooks, guides and other user instructions, documentation and materials available through the product or provided by us regarding the capabilities, operation, and use of our Services. (iv) “Professional Services” means the implementation, customization, training, consulting or other professional services we provide, as may be described in the applicable Agreement.
(v) “Property” means our property, which includes, but is not limited to, our products, Services, information, Documentation, data (whether tangible or intangible) and Usage Information.
(vi) “Security Breach” means a confirmed breach of security that results in the unauthorized destruction, loss, alteration, disclosure of, or access to Your Data where such breach of security is likely to result in a significant risk of harm to you or your Data Subject(s) or where Thomson Reuters is required by applicable data protection law to notify you thereof.
(vii) “Services” means the cloud computing services, software-as-a-service, online research services, Professional Services, as well as any products, including installed software, supplied by Thomson Reuters that are detailed in the applicable Agreement.
(viii) “Usage Information” means any information, data, or other content (including statistical compilations and performance information) related to or derived from your access to and use of our Property.
(ix) “Your Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through the Services. For clarity, Your Data does not include any information belonging to Thomson Reuters or its licensors, including without limitation: any content provided by Thomson Reuters as part of the Services, authentication and security information, billing and customer relationship information, marketing information, and Usage Information.
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CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Arrest/Arrest
Records
Arrests Arrest Records See "Court Records" below
Boat Registrations Boat Registrations Boat Registrations Your use of this data may be subject to privacy restrictions imposed by Driver’s Privacy Protection Act (“DPPA”) and state law. If you access motor vehicle, driver’s license, state boat, or similar data, you will be required to acknowledge compliance with the law and to choose among “permissible uses” for the data. Thomson Reuters will store information from each search, including the password entered, permissible use indicated, date of search and search, as required to comply with statutory and contractual requirements.

Corporate Records
- California
Corporate Records -
California
Corporate Records
THIS CALIFORNIA SECRETARY OF STATE DATA IS FOR INFORMATIONAL PURPOSES ONLY. CERTIFICATION CAN ONLY BE OBTAINED THROUGH THE SACRAMENTO OFFICE OF THE CALIFORNIA SECRETARY OF STATE.

This data is provided for research purposes only and it is not the official record. Certified copies can only be obtained from the official source. Thomson Reuters makes every effort to provide you with the most current data, however, information reported in this data may have been paid, terminated, vacated or released prior to today’s date.

Corporate Records
- Michigan
Corporate Records -
Michigan
Corporate Records THIS DATA IS FOR INFORMATION PURPOSES ONLY. CERTIFICATION CAN ONLY BE OBTAINED THROUGH THE MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS, CSCLB, CORPORATIONS DIVISION.

Corporate Records
– New York
Corporate Records –
New York
Corporate Records
To the extent that any of the information, material or data obtained from Thomson Reuters is derived from the New York State, Department of State, Division of Corporations and state records:
(1) Any such information, material or data is not an official record of the Department of State or of the State of New York; (2) Thomson Reuters hereby represents and acknowledges that it is not an employee or agent, for any matter whatsoever, of the Department of State or the State of New York;
(3) Thomson Reuters, the Department and the State of New York make no warranties, guarantees or representations of any kind, whether express or implied, or arising by custom or trade usage as to any matter whatsoever, without limitation, and specifically make no implied warranty of merchantability, fitness for any particular purpose or use, including but not limited to adequacy, accuracy, correctness, completeness, currentness, reliability or conformity to any representation, description, sample or model; and
(4) Neither Thomson Reuters, the department of state, the state of New York, nor any of its officers or employees shall be responsible for any loss or damage caused by the use of the information, material or data.

CLEAR and Westlaw Public Records (Risk & Fraud)
Supplier Additional Terms & Disclaimers
104
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Court Records Court & Dockets All Court Databases
By accessing the various court records made available to you through the Service, you acknowledge that this data will only be used for a lawful and appropriate use in the ordinary course and scope of your business or profession. The fact that an individual has been arrested, in and of itself, does not indicate that a violation of any law has occurred or that a crime has been committed. This data is provided for informational purposes only and it is not the official record. For copies of the official record (of an incarceration, conviction or court filing record) contact the source agency or court.

Court Records Court & Dockets
Arizona Court Records –
Maricopa County
Justice Courts,
Maricopa County
Superior Court, Pima
County Consolidated
Justice Court, Arizona
Supreme Court
The above listed Courts in Arizona do not provide any warranties, express or implied, that the data provided is accurate, current, correct, or complete, nor do they make any representations regarding the identity of any persons whose names appear in the data. It is expressly understood that it is the responsibility of users to verify the data by personally comparing it with the official court records on file in the respective jurisdiction.

Court Records Court & Dockets Arkansas Court Records
The official custodian of all official court records for each court in Arkansas is the clerk of the court. The Arkansas Administrative Office of the Court (“AOC”) is not the official custodian of any case record and provides only copies of data entered or provided by clerks. Data provided through this service may not reflect pending or post-disposition activity on a case. The AOC does not warrant the accuracy of the data. To verify a record’s accuracy, contact the clerk of the court record.

Court Records Court & Dockets
California Sex Offender
Registry
Data from the California Sex Offender Registry may only be used to protect a person at risk and may not be used as the basis to take any adverse action against a person, including without limitation, using the data for purposes related to: (a) health insurance, (b) insurance, (c) loans, (d) credit, (e) employment, (f) education, scholarships, or fellowships, (g) housing or accommodations, or (h) benefits, privileges, or services provided by any business establishment.

Court Records Court & Dockets
California - Contra Costa
Municipal Court
User understands and agrees that any computer programming is done by county as a courtesy to user to allow filing information data to be copied in the form desired by user, rather than the form maintained by county, and user further understands and agrees:

A. that the filing information data is copied or derived from records maintained by county for county use and that the user's use of such data is completely incidental to the purpose of county use for which the data has been maintained.

B. that the data has not been developed with the intent of use or benefit to anyone other than county and has not been maintained in a manner intended to be useable, accurate or beneficial for user's use.

C. that it is quite possible that errors and omissions have occurred in any programming done by county to provide the data in the form desired by user, and user further understands and agrees that it is highly probable that errors and omissions will occur in any record keeping process, especially when large numbers of records are developed and maintained; notwithstanding, user agrees to take the records "as is", fully expecting that there may well be errors and omissions in the data obtained from county.

D. that county makes absolutely no warranty whatsoever, whether expressed or implied, as to the accuracy, thoroughness, value, quality, validity, merchantability, suitability, condition, or fitness for a particular purpose of the data and any programming used to obtain the data in the form desired by user, nor as to whether the data is up-to-date, complete or based upon accurate or meaningful fact.

E. that user hereby forever waives any and all rights, claims, causes of action or other recourse that it might otherwise have against county for any injury or damage of any type, whether direct, indirect, incidental, consequential or otherwise, resulting from any error or omission in such data or in any programming used to obtain the data in the form desired by user, or in any manner arising out of or related to this agreement or the data provided hereunder.

User further agrees that it will provide no copy (or partial copy) of any filing information data to any other entity, business or individual without 1) disclosing that the copy (or partial copy) of the data is obtained from Contra Costa records and 2) including a complete copy of the above disclaimers A – E with the copy (or partial copy) of the record.

Court Records Court & Dockets
Connecticut Department
of Corrections
This data contains names and information on individuals who are sentenced or currently on pre-trial status and have not been convicted. This information is not to be used for the purposes of criminal background checks.
105
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Court Records Court & Dockets
Connecticut Judicial
Branch Data
Data may not be used to allow, enable or otherwise support the transmission by e-mail, telephone or facsimile of mass, unsolicited, commercial advertising or solicitations to entities other than its own existing customers.

Court Records Court & Dockets Florida Court Records Data received from the Manatee County Clerk of Circuit Court is for use in the ordinary course of business. This data is provided for informational purposes only and it is not the official record. For copies of the official record (of an incarceration, conviction or court filing record) contact the source agency or court.

Court Records Court & Dockets
Idaho Sex Offender
Registry
The information in the Idaho sex offender registry is provided only for the purpose of protecting the public. It is not to be used for the purpose of harassing or intimidating anyone. A person who uses registry information to commit a criminal act against another person is subject to arrest and prosecution under sections 18-8326 or 18-8413, Idaho Code.

Court Records Court & Dockets
Illinois Court Records
(Circuit Court Cook
County)
You agree not to provide access to, or share, Cook County incarceration facility data obtained through CLEAR or Westlaw with U.S. Immigration and Customs Enforcement (ICE) or U.S. Customs and Border Protection (CBP).

The Circuit Court Cook County does not warrant the accuracy, completeness, or currency of this data. This data is not and may not be represented as an official record of the Court or of the Clerk. The official court record may be found in the hard copy files held and maintained by the Clerk. The Clerk provides no warranties, express or implied, that the information or data is accurate, complete or correct. Please note that Cook County, IL Commissioners approved an amendment to the Cook County Code known as the “Just Housing Ordinance” that prohibits the denial of a tenant’s application or continuing occupancy of residential real property based on criminal convictions.

You are responsible for compliance with the Just Housing Ordinance, the data use restrictions set forth in your contract, and all other applicable laws.

Court Records Court & Dockets Indiana Court Records
The data or information provided is based on information obtained from Indiana Courts on the date(s) indicated in the Indiana State & Federal Dockets Scope Information screen. The Division of State Court Administration and the Indiana Courts and Clerks of Court: 1) Do not warrant that the information is accurate or complete; 2) Make no representations regarding the identity of any persons whose names appear in the information; and 3) Disclaim any liability for any damages resulting from the release or use of the information. The user should verify the information by personally consulting the official record maintained by the court in question.

Court Records Court & Dockets
Indiana Court Records
Indiana Administrative
Office of the Courts
The data or information provided is based on information obtained from Indiana Courts on the date(s) indicated in the IN State & Federal Dockets Scope Information screen. It is the user’s responsibility to verify the information by personally consulting the official record maintained by the Indiana Court in question. Indiana Office of Judicial Administration and the Indiana Courts and Clerks of Court: 1) Do not warrant that the information is accurate or complete; 2) Make no representations regarding the identity of any persons whose names appear in the information; and 3) Disclaim any liability for any damages resulting from the release or use of the information.

Court Records Court & Dockets
Maine Sex Offender
Registry
The Maine Sex Offender Registry Data may be used for public safety and community awareness purposes only.

Court Records Court & Dockets
Nevada Sex Offender
Registry
Data from the Nevada Sex Offender Registry may not be used as the basis to take any adverse action against a person, including without limitation, using the data for purposes related to: (a) insurance, including health insurance (b) loans, (c) credit, (d) employment, (e) education, scholarships or fellowships, (f) housing or accommodations, or (g) benefits, privileges or services provided by any business establishment.

Court Records Court & Dockets
New Jersey Sex
Offender Registry
Data from the New Jersey Sex Offender Registry may not be used as the basis to take any adverse action against a person, including without limitation, using the data for purposes related to: (a) health insurance, (b) insurance, (c) loans, (d) credit, (e) education, scholarships, or fellowships, (f) benefits, privileges, or services provided by any business establishment, unless for purposes of public safety, or (g) housing or accommodations.

Court Records Court & Dockets
North Carolina Court
Records
The official custodian of all official court records for each county in North Carolina is the clerk of superior court of that county. To verify a record’s accuracy, contact the clerk of the court of record.
106
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Court Records Court & Dockets
North Carolina Court
Records NC
Administrative Office of
the Courts
We are not affiliated with the judicial branch of the State of North Carolina or with the North Carolina Administrative Office of the Courts (NC AOC) and cannot provide a certified or other official record of any court proceeding. We are solely responsible for the content of this report. Questions or concerns about any content must be directed to us. The official custodian of all official court records for each county in North Carolina is the clerk of superior court of that county. The NC AOC is not the official custodian of any case record and provides only copies of data entered by the clerks. Data provided through this service may not reflect pending or post-disposition activity on a case.

The NC AOC does not warrant the accuracy of the data. To verify a record’s accuracy or to obtain an official copy of a record of any court proceeding, contact the clerk of the county of record.

Court Records Court & Dockets
North Carolina Court
Records NC
Administrative Office of
the Courts
We are not affiliated with the judicial branch of the State of North Carolina or with the North Carolina Administrative Office of the Courts (NC AOC) and cannot provide a certified or other official record of any court proceeding. We are solely responsible for the content of this report. Questions or concerns about any content must be directed to us
Court Records Court & Dockets
North Dakota Court
Records
The data or information provided is based on information obtained from the North Dakota district courts as of the last working day of the most recent month. The Court Administrator and the North Dakota Supreme Court:

A. Do not warrant that the information is accurate or complete except for court purposes; B. Make no representations regarding the identity of any persons whose names appear in the records; and C. Deny liability for any damages resulting from the release or use of the data or information. The user should verify the information by personally consulting the official record reposing at the district court.

Court Records Court & Dockets
Ohio Dept of
Rehabilitation and
Correction
The Ohio Department of Rehabilitation and Correction does not warrant the comprehensiveness, completeness, accuracy or adequacy for any particular use or purpose of the Ohio data and expressly disclaims all warranties express or implied as to any matter whatsoever. The Ohio Department of Rehabilitation and Correction will not be responsible for any loss or damage caused by the use of the Ohio data.

Court Records Court & Dockets Oregon Court Records
The data or information provided is not the official records of the court. Data provided may not reflect the most current disposition activity.

Users should verify the data and information by consulting the official court record maintained by the court in question. The official custodian of all official circuit and appellate court records in Oregon is the clerk or court administrator of the respective circuit and appellate court. The official court records are the OECI and ACMS data repository systems themselves.

Court Records Court & Dockets
Pennsylvania Court
Records
Electronic case record information received from the Commonwealth of Pennsylvania is not an official case record; official case records are maintained by the court in which the record was filed. The data or information provided is based upon information received by the Administrative Office of Pennsylvania Courts (“AOPC”). AOPC makes no representation as to the accuracy, completeness or utility, for any general or specific purpose, of the information provided and as such, assumes no liability for inaccurate or delayed data, errors or omissions. Use of this information is at your own risk. AOPC makes no representations regarding the identity of any persons whose names appear in the records. Use should verify that the information is accurate and current by personally consulting the official record reposing in the court wherein the record is maintained.

Court Records Court & Dockets Utah Court Records
The data provided is based on data obtained from the Utah Administrative Office of the Courts. Neither the Administrative Office of the Courts, nor any other courts of the State of Utah provide any warranties, express or implied, that the data provided is accurate, current, correct, or complete, nor do they make any representations regarding the identity of any persons whose names appear in the data. It is expressly understood that it is the responsibility of users to verify the data by personally comparing it with the official court records on file with the court of origin. 107
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Court Records Court & Dockets
Washington Court
Records
The data provided is based on information obtained from the courts as of the period of time covered by the most current update. The Administrative Office of the Courts and the Washington Courts (“AOC”): 1) do not warrant that the information is accurate or complete except for court purposes; 2) make no representations regarding the identity of any persons whose names appear in the Index; and 3) deny liability for any damages resulting from the release or use of the data. To verify the information, the user should personally consult the "official" record reposing at the court of record. 4) Not all information provided by AOC is being made available in the report as sealed or restricted cases are excluded. In addition to the terms of your subscription agreement and without in any way limiting your subscription agreement, you acknowledge and agree that:

DISCLAIMER OF WARRANTIES: THE AOC PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO INFORMATION OR DATA PROVIDED UNDER THIS AGREEMENT. THE AOC PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, THAT THE INFORMATION OR DATA PROVIDED IS ACCURATE, CURRENT, CORRECT, OR COMPLETE. IT IS EXPRESSLY UNDERSTOOD BY THE PARTIES THAT IT IS YOUR RESPONSIBILITY TO VERIFY INFORMATION OR DATA OBTAINED UNDER THIS AGREEMENT WITH OFFICIAL COURT INFORMATION REPOSING AT THE COURT OF RECORD.

LIMITATION OF LIABILITY: YOU ACKNOWLEDGES AND ACCEPTS THAT ALL INFORMATION AND DATA PROVIDED UNDER THIS AGREEMENT IS PROVIDED ON

AN AS IS BASIS AND THAT THE INFORMATION AND DATA MAY BE SUBJECT TO ERROR OR OMISSION AND THEREFORE AGREES THAT THE AOC SHALL NOT

BE RESPONSIBLE NOR LIABLE IN ANY WAY WHATSOEVER FOR THE VALIDITY OF ANY DATA PROVIDED OR FOR THE USE OF THE INFORMATION AND DATA PROVIDED. SPECIFICALLY:
(1) THE AOC SHALL NOT BE LIABLE FOR ANY DEMAND OR CLAIM, REGARDLESS OF FORM OF ACTION, FOR ANY DAMAGES RESULTING FROM THE USE OF ANY INFORMATION OR DATA PROVIDED UNDER THIS AGREEMENT.
(2) THE AOC SHALL NOT BE LIABLE FOR ANY DEMAND OR CLAIM, REGARDLESS OF FORM OF ACTION, FOR ANY DAMAGES ARISING FROM INCORRECT OR INCOMPLETE INFORMATION OR DATA PROVIDED UNDER THIS AGREEMENT. (3) THE AOC SHALL NOT BE LIABLE FOR ANY LOSS, INCLUDING REVENUE, PROFITS, TIME, GOODWILL, COMPUTER TIME, DESTRUCTION, DAMAGE, OR

LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE WHICH MAY ARISE FROM THE USE, OPERATION, OR MODIFICATION OF DATA PROVIDED UNDER THIS AGREEMENT.

Court Records Court & Dockets
Wisconsin Court
Records
Wisconsin Circuit Courts Access website information is only a snapshot of the information accessible in the Wisconsin Director of State Courts Office Consolidated Court Automation Programs (CCAP) case management system on the date the information is downloaded by Thomson Reuters.

Criminal &
Infractions
Criminal Arrests &
Infractions Records
Criminal & Infractions See "Court Records" Above
Derivative WorksAnthropicDerivative WorksAnthropic
AI Responsive Output
Outputs that appear accurate because of their detail or specificity may still contain material inaccuracies. AI Services may not access current or complete information, or account for events or changes to underlying facts occurring after the AI model was trained. You should not rely on factual assertions or translations in Outputs without independently checking their accuracy.

Divorce Divorce Divorce Records See "Court Records" Above Docket/Docket
Records
--
Connecticut Docket
Data
See "Court Records" Above
Docket/Docket
Records
-- Washington Docket Data See "Court Records" Above
Drivers License -
ALL
Drivers License - ALL Driver License Data
Your use of this data may be subject to privacy restrictions imposed by Driver’s Privacy Protection Act (“DPPA”) and state law. If you access motor vehicle, driver’s license, state boat, or similar data, you will be required to acknowledge compliance with the law and to choose among “permissible uses” for the data. Thomson Reuters will store information from each search, including the password entered, permissible use indicated, date of search and search, as required to comply with statutory and contractual requirements.
108
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Drivers License -
Florida
Drivers License -
Florida
Florida Drivers License
You as a subscriber and end user of this Service agree that all of your use shall be strictly in compliance with all applicable DPPA and Florida laws, including sections 119.0712(2), 316.066, and 324.242, Florida Statutes. You further agree that you shall maintain the confidential and exempt status of Florida information as required by DPPA and Florida laws, including sections 119.0712(2), 316.066, and 324.242, Florida Statutes.

You as a subscriber and end user of this Service agree that you shall not disclose to any third parties Highly Restricted Personal Information, except strictly only those explicitly authorized by DPPA and Florida law. You specifically agree that you shall not redisclose the Florida driver's license information for bulk distribution for surveys, marketing, or solicitations, nor share or provide any Florida driver's license information to another unauthorized entity, agency, or person.

You as a subscriber and end user of this Service agree that you shall self-report to Thomson Reuters all violations of the applicable laws within five (5) business days of discovery of such violation(s). The report shall include a description, the time period, the number of records impacted, the harm caused, and all steps taken as of the date of the report to remedy or mitigate any injury caused by the violation.

You as a subscriber and end user of this Service agree to have controls in place to ensure Third Party End Users who redisclose Florida driver's license data to Downstream Entities are subject to the DPPA, and sections 119.0712(2), 316.066, and 324.242 of the Florida Statutes.

Drivers License -
Texas
Drivers License -
Texas
Texas Driver License This data may not be used to engage in any method, act, or practice which is unfair or deceptive, nor may it be used for marketing or solicitations, or surveys not authorized by law.

Dun & Bradstreet Dun & Bradstreet
Business Data &
Information
D&B Market Identifiers
D&B Worldbase
Executive Affiliations
Executive Biographies
Customer acknowledges that all Licensed Content is owned by Dun & Bradstreet, Inc. (“D&B”) and that the copyright to the Licensed Content is and shall remain with D&B.

Customer also agrees that Customer will not use any D&B trade name, trademark, service mark, logo, or copyrighted materials in any manner without the prior written approval of D&B.

Licensed Content is licensed to Customer for its internal business use and for no other purpose. None of the Licensed Content may be made available in whole or in part to any third party. Customer agrees that Customer is expressly prohibited from using the Licensed Content as a factor in establishing an individual’s eligibility for (i) credit or insurance to be used primarily for personal, family or household purposes, or (ii) employment. Customer shall not use the Licensed Content in any way that: (A) infringes, misappropriates, or violates a third party’s intellectual property or proprietary rights, including rights of privacy and publicity; (B) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; or (C) is fraudulent, false, misleading, or deceptive. In addition, Customer may not use Licensed Content or any enhancements, modifications or derivative works from and of the Licensed Content in whole or in part (including in anonymized form) in connection with any artificial intelligence technology for any purpose, including, but not limited to (i) to train, influence or optimize, or as a source for, any artificial intelligence tools, (ii) to develop a substitute for the Licensed Content, (iii) to train any large language model, (iv) or for research purposes. The term artificial intelligence as used in this Agreement includes machine-based systems that are designed to operate with varying levels of autonomy, and that can, for a given set of objectives, generate predictions, recommendations, content or decisions that influence real or virtual environments.

Licensed Content furnished hereunder may be used throughout the term of this agreement. Upon expiration or termination of the license period or this agreement, Customer shall immediately destroy all originals and copies of any D&B Licensed Content, and any derivatives of the Licensed Content, and upon request, provide D&B or Company with certification thereof.

Customer agrees to indemnify, defend, and hold harmless D&B and its licensors and providers from any claim or cause of action arising out of or relating to use of the Licensed Content by (i) individuals or entities which have not been authorized by this agreement to have access to and/or use the Licensed Content and (ii) Customer, when such use may be in violation of these terms.

Customer acknowledges that D&B and its licensors and providers make no representations or warranties of any kind with respect to the accuracy, current-ness, completeness, timeliness, merchantability, or fitness for a particular purpose of the Licensed Content or of the delivery mechanism through which the Licensed Content is provided.

Customer agrees that D&B and its licensors and providers will never be liable for consequential, incidental, special, punitive, or other indirect damages, even if advised of the possibility of such damages. Customer also agrees that D&B and its licensors’ and providers’ aggregate liability, if any, for any and all losses, damages, or injuries which Customer suffers arising out of any acts or omissions of D&B in connection with this agreement, regardless of the cause of the loss, damage, or injury (including negligence) and regardless of the nature or equitable right claimed to have been violated, shall never exceed the amount paid by Customer for the Licensed Content or $10,000, whichever is greater.

Customer agrees that D&B is a third party beneficiary of these terms. 109
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Experian Credit
Header
Experian Credit
Header
Experian Credit Header
The data contained in this database and its use may be regulated by laws that restrict the use of such information, including but not limited to the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. ("GLBA"), various federal and state laws, regulations, and rules as well as your subscription agreement with Thomson Reuters. By accessing this database, you represent and warrant that information regulated by GLBA and other legal authorities will only be used for the use you select in the drop down menu. If you do not have a permissible use, you agree that you will select “no permissible use” from the drop down menu. The information in this database may not be used for any purposes related to direct marketing.

You acknowledge that the data contained in this database may be compiled by Thomson Reuters from numerous suppliers, and that you have been allowed access to this data because of your representations, regarding its authorized use of the data.

You shall indemnify, defend and hold harmless Thomson Reuters and its suppliers, from and against any and all liabilities, damages, losses, claims, costs, fees and expenses (including attorney fees) arising out of or relating to your use of this data. Thomson Reuters and its third-party suppliers are entitled to enforce the data security, use, legal compliance and indemnification provisions of your Agreement directly against you as third party beneficiary; provided however, the foregoing paragraph shall not be applicable to local, state, and federal government agencies or as otherwise excepted in your subscription agreement.

You agree to immediately notify Thomson Reuters of any misuse or compromise of the information contained in this database. Failure to comply with these terms, including the Experian Access Security Requirements below, or other terms within your Agreement will result in temporary or permanent blocks on access to this database or termination of your Agreement. This data cannot be used to prepare, publish, clean or maintain any directory or provide any directory service to the general product. You further agree that you will not provide this data to any person or entity for resale. By accessing this data you acknowledge and agree that you are the end user of the data and that you do not intend to resell or otherwise provide or transfer it, in whole or in part, to another person or entity.

Experian Credit
Header
Experian Credit
Header
Experian Credit Header
Experian Security Requirements
The security requirements included in this document represent the minimum security requirements acceptable to Experian and are intended to ensure that a Third Party (i.e., (i.e., Supplier, Reseller, Service Provider or any other organisation engaging with Experian) has appropriate controls in place to protect information and systems, including any information that it receives, processes, transfers, transmits, stores, delivers, and / or otherwise accesses on behalf of Experian.

DEFINITIONS
“Experian Information” means Experian highly sensitive information including, by way of example and not limitation, data, databases, application software, software documentation, supporting process documents, operation process and procedures documentation, test plans, test cases, test scenarios, cyber incident reports, consumer information, financial records, employee records, and information about potential acquisitions, and such other information that is similar in nature or as mutually agreed in writing, the disclosure, alteration or destruction of which would cause serious damage to Experian’s reputation, valuation, and / or provide a competitive disadvantage to Experian.
“Resource” means all Third-Party devices, including but not limited to laptops, PCs, routers, servers, and other computer systems that store, process, transfer, transmit, deliver, or otherwise access the Experian Information.
110
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Experian Credit
Header
Experian Credit
Header
Experian Credit Header

1. Information Security Policies and Governance.

Third Party shall have Information Security policies and procedures in place that are consistent with the practices described in an industry standard, such as ISO 27002 and / or this Security Requirements document, which is aligned to Experian’s Information Security policy.

2. Vulnerability Management.

Firewalls, routers, servers, PCs, and all other resources managed by Third Party (including physical, on-premise or cloud hosted infrastructure) will be kept current with appropriate security specific system patches. Third Party will perform regular penetration tests to further assess the security of systems and resources. Third Party will use end-point computer malware detection / scanning services and procedures.

3. Logging and Monitoring.

Logging mechanisms will be in place sufficient to identify security incidents, establish individual accountability, and reconstruct events. Audit logs will be retained in a protected state (i.e., encrypted, or locked) with a process for periodic review.

4. Network Security.

Third Party will use security measures, including anti-virus software, to protect communications systems and networks device to reduce the risk of infiltration, hacking, access penetration by, or exposure to, an unauthorized third-party.

5. Data Security.

Third Party will use security measures, including encryption, to protect Experian provided data in storage and in transit to reduce the risk of exposure to unauthorized parties.

6. Remote Access Connection Authorisation.

All remote access connections to Third Party internal networks and / or computer systems will require authorisation with access control at the point of entry using multi-factor authentication. Such access will use secure channels, such as a Virtual Private Network (VPN).

7. Incident Response.

Processes and procedures will be established for responding to security violations and unusual or suspicious events and incidents. Third Party will report actual or suspected security violations or incidents that may affect Experian to Experian within twenty-four (24) hours of Third Party’s confirmation of such violation or incident.

8. Identification, Authentication and Authorisation.

Each user of any Resource will have a uniquely assigned user ID to enable individual authentication and accountability. Access to privileged accounts will be restricted to those people who administer the Resource and individual accountability will be maintained. All default passwords (such as those from hardware or software vendors) will be changed immediately upon receipt.

9. User Passwords and Accounts.

All passwords will remain confidential and use ‘strong’ passwords that expire after a maximum of 90 calendar days. Accounts will automatically lockout after five (5) consecutive failed login attempts.

10. Training and Awareness.

Third Party shall require all Third Party personnel to participate in information security training and awareness sessions at least annually and establish proof of learning for all personnel.

11. Experian’s Right to Audit.

Third Party shall be subject to remote and / or onsite assessments of its information security controls and compliance with these Security Requirements.

12. Bulk Email Communications into Experian.

Third party will not “bulk email” communications to multiple Experian employees without the prior written approval of Experian. Third party shall seek authorisation via their Experian Relationship Owner in advance of any such campaign.

Experian Credit
Header
Experian Credit
Header
Experian Credit Header
You agree that you will not use, or permit anyone to use, Experian Data (Credit Header) or the Services for the purpose of identifying and locating noncriminal illegal immigrants or undocumented individuals with the intention of deportation solely on the basis of the individual’s immigration status unless presented with a court order or in the case of an imminent national security threat, as permitted by law. You will maintain documented evidence of such court orders for twelve (12) months and will provide such documented evidence upon request.
111
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Experian Credit
Header
Experian Credit
Header
Experian Credit Header
Customer Foreign Access - Experian Required Terms
Country Customer Additional Terms: Non-U.S. Locations
Argentina
To the extent that Customer or Customer’s authorized end users utilize or access a Thomson Reuters Service from Argentina, Customer represents and warrants that each of its end users, to the extent that that it is applicable, will comply with the Data Protection Act of Argentina (Law 25,326, its amendments, and replacements), its regulation and interpretations of the data protection agency of Argentina.

Australia
To the extent that Customer or Customer’s authorized end users utilize or access a Thomson Reuters Service from Australia, Customer represents and warrants that each of its end users, to the extent that that it is applicable, will comply with the Commonwealth Privacy Act 1988, the Commonwealth Privacy Regulation 2013, and the Privacy (Credit Reporting) Code 2014 (Version 2).

Chile
To the extent that Customer or Customer’s authorized end users utilize or access a Thomson Reuters Service from Chile, Customer represents and warrants that each of its end users, to the extent that that it is applicable, will comply with the Law No. 19,628 and any other regulations or Law including any replacements or modifications.

Costa Rica
To the extent that Customer or Customer’s authorized end users utilize or access a Thomson Reuters Service from Costa Rica, Customer represents and warrants that each of its end users, to the extent that that it is applicable, will comply with Law for the Protection of the Person´s Personal Data Treatment, Law Number 8968 of Costa Rica and its regulation.

Panama
To the extent that Customer or Customer’s authorized end users utilize or access a Thomson Reuters Service from Panama, Customer represents and warrants that each of its end users, to the extent that that it is applicable, will comply with Law 24 of 2002, as amended, which regulates the information of credit history of consumes and clients, including, if applicable, any licensing requirements and, to the extent applicable, will possesses the consumer consents necessary to access the information available through the Approved Services.

Philippines
To the extent that Customer or Customer’s authorized end users utilize or access a Thomson Reuters Service from Philippines, Customer represents and warrants that each of its end users, to the extent that that it is applicable, will comply with the Data Privacy Act of 2012 of the Philippines.

All Non-US Locations
In addition to any obligation or restrictions contained in your Ordering Documents, Customer is solely responsible and liable for compliance with all laws, including non-U.S. laws, rules and regulations, related to the importation, exportation, use and storage of any information it utilizes in relation to a Thomson Reuters Service and will indemnify, defend, and hold Thomson Reuters, and its officers, directors, agents, employees and third-party providers harmless from and against all claims, suits, demands, actions, proceedings, awards, judgments, penalties, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable legal and expert witness fees).

Experian Gateway
Experian Credit
Header Real Time
Experian Credit Header
The data contained in this database and its use may be regulated by laws that restrict the use of such information, including but not limited to the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. ("GLBA"), various federal and state laws, regulations, and rules as well as your subscription agreement with Thomson Reuters. By accessing this database, you represent and warrant that information regulated by GLBA and other legal authorities will only be used for the use you select in the drop down menu. If you do not have a permissible use, you agree that you will select “no permissible use” from the drop down menu. The information in this database may not be used for any purposes related to direct marketing.

By accessing this data you acknowledge and agree that you are the end user of the data and that you do not intend to resell or otherwise provide or transfer it, in whole or in part, to another person or entity.

Experian Gateway
Experian Credit
Header Real Time
North Carolina Credit
Header Data
The official custodian of all official court records for each county in North Carolina is the clerk of superior court of that county. To verify a record’s accuracy, contact the clerk of the court of record.
--
Financial Industry
Regulatory Authority
(FINRA) Materials
FINRA Materials are reproduced by permission of the Financial Industry Regulatory Authority, Inc. (FINRA) under a non-exclusive license. FINRA accepts no responsibility for the accuracy or otherwise of the reproduction of FINRA Materials in Westlaw. Any advice or commentary given in Westlaw about FINRA Materials is the sole responsibility of Thomson Reuters and does not reflect the views of FINRA. FINRA reserves the right to amend FINRA Materials at its discretion.

Fugitives -- See "Court Records" Above
112
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Google Maps Google Maps You understand and agree that your use of any Google mapping functionality will at all time comply with Google's Terms of Service (http://maps.google.com/help/terms_maps.html) and all applicable Google legal notices (http://maps.google.com/help/legalnotices_maps.html).

Lawsuits -- See "Court Records" Above
--
Illinois State Bar
Association Advisory
Opinions
The Illinois State Bar Association (ISBA) Advisory Opinions on Professional Conduct are distributed and made available by Thomson Reuters through a nonexclusive license from the ISBA.
--
Insurance Form
Portfolios & Circulars
This Product includes information which is proprietary to Insurance Services Office, Inc.

ISO does not guarantee the accuracy or timeliness of the ISO information provided. ISO shall not be liable for any loss or damage of any kind and howsoever caused resulting from your use of the ISO information.

License Plate
Recognition Data
--
LEARN Platform Terms
of Use
If authorized, you agree that access and use of the LEARN platform and any data contained therein is governed by and will at all time comply with the Vigilant Terms of Use (http://learn-nvls.com/learn/LEARN_Hosted_Server_User_Agreement.pdf) License Plate
Recognition Data
--

LPR CLIENT PORTAL
and Mobile Companion
Terms of Use
If authorized, to access and use of the CLIENT PORTAL and MOBILE COMPANION products you agree that your access and use is governed by and at all times will comply with the most recent version of Motorola Terms and Conditions (EULA) of use located at https://www.motorolasolutions.com/en_us/about/legal/video_security_terms.html. The EULA is subject to change from time to time by MSI.

License Plate
Recognition Data
& Mobile
Companion
Application
--
LPR Mobile Companion
Terms of Use
If authorized to access License Plate Recognition Data through Mobile Companion, you agree that access and use is governed by and will at all times comply with the Motorola Terms and Conditions of use located at https://www.motorolasolutions.com/en_us/managed-support-services/eua.html.

By accessing the LPR data through Mobile Companion, you acknowledge and agree that your use of the application will at all times comply with all applicable laws.

License Plate
Recognition Data
--
Gateway Usage and
Privacy Policy
Use of LPR data. Access to LPR data via the gateway in CLEAR is limited to subscribers that have a legitimate law enforcement or investigative purpose and a permissible use under the U.S. Drivers Privacy Protection Act (18 U.S.C. §2721 et seq.) (“DPPA”).

Users and Training. Employees and subcontractors of Thomson Reuters are authorized to access and use the LPR data to demonstrate the system to actual and potential subscribers, to provide customer support, and to maintain the LPR data and CLEAR. Subscribers are authorized to access the LPR data in accordance with this policy.

Subscribers are required to maintain the confidentiality of the LPR data and to train all end users on its confidentiality and permissible use obligations.

Monitoring and Compliance. LPR data in Thomson Reuters systems is monitored in accordance with Thomson Reuters standard procedures to ensure the security of the LPR data and compliance with applicable laws, rules and regulations. Furthermore, we maintain usage logs in accordance with DPPA requirements.

Sales, Sharing or Transfer of LPR data. We authorize access to the LPR data in accordance with this policy. All subscribers are required to have entered into a definitive agreement with us prior to accessing the LPR data.

Custodian/Owner of the LPR System; Accuracy; data Retention. Vigilant Solutions, Inc. is the custodian and owner of the LPR system that is accessible via CLEAR. Please see Vigilant’s Usage and Privacy Policy (https://www.vigilantsolutions.com/lpr-usage-and-privacy-policy/) for information on data accuracy and retention.

Please see the Public Records Privacy Statement (http://legalsolutions.thomsonreuters.com/law-products/about/legal-notices/privacy/records) for more information.

Marriage Marriage Marriage Records See "Court Records" Above 113
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
--
Code of Maryland
Regulations
The text appearing here was produced from materials provided by the Division of State Documents, Office of the Secretary of State, State of Maryland, and is current as of the date(s) indicated on the Maryland Regulations Scope Information screen. The text appearing here is not the official text. While this text has been prepared from data created and maintained by the Division of State Documents, only the printed or electronic version of the text obtained directly from the Division of State Documents is official, valid, and enforceable under Maryland law. For copies of the official text, in printed or electronic format, call the Division of State Documents at 410-974-2486 or 1- 800-633-9657.

Office of Foreign
Assets Control
(OFAC)
Office of Foreign
Assets Control
(OFAC)
Sanctions lists provided
by the U.S. Department
of the Treasury’s Office
of the Foreign Assets
Control
The sanctions lists provided by the U.S. Department of the Treasury’s Office of the Foreign Assets Control are one tool offered to assist users in utilizing the SDN List and/or the various non-SDN lists; use of Sanctions List Search is not a substitute for undertaking appropriate due diligence. The Department of the Treasury does not endorse any commercial product, service, process, or enterprise. The Department of the Treasury assumes no responsibility for the content or operation of the Service.

Users are advised to check the Federal Register and this electronic publication routinely for additional names or other changes to the listings. Entities and individuals on the list are occasionally licensed by OFAC to transact business with U.S. persons in anticipation of removal from the list or because of foreign policy considerations in unique circumstances. Licensing in anticipation of official Federal Register publication of a notice of removal based on the unblocking of an entity's or individual's property is reflected in this publication by removal from the list.

People Historical People Historical
The information contained in this database and its use is regulated by laws that restrict the use of such information, including but not limited to the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. ("GLBA"), various federal and state laws, regulations, and rules as well as your subscription agreement with Thomson Reuters. By accessing this database, you represent and warrant that information regulated by GLBA and other legal authorities will only be used for the use you select in the drop down menu. If you do not have a permissible use, you agree that you will select “no permissible use” from the GLBA drop down menu. The information in this database may not be used for any purposes related to direct marketing.

Real Property
Real Property –
Transactions/PreForeclosures/Tax
Assessor Records
This data may not be used for any direct marketing or solicitation purpose. By accessing this data you acknowledge and agree that you will not infringe on any consumers' rights of privacy and will, at all times, adhere to fair information practices. You are expressly prohibited from using any element or component of the real property data to create, replace, supplement or enhance any title, legal, vesting, ownership or encumbrance report. You further agree that you may not use the data, coupled with alternative insurance approaches or products without first obtaining written permission. 114
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Real-Time Motor
Vehicles Gateway
Real-Time Motor
Vehicles Gateway
Your use of this data may be subject to privacy restrictions imposed by Driver’s Privacy Protection Act (“DPPA”) and state law. If you access motor vehicle, driver’s license, state boat, or similar data, you will be required to acknowledge compliance with the law and to choose among “permissible uses” for the data. Thomson Reuters will store information from each search, including the password entered, permissible use indicated, date of search and search, as required to comply with statutory and contractual requirements. Furthermore, you agree to comply with the following:

1. Access to Motor Vehicle Data: The Driver's Privacy Protection Act ('DPPA') as well as state law restricts the use of motor vehicle data to certain “permissible uses.” Subscribers who access motor vehicle data shall require its End Users to acknowledge compliance with these laws and only permit them to access motor vehicle information for the specific DPPA permissible purposes. You represent and warrant that motor vehicle information will not be accessed without an approved DPPA permissible purpose for each access, that motor vehicle information shall be used only for such permissible purpose, and that you are the end user of the information. You shall employ commercially reasonable procedures to track and monitor End User access to and use of motor vehicle data and investigate any allegations of misuse of the motor vehicle data in full cooperation with Thomson Reuters and/or its provider of this motor vehicle information, or at the request of a state. You acknowledge that in addition to other remedies of Thomson Reuters and/or its provider any non-compliance by you with the above provision shall result in Thomson Reuters revoking your access to and use of motor vehicle information. You acknowledge that motor vehicle data is licensed to you for your internal use only and may not be reproduced, or disclosed to anyone else unless permitted by law. Motor vehicle data shall not be appended to any other data or file except in the context of a report prepared for and consistent with the approved DPPA permissible purpose for which the motor vehicle data was accessed. You acknowledge that all right, title and interest in and to the motor vehicle data is retained by Thomson Reuters and/or its provider, and you shall not commit or permit any act or omission that would impair such rights.

2. Warranty: The motor vehicle data shall be as current, accurate and complete as may be achieved using the source data and compilation and data processing methods customarily employed by Thomson Reuters and its provider in the ordinary course of business, but is not warranted as being error free. Neither Thomson Reuters nor its provider attempt to independently verify the completeness, accuracy or authenticity of this data. Accordingly, the data is provided on an 'as is' 'as available' basis. Any use or reliance upon the data by you shall be at your own risk. THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3. Limitation of Liability: IN NO EVENT SHALL THOMSON REUTERS NOR ITS PROVIDER, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR

CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME OR LOST REVENUE WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY.

4. Subscriber is responsible for all damages due to the misuse of this data by Subscriber or any other party receiving such regulated data from or through Subscriber.

Sex Offender -- Sex Offender Records See "Court Records" Above State Death
Records
State Death Records
State Death Records -
ALL
This data is provided for research purposes only and it is not the official record. Certified copies can only be obtained from the official source.

Stock
Transactions
Stock Transactions
Use, duplication, or sale of any data contained in this database, except as described in your Subscription Agreement, is strictly prohibited. This database is not the official legal reporting organ of the Securities and Exchange Commission. This data is protected by copyright and is subject to the terms of usage contained in your subscription agreement. The data is provided for your internal use and may not be duplicated or redistributed in hard copy, machine-readable, or any other form without written authorization. Neither Thomson Reuters nor its 3rd party contributors make any representation or warranty, expressed or implied, as to the timeliness, accuracy or completeness of the data provided, including warranties of merchantability or fitness for a particular purpose. Electronic conversion and transmission of textual and numeric data may cause errors and/or omissions in the data provided. Furthermore, the data may not be up-to-date due to a delay between the preparation of data and its inclusion on the Service. For these reasons, the data contained on the Service is provided for research purposes only and not for investment or any other purposes. Neither Thomson Reuters nor any of its affiliates or subsidiaries are in the business of providing investment advice and shall have no liability whatsoever for any investment decision or the results of any investment made by you
Traffic Citations Infractions See "Court Records" Above 115
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
TransUnion
Gateway
--
The data contained in this database and its use may be regulated by laws that restrict the use of such information, including but not limited to the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. ("GLBA"), various federal and state laws, regulations, and rules as well as your subscription agreement with Thomson Reuters. By accessing this database, you represent and warrant that information regulated by GLBA and other legal authorities will only be used for the use you select in the drop down menu. If you do not have a permissible use, you agree that you will select “no permissible use” from the drop down menu. The information in this database may not be used for any purposes related to direct marketing. By accessing this data you acknowledge and agree that you are the end user of the data and that you do not intend to resell or otherwise provide or transfer it, in whole or in part, to another person or entity.

By accessing this data, you shall use information obtained from each individual request for data only one time and shall hold this data in the strictest confidence. You shall not disassemble, decompile, or in any way reverse engineer this data. You shall use this data: (1) solely for your certified permitted use and shall not request, obtain or use this data for any other purpose including, but not limited to, for the purpose of selling, leasing, renting or otherwise providing this data to any other party, whether alone, in conjunction with your own data, or otherwise in any service which is derived from the data; and (2) subject to your subscription agreement. data shall be requested by, and disclosed only the your designated and authorized End Users having a need to know and only to the extent necessary to enable you to use the data in accordance with your Subscription Agreement. You shall ensure that such designated and authorized End User shall not attempt to obtain any data on themselves, associates, or any other person except in the exercise of their official duties. With just cause, such as violation of the terms of subscription agreement or a legal requirement, or a material change in existing legal requirements that adversely affects the your agreement, Thomson Reuters may, upon its election, discontinue serving the data. You understand and agree that you may not use any data for any marketing purposes without prior written consent.

Unclaimed Assets Unclaimed Assets See "Court Records" Above Vehicle & Traffic -- See "Court Records" Above
Vehicle
Registrations
Motor Vehicles
Your use of this data may be subject to privacy restrictions imposed by Driver’s Privacy Protection Act (“DPPA”) and state law. If you access motor vehicle, driver’s license, state boat, or similar data, you will be required to acknowledge compliance with the law and to choose among “permissible uses” for the data. Thomson Reuters will store information from each search, including the password entered, permissible use indicated, date of search and search, as required to comply with statutory and contractual requirements.

This data may not be used for such direct marketing activities as direct mail and telemarketing. Furthermore, this data cannot be used (1) by any law enforcement agency for traffic violation applications, (2) any toll road application, (3) in any automated system which detects traffic violations or identifies traffic violators or the vehicles involved, (4) for providing motor vehicle history reports, or (5) for providing motor vehicle statistical reports except in matters of litigation or associated investigations. This data cannot be used for any of the following services, or in connection with: motor vehicle manufacturers; matters of motor vehicle warranty, product alterations, recalls, advisories, customer surveys or research or performance monitoring of motor vehicles or dealers, law enforcement for traffic violation applications; toll road applications; any automated system that detects traffic violations or identifies traffic violators or the vehicles involved; for providing motor vehicle history reports; for providing motor vehicle statistical reports except in matters of litigation or associated investigations. 116
CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
Vehicle
Registrations
Motor Vehicles
DPPA Permissible Uses and Restrictions
#1 – Court, Law Enforcement, Government Agency
#3 – Fraud Prevention, Legal Remedies, Debt Recovery
#4 – Legal Proceedings, Legal Research
#6 – Insurance
FOR ALL JURISDICTIONS:

No data from any jurisdiction may be used for immigration enforcement.

No data from any jurisdiction may be used for private parking enforcement.

No data from any jurisdiction may be used for plate readers outside law enforcement and government agencies.

STATE SPECIFIC RESTRICTIONS:

Arkansas. Permissible use 1 limited to parking violation enforcement, provided only release personal information to a government agency (or its agent) including any court or law enforcement agency.

Arizona. No permissible use for 4.

Connecticut. No permissible use for 1. PII may not be resold to an individual. For use 3, use is limited to verification only; no correction.

Florida. Permissible use 1 depending on Client providing a representative sample of letters from government users "upon request." No permissible use for 4.

Georgia. No permissible use for 1.

Illinois. No permissible use for 1. Data shall not be transferred nor accessed from outside the United States, electronically or otherwise.

Massachusetts. No permissible use for 4.

Minnesota. Note: Willful misuse or dissemination of data in violation of state law will result in immediate and permanent revocation of access to data.

Mississippi. For permissible use 1, toll violation notification use requires the end user to have a human visually review the license plate photo to ensure vehicle match accuracy.

Nevada. No permissible use for 3. Plate # unavailable.

South Dakota. For permissible use 1, state law and our contract prohibit use of motor vehicle data for red light or speed camera violation notification.

Vermont. For permissible use 1, tolling prohibited.

Wyoming. For permissible use 6, clients who obtain records for the purpose of insurance may only retain their records for as long as necessary to conduct business.

Voter
Registrations
Voter Registrations
Voter registration data may not be used as the basis for commercial or charitable solicitation of any kind. This includes the mailing or delivering any advertisement of offer for any property, establishment, organization, product or service or for the purpose of mailing or delivering any solicitation for money, services, or anything of value. By accessing this data you acknowledge that access to certain data available through the Service, including voter registration data is regulated by state or federal laws. You agree not to access such data for any purpose that is not allowed by any applicable state or federal laws or regulations, or that is contrary to your Subscription Agreement.

Thomson Reuters will store information from each search, including the password entered, permissible use indicated, date of search and search, as required to comply with statutory and contractual requirements.

Voter data from Kansas may only be used for political campaign or election purposes.

Warrant Record -- See "Court Records" Above
Watercraft
(State Data)
--
Your use of this data may be subject to privacy restrictions imposed by Driver’s Privacy Protection Act (“DPPA”) and state law. If you access motor vehicle, driver’s license, state boat, or similar data, you will be required to acknowledge compliance with the law and to choose among “permissible uses” for the data. Thomson Reuters will store information from each search, including the password entered, permissible use indicated, date of search and search, as required to comply with statutory and contractual requirements.
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CLEAR Database
Name
Westlaw Database
Name
Content Description Disclaimer & Legal Terms
World-Check® Risk
Intelligence
(WATCHLIST)
World-Check® Risk
Intelligence
(WATCHLIST)
NOTICE TO SEARCH SUBJECTS. If you are using this data to determine whether to enter into or maintain a business relationship with an individual, you must direct or provide the individual you are searching with a copy of the World-Check Privacy Statement located at https://risk.thomsonreuters.com/en/terms-of-business/world-checkprivacy-statement.html DATA INQUIRIES.
• If you believe the information is incorrect or inaccurate please click here to contact World-Check. • If you believe this information has been incorrectly correlated to the subject in the search results please click here to contact Thomson Reuters.

DATA USE. By accessing the World-Check data you acknowledge and agree the data:
• Must be verified with the external source listed in the specific record prior to any decisions being made; • Cannot be an exhaustive source of information and you will not rely solely upon it when making any decision to deal with any person or entity and that before making any decision you will make independent checks to supplement and verify the information and its resulting suitability as a commercial counterparty; • Except as otherwise permitted by Thomson Reuters, cannot be incorporated into any product, service, tool, software or other mechanism designed to make automated decisions about an individual or that individual’s personal or professional interests; • Is provided for your internal business use without any opinion or recommendation from Thomson Reuters or World-Check. You must make your own assessment of the relevance and applicability of any information you find in or through the World-Check data; • May be comprised of data that relates to an entity or individual that bears the same name as your search subject or other unconnected persons; • May contain negative allegations about a person or entity and you should assume that the allegations are denied by them; • Is intentionally provided to you in summary form and should be read and used by you in context of the full details available from the named source; and • May include persons solely because they hold or held prominent political or other positions or are connected to such individuals and no particular inference (negative or otherwise) should be drawn about such persons.

World-Check® Risk
Intelligence
(WATCHLIST)
World-Check® Risk
Intelligence
(WATCHLIST)
The inclusion or exclusion of any person or entity in or from the World-Check data should not be used to draw any particular inference (negative or otherwise) about that person or entity, including as the result of the linking of that person or entity to any other person or entity identified in the World-Check data. You should not assume that any person or entity identified in the World-Check data has breached any law or sanction. The World-Check data may include or mention the following without limitation:
• The “Iran Economic Interest” or “IEI” database, which contains content on persons or entities that have been reported in the public domain as having some direct or indirect economic interest in Iran or with Iran or a person connected to Iran; • The “US SAM Exclusions Extract”, which contains information on individuals and entities that are restricted or prohibited from engaging in contracts with the US federal government, as determined by the US government in accordance with their own criteria and guidelines; and • “Country-Check Ranks” and “Country-Check Reports” which are provided as a guide to assist with determinations of jurisdictional risk in relation to the country in question.

Any risk rankings and bandings generated using the Country-Check predefined or default weight sets represent World-Check’s (i) assessment of risk associated with that country based on available public domain information (which may be inaccurate), (ii) an underlying algorithm, and (iii) World-Check’s perception of risk, and the ranking may not be appropriate for your use. It is your responsibility to understand the default settings and risk criteria and determine which settings are appropriate and applicable for your level of risk appetite. “Country-Check Ranks” and “Country-Check Reports” do not in any way seek to assign a level of risk to individuals identified in the World-Check data and you may not use the “Country-Check Ranks” and “Country-Check Reports” for that purpose. 118
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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.

Ivania Navarrete Ivania Navarrete Thomson Reuters Enterprise 119
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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: ________________________________________________ Ivania Navarrete [email protected] Thomson Reuters Enterprise Thomson Reuters Enterprise 2900 Ames Crossing Rd Eagan, MN 55121 [email protected] Greg Kelly 120
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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, Thomson Reuters Enterprise
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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 Thomson Reuters Enterprise
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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 Thomson Reuters Enterprise
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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 jointventure 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 subcontractors 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 Thomson Reuters Enterprise
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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 Thomson Reuters Enterprise
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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, Thomson Reuters Enterprise
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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.

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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
Thomson Reuters Enterprise
131
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)
Thomson Reuters Enterprise
132
___ Exhibit F
___ Section 8
City of Richmond Insurance Requirements – Type 5:

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

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

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 Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001)

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

3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers’ Compensation insurance as required by the State of California including Employer’s Liability (for CONTRACTOR’s with employees);

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

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

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

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

General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate).

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

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
133
___ Exhibit F
___ Section 8
City of Richmond Insurance Requirements – Type 5:

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

Fidelity Bond/Crime Coverage
(Applies if receiving City
funds.)
In an amount stipulated by City depending upon the scope of Contract. (Usually based upon the amount of money the Contractor is handling that could be embezzled over a period of time.)
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability Coverage.

ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

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

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

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

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the contractor shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or selfinsured retention for each loss.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies. 134
___ Exhibit F
___ Section 8
City of Richmond Insurance Requirements – Type 5:

Vendors, Suppliers, Small Grant Recipients & Nonprofit
Organizations
Type 5 - Page 3 of 3
Revised: September 2011
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

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.

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.

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:

Thomson Reuters Enterprise
136
Page | 1 Sole Source Form – Rev. May 12, 2016
City of Richmond
Sole Source Justification

THIS FORM MUST BE COMPLETED AND APPROVED PRIOR TO ANY PURCHASE _______________________________________________________________________________ Contact the Purchasing Division and discuss your rationale before completing this form. If Purchasing can help you make this a competitive purchase, then this form will not be required.

Attach this completed/approved form to requisitions when competitive quotes/bids/proposals are not solicited. (Required for requisitions > $3,000)
Requested Sole Source Supplier:

Company Name: ___________________________ Contact Name: ______________________ Address: _______________________________________________________________________ City: _________________________ State: _____________ Zip Code: ____________________ Phone Number (____) ___________ E-Mail _______________________________________ Duration of Contract: ____________________________________ Estimated Cost: $ _______________ Funding Source (Account String)_________________ Is the product/service IT related? Yes_____No _____ If Yes, please attach the approved IT Authorization Form For Product: Is the recommended company the manufacturer of the product? Yes_____ No _____ For Product: Does the manufacturer sell the item(s) through distributors? Yes_____ No _____ Description of Product or Service:

Describe the full scope of work or service contemplated including installation if required; items should include brand, model and part number if applicable; (if additional space is needed, include them in a separate page) Sole Source Rationale: PLEASE ANSWER ALL THE FOLLOWING QUESTIONS: Explain why the recommended company is the only company that can meet the requirement. Address the following: Are there any other companies who can do this job? What condition (e.g. technological superiority, or performance risks, etc.) exists so that the recommended company has a significant advantage over any other company who can do this job? It is important to sufficiently address the key reason for awarding an order/contract without soliciting competitive bids. The rational must be clear and convincing, avoiding generalities and unsupported conclusions. (if additional space is needed, include them in a separate page) Thomson Reuters Enterprise Greg Kelly 2900 Ames Crossing Rd Eagan MN 55121 763 326-3105 [email protected] 36 months 104008.44 01151014 400264 X Thomson Reuters Enterprise provides the City Attorney's Office with WestLaw on-line library subscription services for 6 attorneys needed for legal research in the areas of litigation and transactional work to assist and advise the City Council, Mayor, City Manager, and all the City departments, boards and commissions. The services include WestProflex; Westlaw Multi-State Analytical, Enterprise access, Government; and CoCounsel Legal, National Primary, Enterprise Access, Government. There is no installation as attorneys are provided with individual logins.

CoCounsel Legal is Thomas Reuters' latest update working together with WestLaw, and provides efficient AI assisted research, document analysis, and drafting, and integrates with Microsoft 365. It is superior with its AI capabilities compared to competitor LexisNexis, in that it goes beyond being a research tool but also works as a document-first assistant, focusing on areas such as deposition preparation, contract analysis, and legal research memos. CoCounsel Legal pairs Westlaw Advantage with CoCounsel directly with Practical Law content, allowing for deeper guidance and drafting workflows, and is the most robust packaging available for AI features. Furthermore, the protections around CoCounsel Legal allow for deep research reports to be more accurate and reliable, without the risk of hallucinations that occur with general AI tools. Thomson Reuters was able to secure CoCounsel Legal for the City Attorney's Office at the same cost as WestLaw Advantage with CoCounsel Essentials, a savings of $255/mo ($3060/year, and approximately $9180 over the 36 month contract). Also included are all updates and enhancements for the life of the agreement. 137
2 | Page
Complete the following checklist
A specific contractor is the only source of the required item because (check all that apply):

The required items are proprietary to the Contractor, and contractor solely transacts (sells) direct to the customer. (There are no dealers or distributors for contractor).

The required items are proprietary to the Contractor, and contractor does not sell direct to the customer. Contractor solely distributes the item or service through only one dealer or distributor in the United States. (There are no dealers or distributors for contractor).

Note: If item or service is available from more than one source, the item or service may be treated as proprietary, but must be competitively solicited from multiple (two or more) sources.

A specific item is needed:

To be compatible or interchangeable with existing hardware As spare or replacement hardware For the repair or modification of existing hardware Federal or state grant names vendor as condition of funding. (Attach copy of grant that names vendor)
There is a substantial risk in contracting with any other contractor, (e.g., only one contractor has been successful to date in implementing a difficult manufacturing process or the services sought). In a brief explanation, provide supporting evidence of why other contractors are considered to be unable to overcome the substantial risk.

Continuation of prior Work – Additional item, service or work required, but not known to have been needed when the original order was placed with vendor, and it is not feasible or practicable to contract separately for the additional need. Provide brief explanation and supporting evidence. (if additional space is needed, include them in a separate page) 138
3 | Page
I acknowledge the City’s requirements for soliciting competitive quotes/bids for purchases over $3,000.00 and the criteria for justification for Sole Source purchases. I have gathered the required information, have made a concerted effort to review comparable/equal equipment/services (e.g., market research), and further affirm that there is no conflict of interest involved in the selection made.

Department: _________________________________
Requester Name and Title: ____________________________________________________________ Note: Requester must be able to defend this justification.

Date:_____________ Phone: _______________
Department Director (Print) _____________________ (Sign) ________________ Date:__________ --------------------------------------------------------------------------------------------------------------------- Submit completed form to the Purchasing Division (Prior to submission to City Manager) Finance Director:

APPROVED: ____________________ DATE: ___/___/___
NOT APPROVED: ________________ COMMENTS:
____________________________ ______________________________ City Manager City Clerk Attesting to Council Approval
(Under $10,000.00) (Over $10,000.00) (Copy of Minutes may be substituted) Note: Richmond Municipal Code Section 2.52.326 Sole Source Procurement requires final approval by the City Manager and/or City Council. Sole Source must be approved by Finance Director, PRIOR to Council Approval.

PROCEDURE
Sole Source purchase/service are exceptions to the normal bidding process and require a detailed justification. In processing Sole Source requests for supplies, services and/or equipment, the Purchasing Division adheres to and is governed by the principles set forth in City of Richmond Municipal Code Section 2.52.326 Sole Source Procurement.

If you are requesting a particular vendor, brand or product, you must make this fact clear on your Sole Source form.

Your request will then be restrictive and non-competitive, and will fall into a sole source category. If the sole source justification is approved, the requisition can be expedited without the normal bidding requirements.

Such a request should not be made unless you are confident that your request is reasonable and appropriately justified to meet the City’s requirements and withstand any possible audit. The City’s requirements and the format for submitting such requests are contained herein. Sole Source form must be signed by authorized department representative(s). The certification will remain on file for audit purposes.

The following factors DO NOT apply to sole source requests and should not be included in your sole source justification. They will not be considered and only tend to confuse the evaluation process.

1. Personal preference for product or vendor.

2. Cost, vendor performance, and local service (these are generally considered award factors in competitive bidding).

3. Features which exceed the minimum department requirements.

City Attorney's Office Ivania Navarrete, Law Office Supervisor 4/28/26 510-620-6509 Shannon Moore 5/1/26 Emily
Combs
Digitally signed by
Emily Combs
Date: 2026.05.04
17:10:33 -07'00'
139
I.T. – RELATED PURCHASES AUTHORIZATION
Form must be fully completed and signed prior to information technology related purchases Date ___________
Requested Vendor _______________________________________________ V# _____________ Vendor Address ________________________________________________________________ ________________________________________________________________ Contact Person ________________________________________________________________ Email Address ________________________________________________________________ Phone No ( ______ ) ____________________ Fax # __________________________ Quantity Item Unit Price Total
_____ ___________________________________ $ ________ $ ________ _____ ___________________________________ $ ________ $ ________ _____ ___________________________________ $ ________ $ ________ Total $________
Purpose
This section must be completed with respective price quote(s) included with form:
_______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Requested by
________________________ ________________________
Department Head IT Director
________________________ ________________________
Approval Date Approval Date
Information Technology Related – Purchase Form – Rev 5-2016 4/28/26 Thomson Reuters Enterprise 2900 Ames Crossing Rd Eagan, MN 55121 Greg Kelly [email protected] 763 326-3105 121212 FY 26/27 West Proflex FY 27/28 West Proflex FY 28/29 West Proflex 2696.00 32,352.00 2884.72 34,616.64 3086.65 37,039.80 104,008.44 WestLaw online library subscription for 6 attorneys with: 1) WestProflex; 2) Westlaw Multi-State Analytical, Enterprise access, Government; and 3) CoCounsel Legal, National Primary,Enterprise Access, Government. It also includes all updates and enhancements going forward. See attached Order Form. 4/28/26 Sue
Hartman
Digitally signed
by Sue Hartman
Date: 2026.05.01
18:25:02 -07'00'
140
ADA (American with Disabilities Act) Compliance
Access and Accommodation
Compliance with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973: In order to improve accessibility of existing technology and therefore increase the successful employment of individuals with disabilities, particularly blind and visually impaired, deaf and hard-of-hearing persons please answer the following questions:

Is this item ADA Compliant? Yes __________ No_________
If NO, please answer the following questions:

Will this item be used by the public? Yes ________ No _________ Can other vendors provide an ADA compliant product? Explain Will this item be used by City employees? Yes ________ No _________ Categories for Information Technology (IT) Product
• Software applications and operating systems
• Web-based information and applications
• Telecommunications products
• Video and multimedia products
• Desktop and portable computers
• End user hardware
Examples of Information Technology (IT) Products
• World Wide Web
• Scanners
• Printers
• Copiers
• PDAs
• Computers
• Computer Software
• Computer Operating Systems
• Phones
• Apps
• Information Kiosks
• ATMs
• Multimedia
• Videos
• Fax Machines
X
141

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Richmond City CouncilMay 19, 2026

Richmond City Council
May 19, 2026