Agenda — Richmond City Council, May 26, 2026 (part 6 of 12)

May 26, 2026
Human Resources
DATE: May 26, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Nickie Mastay, Deputy City Manager
Sharrone Taylor, Director of Human Resources
Subject: Side Letter with the Richmond Fire Management
Association Regarding Special Compensation Practices
FINANCIAL IMPACT: There is no financial impact on receiving this item.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

The City Council is being asked to approve a Side Letter Agreement between the City of Richmond and the
Richmond Fire Management Association to clarify the
reporting of special compensation to the California Public Employees’ Retirement System (CalPERS) and to
change the payment frequency of holiday in-lieu pay.

RECOMMENDED ACTION: ADOPT a resolution executing a Side Letter with the Richmond Fire Management Association (RFMA)
regarding special compensation of the California Public Employees’ Retirement System – Human Resources
(Nickie Mastay/Sharrone Taylor 510-620-6602).

DISCUSSION:

The City of Richmond (City) and the Richmond Fire Management Association (RFMA) have a Memorandum of Understanding (MOU) that sets forth the terms and conditions of employment for employees represented by the RFMA. The parties executed an MOU AGENDA
REPORT
986

Page 2 of 2 ends

May 26, 2026
covering the term of July 1, 2022, through June 30, 2025. The 2022-2025 and previous MOUs have provided various special compensation items, including bilingual pay, longevity pay, training assignment pay, hazardous materials response pay, education incentive pay, holiday pay, and scheduled overtime that are reportable to CalPERS for pension purposes.

The City has been reviewing the rules governing the reporting of special compensation to CalPERS to ensure compliance with such rules.

The City met and conferred with the RFMA regarding a Side Letter to ensure compliance with CalPERS rules governing pensionable compensation. The parties are also changing the frequency at which holiday in lieu pay is paid from semi-annually to a per pay period basis on a go-forward basis. City Council approval is required to execute the Side Letter.

There is no fiscal impact because the Side Letter is clarifying existing practices regarding special compensation rate calculations and adjusting the pay frequency of holiday pay without increasing the pay.

NEXT STEPS:

City staff recommend approval of the resolution to execute the Side Letter between the City and RFMA regarding CalPERS special compensation practices.

DOCUMENTS ATTACHED:

Attachment 1 – Resolution and Side Letter
987
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA

APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF

RICHMOND AND THE RICHMOND FIRE MANAGEMENT ASSOCIATION REGARDING

SPECIAL COMPENSATION
WHEREAS, the terms and conditions of employment for employees represented by the Richmond Fire Management Association (RFMA) are set forth in a Memorandum of Understanding (MOU) between the City of Richmond (City) and RFMA; and WHEREAS, the City and RFMA executed a MOU effective July 1, 2022 through June 30, 2025; and
WHEREAS, the 2022-2025 MOU and previous MOUs have provided for various special compensation items including bilingual pay, longevity pay, training assignment pay, hazardous materials response pay, education incentive pay, holiday pay, and scheduled overtime that are reportable to CalPERS for pension purposes; and
WHEREAS, the City been reviewing the rules governing reporting special compensation to CalPERS to ensure compliance with such rules; and
WHEREAS, the City and RFMA have met and conferred in good faith; and WHEREAS, a Side Letter agreement between the City and RFMA has been created ensure compliance with CalPERS rules governing pensionable compensation; and WHEREAS, the changes incorporated are reflective of previous, current or future practice as indicated by the terms in the Side Letter; and NOW THEREFORE, BE IT RESOLVED, the Council of the City of Richmond hereby authorizes the execution of the Side Letter attached hereto as Attachment 1. -----------
I hereby certify that the foregoing Resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:
988
_____________________________

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
____________________
Mayor
Approved as to form:
____________________
City Attorney
989
unless otherwise specified herein, as follows:
990
991
Effective July 1, 2026,
992

Page 1 of 3 ends

May 26, 2026
Internal Services
DATE: May 26, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Nickie Mastay, Deputy City Manager
Nicole Williams, Human Resources Analyst II
Subject: Contract Amendment No. 2 with Anita L. Tucci-Smith for Transcription Services
FINANCIAL IMPACT: The proposed amendment increases the contract amount by $18,000, for a revised total not-to-exceed amount of $28,000. Funding is included within the approved fiscal year 2025-2026 Community Police Review Commission
budget (Account String: 01121011-400201).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

Anita L. Tucci-Smith is providing professional
transcription services to support the Community Police
Review Commission in the preparation of official meeting minutes and requires an increase in the contracted
amount to continue to provide such services.

RECOMMENDED ACTION: APPROVE a second amendment to the contract with Anita L. Tucci-Smith for professional transcription
services for the Community Review Police Commission,
increasing the contract by $18,000, for a total payment limit of $28,000, while maintaining the term expiration of June 30, 2027 – Internal Services (Nickie Mastay/Nicole Williams 510-620-6603).

AGENDA
REPORT
993

Page 2 of 3 ends

May 26, 2026
DISCUSSION:

The Community Police Review Commission (CPRC) utilizes professional transcription services to prepare official meeting minutes, which are essential for maintaining accurate records, ensuring transparency, and complying with public records requirements. The City entered into a contract with Anita L. Tucci-Smith to provide transcription services beginning January 1, 2024, with an initial contract payment limit of $3,000 (Attachment 1).

The contract was subsequently amended to extend the term through June 30, 2027, and to increase the contract amount by an additional $7,000 to address ongoing service needs. Despite this prior amendment, the CPRC’s increased meeting frequency and complexity resulted in a higher demand for transcription services than originally anticipated.

The current contract payment limit is now insufficient to support the ongoing needs of the CPRC through the remainder of the contract term. As a result, this item is being brought forward to request authorization to further amend the contract and increase the funding to ensure continuity of services.

Since the execution of the original agreement, CPRC meetings have required a higher level of transcription support than originally anticipated. The transcription of Commission meetings requires not only accuracy but also familiarity with CPRC-specific terminology, processes, and legal context. The current contractor, Anita L. Tucci-Smith, has developed significant expertise and institutional knowledge through ongoing service to the Commission.

City staff evaluated the option of procuring a new vendor; however, transitioning to a new transcription provider would likely introduce inefficiencies, including a learning curve that could result in delays, inconsistencies, or inaccuracies in meeting records.

The current contractor has demonstrated the ability to produce clear, accurate, and timely transcripts, minimizing the risk of errors and ensuring continuity in documentation standards.

Additionally, the specialized nature of the services and the familiarity required support the continuation of services with the current contractor. Retaining the existing vendor ensures reliability, consistency, and efficiency in meeting documentation. The contract amendment process is being used to increase the payment limit, consistent with City procurement requirements for contract modifications.

The attached contract amendment reflects the proposed increase in the contract payment limit and continuation of services under the same terms and conditions (Attachment 2).

City staff recommends approval of the contract amendment to increase the contract amount by $18,000 with Anita L. Tucci-Smith for transcription services. This amendment 994

Page 3 of 3 ends

May 26, 2026
will ensure that the CPRC can continue to meet its obligations to prepare meeting minutes in a timely, accurate, and consistent manner.

Approval of this amendment will maintain continuity of service, avoid disruptions associated with onboarding a new vendor, and support the Commission’s ability to operate effectively and transparently.

DOCUMENTS ATTACHED:

Attachment 1 – Original Contract
Attachment 1 – Contract Amendment #1 and Contract Amendment #2 995

CITY OF RICHMOND

SHORT FORM CONTRACT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

PR No: Vendor No: P.O./Contract No:

Description of Services:

1. Parties. The parties to this Agreement are the City
of Richmond (herein referred to as the “City”) and the
following named Contractor:
(Company)
(Street Address)
(City State, Zip Code)
(Contract Person)
(E-mail)
(Telephone)
(Fax Number)
Richmond Business License No.

Expiration Date:

2. Term. The effective date of this Agreement
is
and it terminates
unless sooner terminated as provided herein.

3. Payment Limit. City’s total payment to Contractor
under this Agreement shall not exceed ($10,000.00)
including expenses unless a contract amendment has
been approved by the City Council or City Manager.

4. City’s Obligations. City shall pay the Contractor a
not to exceed amount of $
as total payment for all services rendered.

5. Location of Services. Contractor shall perform the
services set forth herein at the following location:
___________________________________________

6. Contractor’s Obligations.

To the satisfaction of the City’s Project
Manager, Contractor shall provide the
following services:

7. Supplemental Conditions. This
Contract is subject to the Supplemental
Conditions and Special Conditions (if
applicable) attached hereto, which are
incorporated herein by this reference.

8. Insurance Provisions. This Contract is
subject to the Insurance Provisions which
are attached hereto and are incorporated
herein by this reference.

9. Signatures. These signatures attest the
parties’ agreement hereto:

CITY:

CITY OF RICHMOND, CA
a municipal corporation
By:

City Manager or Designee Signature
CONTRACTOR:

By:

Signature Date:

Short Form Contract/EJ/TE 11-30-07
Community Police Review Commission Shane Johnson [email protected] (510) 620-6787 12909 6930 Transcription services for the Community Police Review Commission (CPRC) Anita L. Tucci-Smith 5904 Herriman Drive Clayton, CA 94517-1328 Anita L. Tucci-Smith [email protected] (925) 890-0827 4005-5908 12/31/2024 January 1, 2024June 30, 2025 3,000.00 Contractor's business location Transcription services (i.e., meeting minutes) for the CPRC as needed. $75/hr DocuSign Envelope ID: 9BFF2EA3-6515-4F36-AAEB-31AC6B8C29F5 3/26/2024
4/5/2024
996
For the Contract between the City of
Richmond and
Short Form Contract Supplemental Conditions/EJ/TE 11-30-07

SUPPLEMENTAL CONDITIONS

1. It is expressly agreed that Contractor is to perform the services described herein as an independent contractor pursuant to California Labor Code Section 3353, under the control of the City as to the result of his work only but not as to the means by which such result is accomplished. Nothing contained herein shall in any way be construed to make Contractor or any of its agents or employees, an agent, employee or representative of the City. Contractor shall be entirely responsible for the compensation of any assistants used by Contractor in providing said services.

2. This Contract shall automatically terminate when the total accumulated compensation paid or due to Contractor under this Contract reaches $10,000.00. The City shall not be responsible for compensating Contractor for any amounts in excess of $10,000.00.

3. Either the City or Contractor may cancel this Contract at any time upon giving the other party ten (10) days' written notice of such cancellation. In the event of cancellation, the City shall be liable only to pay to the Contractor compensation for services rendered up to the date of the Contract's cancellation.

4. Contractor shall not assign this Contract, or any part thereof, or any right of the Contractor hereunder without the prior written consent of the City.

5. Contractor shall indemnify, defend and hold the City harmless from and against all claims, demands and causes of action for injury, death or damage to any person or property which may arise or result from the contractor's performance of this Contract or from acts or omissions of any person(s) employed by Contractor.

6. Contractor agrees to observe all applicable laws including, but not limited to, 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 to the City of Richmond for public works or for goods or service to refrain from discriminatory employment practices on the basis of the race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee of, or applicant for employment with, such contractor or subcontractor.

7. Pursuant to Chapter 7.04 and Section 7.04.160 (f) of the Municipal Code of the City of Richmond, if this Contract does not exceed five thousand dollars ($5,000.00) and if the Contractor does not make more than five thousand dollars ($5,000.00) within the City of Richmond during the fiscal year, then the Contractor shall be exempt from obtaining a City of Richmond business license.

8. If this Contract does exceed five thousand dollars ($5,000.00), or if Contractor does make more than five thousand dollars ($5,000.00) within the City of Richmond during the fiscal year, then a City of Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.

Anita L. Tucci-Smith
DocuSign Envelope ID: 9BFF2EA3-6515-4F36-AAEB-31AC6B8C29F5 997
For the Contract between the City of
Richmond and
Short Form Contract Supplemental Conditions/EJ/TE 11-30-07

SPECIAL CONDITIONS
Anita L. Tucci-Smith
The Supplemental Conditions of the Short Form Contract are hereby amended to include the following modifications:

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, prior to the execution of this Agreement.

DocuSign Envelope ID: 9BFF2EA3-6515-4F36-AAEB-31AC6B8C29F5 998
For the Contract between the City of
Richmond and
Short Form Contract Insurance Provisions/EJ/TE 11-30-07

INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.

Anita L. Tucci-Smith
DocuSign Envelope ID: 9BFF2EA3-6515-4F36-AAEB-31AC6B8C29F5 999
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
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 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.

DocuSign Envelope ID: 9BFF2EA3-6515-4F36-AAEB-31AC6B8C29F5 1000
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

PROJECT COST REQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
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.

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.

DocuSign Envelope ID: 9BFF2EA3-6515-4F36-AAEB-31AC6B8C29F5 1001
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
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 Manger. 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.

DocuSign Envelope ID: 9BFF2EA3-6515-4F36-AAEB-31AC6B8C29F5 1002

CITY OF RICHMOND
Sanctuary City Compliance
Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain businessrelations 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 understandsthe 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 understandsthat 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 servicesto ICE.

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

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

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

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
Exhibit G DocuSign Envelope ID: 9BFF2EA3-6515-4F36-AAEB-31AC6B8C29F5 3/26/2024
Anita L. Tucci-Smith
March
Clayton
26th
Anita L. Tucci-Smith
24 1003

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1007

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

P.R. No: Vendor No: P.O./Contract No:

Description of Services:

Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)

Term, Payment Limit and Service Plan
Payment Limit and Service Plan

Term and Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]

2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original
contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

Community Police Review Commission Shane Johnson [email protected] (510) 307-8007 12909 6930 Transcription services for the Community Police Review Commission (CPRC) ✔
1 Anita L. Tucci-Smith 5904 Herriman Drive Clayton, CA 94517-1328 Anita L. Tucci-Smith (925) 890-0827 [email protected] 40055908 December 31, 2024 ✔ April 5, 2024 January 1, 2024 June 30, 2025 3,000.00
Docusign Envelope ID: 67F68818-C848-4324-B14C-DCF943E66AA5 1008
Contract Amendment/EJ/TE 09-26-07

4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.

6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.

7. Signatures. These signatures attest the parties’ agreement hereto:

CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:

I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.

By _______________________
City Clerk
Approved as to form:

By_______________________
City Attorney
List of Attachments:

1. Amendment Provisions

2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.

Anita L. Tucci-Smith
Docusign Envelope ID: 67F68818-C848-4324-B14C-DCF943E66AA5 Sole Proprietor
11/26/2024
City Manager
1009
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN)

1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
____________________________________________________________ (Insert original contract commencement date)
and it terminates
___________________________________________________.
(Insert new contract termination date)
unless sooner terminated as provided herein."

2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ including expenses."
“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”

3. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

Contract Amendment/EJ/TE 9-26-07
1 6930 January 1, 2024 June 30, 2027 7,000.00 10,000.00 Anita L. Tucci-Smith
n/a
Docusign Envelope ID: 67F68818-C848-4324-B14C-DCF943E66AA5 1010

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1017

Page 1 of 3 ends

May 26, 2026
Library and Community Services
DATE: May 26, 2026
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Deputy City Manager of Community
Services
Kate Eppler, Deputy Director of Community Services –
Library
Yvette Williams-Barr, Senior Administrative Analyst
Subject: Contract with OCLC, Inc., for Library Cataloging and Metadata Subscription Services
FINANCIAL IMPACT: The proposed $150,000 expenditure is included within the proposed fiscal year 2026-2027 Library budget and
will be budgeted accordingly in subsequent fiscal year
budgets. There is no net additional impact to the General Fund (Account String: 01242255-400263).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

OCLC, Inc., is a non-profit consortium that provides the Richmond Public Library with cataloging services,
including access to software, computer codes, systems
and proprietary content used for the library’s cataloging of materials. To ensure that the library’s collections are searchable and accessible to users, the library uses
OCLC, a bibliographic utility that provides multiple access points, including subject headings, authors, publisher
information, and other relevant cataloging data. The
Library’s contract with OCLC is expiring and needs to be renewed.

AGENDA
REPORT
1018

Page 2 of 3 ends

May 26, 2026
RECOMMENDED ACTION: APPROVE a sole-source contract with OCLC, Inc., for library cataloging and metadata subscription services, for a 3-year term beginning July 1, 2026, and ending June
30, 2029, for a total not-to-exceed contract amount of
$150,000 - Community Services Department (Yvette
Williams-Barr 510-307-8165/Kate Eppler 510-620-5452).

DISCUSSION:

OCLC is a non-profit cooperative organization committed to advancing public access to global information while reducing information management costs. OCLC and its member libraries cooperatively produce and maintain WorldCat, the largest online public access cataloging in the world. OCLC is funded mainly by the fees libraries pay for the many different services it offers. OCLC is a bibliographic utility, which supports copy and original cataloging, enabling libraries to interactively create, retrieve, edit and share WorldCat bibliographic and authority records, and to maintain WorldCat holdings data. OCLC also serves as a resource-sharing database for libraries. OCLC database contains over 3.5 billion library holdings and over 600 million bibliographic records.

Sole-source procurement is appropriate here in compliance with the Richmond Municipal Code because OCLC maintains and is the sole provider of access to the WorldCat cooperative cataloging network and its associated cataloging services. No other vendor provides access to this database or the shared cataloging infrastructure used by libraries worldwide. Continued access is necessary to maintain efficient cataloging workflows and ensure consistent bibliographic and authority record standards.

OCLC is a member-based organization with more than 30,000 member libraries, archives, and museums in more than 100 countries. Many other major Bay Area library systems nearby use OCLC as their service provider for cataloging and metadata, including Oakland Public Library, Contra Costa County Library, San Francisco Public Library, and Alameda Free Library.

The benefits of utilizing OCLC services include: (a) saving staff time and reducing costs by providing cataloging support across all material formats and in more than 30 languages; (b) improving circulation and resource use by enabling users to access the Library’s bibliographic records online; (c) enabling vendors to update the Library’s holdings and provide files for upload into the integrated library system, Innovative Interfaces, Inc.’s Sierra platform; (d) increasing access points to the Library’s collection; (e) allowing library staff to focus on higher-priority service and operational tasks; and (f) improving search results through greater consistency and standardization in catalog records.

The Library’s current contract with OCLC will expire on June 30, 2026. Library staff recommend the proposed new contract be approved so that we can continue to access this important product and keep our catalog records up-to-date. 1019

Page 3 of 3 ends

May 26, 2026
DOCUMENTS ATTACHED:

Attachment 1 – Contract
Attachment 2 – Sole Source Authorization
1020

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.

Community Services - Library Yvette Williams-Barr [email protected] (510) 307-8084 3950 7891 OCLC is a bibliographical utility, which supports copy and original cataloging, enabling libraries to interactively create, retrieve, edit, and share WorldCat bibliographic and authority records. OCLC, INC 6565 Kilgour Pl Dublin, Ohio 43017-3315 Lucille Windsor (614) 787-2236 [email protected] 4006-1854 July 1, 2026 June 30, 2027 150,000.00 2026/2027 40,000.00 2027/2028 55,000.00 2028/2029 55,000.00 1021

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:

OCLC, INC
1022
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]:
7891 OCLC, INC
OCLC will provide: Access to the WorldCat bibliographic database for copy cataloging and record retrieval. Cataloging tools to create, edit, and maintain bibliographic and holdings records.

Ongoing system hosting, maintenance, and technical support. Support for interlibrary loan and resource-sharing activities. Access to training materials, documentation, and customer support.

Improved cataloging efficiency and reduced staff time. Enhanced access to library materials locally and globally. Accurate Metadata management and improved improved access to library collections.
1023
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT B

PAYMENT PROVISIONS

1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.
b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request. c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.

2. SUBMISSION OF INVOICES:

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

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

3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _______________________, before payments shall be authorized.
a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.

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

Yvette Williams-Barr Yvette Williams-Barr 7891 OCLC, INC 1024
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

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

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

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

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

Attn:

Email: ________________________________________________ Yvette Williams-Barr [email protected] 7891 OCLC, INC OCLC, INC 6565 Kilgour Pl Dublin, Ohio 43017-3315 [email protected] 1025
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

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

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

2. TIME IS OF THE ESSENCE:

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

3. STANDARD OF CARE:

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

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

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

5. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, 7891 OCLC, INC
1026
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City. b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data. c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee. d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.

7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.
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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 7891 OCLC, INC
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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 7891 OCLC, INC
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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 7891 OCLC, INC
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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 7891 OCLC, INC
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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, 7891 OCLC, INC
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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. 7891 OCLC, INC
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EXHIBIT E

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Printed Name: Title:

Signed: Date:

Business Entity:
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Emily
Combs
Digitally signed by Emily Combs Date: 2026.03.25 08:53:36 -07'00' 1041

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May 26, 2026
Library and Community Services
DATE: May 26, 2026
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Interim Director Community Services Ranjana Maharaj, Deputy Director of Community
Services, Recreation Division,
Jene Levine-Snipes, Development Project Manager
Subject: Accept the CalTrans Clean California Grant Funds for the Stronger Together Richmond Cleanup and Leadership
Program
FINANCIAL IMPACT: The proposed $255,000 expenditure is funded by the California Department of Transportation Clean California Community Clean Up and Employment Program grant.

The fiscal year 2025-2026 budget for the Community
Services Department – Recreation Division will be
increased by $255,000, and the corresponding grant
revenue account will be increased by $255,000. There is no impact to the General Fund.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

Adopt a resolution to accept and appropriate grant funds in the amount of $255,000 from the State of California
Department of Transportation (CalTrans) Clean
California Clean Up and Employment Program Grant
Program for Stronger Together Richmond Cleanup and
Leadership Program
RECOMMENDED ACTION: ADOPT a resolution to ACCEPT and APPROPRIATE grant funds in the amount of $255,000 from the State of California Department of Transportation (CalTrans) Clean California Community Clean Up and Employment
Program Grant Fund; and AUTHORIZE the City Manager
or their designee to execute the agreement – Community
Services- Recreation (LaShonda White/Ranjana
Maharaj/Jene Levine- Snipes 510-307-8132).

AGENDA
REPORT
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May 26, 2026
DISCUSSION:

Stronger Together: Richmond Clean Up and Leadership Program consists of a coordinated community beautification and workforce development initiative designed to improve neighborhood environments while building leadership and job readiness among Richmond youth. The program will provide clean-up and beautification activities in Richmond neighborhoods including Coronado, Parchester Village, Iron Triangle/Atchison Village, Pullman, and Belding Woods. Activities will include six Dumpster Day events and three volunteer Community Litter Clean-Ups. Through the City of Richmond’s I Heart Richmond program, residents will participate in clean-ups that promote waste reduction, recycling, and neighborhood stewardship.

The initiative also includes a workforce development and youth engagement component developed in partnership with Richmond Friends of Recreation (RFOR), Richmond Youth Outdoors, the Community Services Department Recreation Programs, and the Office of Neighborhood Safety (ONS) Life Skills for Peace (LS4P) program, as outlined in the grant application. The program will serve 20 youth participants who will receive leadership training, mentorship, and incentives while assisting with community clean-up activities, including supporting the Abatement Division with bulky-item pickups for seniors and individuals with disabilities prior to Dumpster Days. Participants will also attend educational field trips introducing careers in urban beautification, recycling, environmental services, landfill management, and outdoor leadership.

The Stronger Together: Richmond Clean Up and Leadership Program directly supports the agenda item presented by Councilmember Brown on July 1, 2026, and approved by City Council regarding the “Clean Richmond” Community Maintenance Crews (Item W.3). The proposed grant-funded program aims to implement a community-based neighborhood beautification and workforce development initiative focused on clean-up activities, neighborhood stewardship, youth leadership development, and community engagement. The program supports visible neighborhood maintenance efforts, community clean-up events, illegal dumping deterrence, and leadership opportunities for Richmond youth while coordinating with City departments to improve neighborhood conditions and community pride.

In addition, the program inspires and engages youth by providing leadership incentives, educational opportunities, team-building experiences, inspiring outings, hands-on service opportunities, and job-training field trips focused on environmental services, beautification, recycling, and workforce development pathways.

Pursuant to the City of Richmond Grant Management Policy, partnership-based grant applications generally require a transparent solicitation process and City Council approval prior to submission. Due to the limited one-month grant application timeline, staff identified Richmond Friends of Recreation as the proposed partner in order to submit a timely and competitive application. This report provides the required disclosure and explanation to City Council consistent with the Grant Management Policy. 1043

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May 26, 2026
On October 29, 2025, the City of Richmond submitted an application for funding to support the Stronger Together: Richmond Clean Up and Leadership Program. On February 18, 2026, the City was notified of the grant award, which marked the official start of the grant period. Program implementation and operational activities will begin following City Council approval, with staff and youth training anticipated to occur in June and July 2026, and community clean-up activities anticipated to begin in August 2026.

All grant-funded activities must be completed no later than November 1, 2027.

This deadline ensures that the program’s initiatives—including community beautification, workforce development, and youth leadership training—are carried out within the specified timeframe, allowing for proper planning and timely execution of each component.

City staff is requesting City Council adopt the resolution to accept and appropriate the grant funds and adjust the City budget accordingly to support the implementation of the Stronger Together: Richmond Clean Up and Leadership Program.

The City of Richmond Community Services-Recreation, City Manager’s Office, the Abatement Division, Community Services-Office of Neighborhood Safety, and Richmond Friends of Recreation (RFOR) are collaborating to manage program delivery, workforce training, outreach, and neighborhood engagement. The table below represents a partner collaboration and budget in the approved application:

Contractor Program/Project Amount
Office of Neighborhood
Safety
Life Skills for Peace (LS4P) workforce program
supporting 20 youth through paid job training,
mentorship, clean-up projects, outreach,
transportation, and workforce development services
$ 85,000
Richmond Friends of
Recreation
Youth Leadership and job readiness Consultant
services to provide mentorship, workforce
training, and leadership development for LS4P
youth participants
$ 20,000
I Heart Richmond
Campaign (City of
Richmond)
Dumpster Day Events, community litter clean-up
events, illegal dumping deterrence, waste disposal,
educational outreach materials, mailers, volunteer
supplies, and public engagement efforts
$ 100,000
Community ServicesRecreation, Development
Project Manager
Grant administration, interdepartmental coordination,
program oversight, and implementation of grant
recipient responsibilities
$ 25,000
Community ServicesRecreation, Associate
Management Analyst
Grant administration, fiscal tracking, reporting,
coordination, and support for program implementation
and compliance
$ 25,000
Grant Total $255,000
In-kind contributions Volunteer support, workforce safety trainings, youth recognition activities, and administration for
ONS
$ 29,356
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May 26, 2026
City staff is requesting City Council to adopt a resolution to accept and appropriate grant funds in the amount of $255,000 from the State of California Department of Transportation (CalTrans) Clean California Clean Up and Employment Program Grant Program for Stronger Together Richmond Cleanup and Leadership Program.

DOCUMENTS ATTACHED:

Attachment 1 – Resolution
Attachment 2 – Grant Agreement
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ATTACHMENT 1

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DocID #68491v1
RESOLUTION NO._____________________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

RICHMOND, CALIFORNIA FOR AUTHORIZATION TO ACCEPT AND

APPROPRIATE THE CALIFORNIA DEPARTMENT OF

TRANSPORTATION CLEAN CALIFORNIA COMMUNITY CLEAN UP

AND EMPLOYMENT PATHWAYS GRANT PROGRAM FUNDS IN AN
AMOUNT NOT TO EXCEED $255,000 FOR THE STONGER TOGETHER

RICHMOND CLEAN UP AND LEADERSHIP PROGRAM
WHEREAS, the State of California Department of Parks and Recreation (“State”) issued a Notice of Funding Availability (“NOFA”) on September 15, 2025 for the California Department of Transportation Clean California Community Clean Up and Employment Pathways Grant (“Clean California CCEP”) grant funds to benefit low-income residents or communities of California; and
WHEREAS, the City of Richmond, as a municipal corporation and a charter city, applied and was awarded the Clean California CCEP grant for the Stronger Together Richmond Clean Up and Leadership program; and
WHEREAS, on February 18, 2026 the City of Richmond was notified of a grant award in the amount of $255,000 to support the implementation of the Stronger Together Richmond Clean Up and Leadership program; and
WHEREAS, the City of Richmond has received and accepted the Agenda Report regarding this Resolution.

NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of Richmond finds the above recitals accurate and have served together with the Agenda Report as the basis for the findings and approvals set forth in this Resolution; and
BE IT FURTHER RESOLVED THAT the City Council of the City of Richmond accepts and appropriates grant program funds from the California Department of Transportation Clean California Community Clean Up and Employment Pathways Grant in the amount of $255,000 for the purpose of supporting the implementation of the Stronger Together Richmond Clean Up and Leadership program; and
BE IT FURTHER RESOLVED THAT the City Council of the City of Richmond authorizes the City Manager or their designee to execute the Grant Agreement, and all other documents required by the State for participation in the Clean California CCEP Program, and any amendments thereto. 1046
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DocID #68491v1
--------------------------------------------------------------------------- I hereby certify that the foregoing resolution was passed and adopted by the Members of the City Council of the City of Richmond at a regular meeting held on XXXX, 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTENTION:
____________________________
Clerk of the City of Richmond
(SEAL)
Approved:
__________________
Mayor
Approved as to form:
_________________
City Attorney
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Clean California Local Grant Program (State)
Restricted Grant Agreement
This Restricted Grant Agreement (RGA), between the State of California acting by and through its Department of Transportation, referred to herein as CALTRANS, and the City of Richmond, hereinafter referred to as AGENCY, will commence on April 01, 2026, or upon approval by CALTRANS, whichever occurs later. This RGA is of no effect unless approved by CALTRANS.

AGENCY shall not receive payment for work performed prior to approval of this RGA and before receipt of Notice to Proceed from CALTRANS. This RGA shall expire on November 1, 2027.

Recitals

1. Under this RGA, CALTRANS intends to convey State restricted grant funds to AGENCY, pursuant to Budget Act Line Item 2660-130-0001, who will implement the project pursuant to the attached Approved Grant Application and Amendment(s) to Grant Application, Attachment III under the terms, covenants, and conditions of this RGA.

2. CALTRANS and AGENCY intend that only funds that are authorized as restricted grants will be subject to this RGA, and that no funds that should be the subject of a Joint Powers Agreement, Interagency Agreement, or other non-grant agreement shall be subject to this RGA.

3. WHEREAS, the Clean CA Program, through its Clean CA Local Grants Program, is authorized under California Streets and Highways Code Section 91.41 to provide funding and resources to support local projects that advance the program's goals and objectives;

4. WHEREAS, California Streets and Highways Code Section 91.41 provides the legislative authority for the Clean CA Program to advance the following intent and objectives:
a. Reduce Waste and Beautify Public Spaces: The primary goal of the program is to allocate grants to local and regional public agencies, transit agencies, and tribal governments to reduce waste and debris within public rights-of-way, tribal lands, parks, pathways, transit centers, and other public spaces. The program aims to enhance, rehabilitate, restore, or install measures to beautify and improve these public spaces. b. Improve Public Health and Community Placemaking: The program seeks to enhance public health, cultural connection, and community placemaking by improving public spaces for walking and recreation. By investing in the improvement of these spaces, it aims to create a positive and welcoming environment for the community. c. Promote Equity for Underserved Communities: The program places a strong emphasis on advancing equity for underserved communities.
d. Support Sustainable Practices: The program encourages the implementation of sustainable practices in the beautification and enhancement of public spaces. This includes greening efforts, such as providing shade and reducing the urban heat island effect, as well as using native, low-water plants.
e. Engage Local Communities: The program promotes community engagement by requiring project proposals to reflect community priorities. It encourages the involvement of local communities in the development and selection of projects to ensure they meet the needs and preferences of the affected population.
f. Prohibit Displacement of Persons Experiencing Homelessness: The program prohibits grants from funding projects that displace persons experiencing homelessness. This 1048
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reflects the intention to address public space improvements without negatively impacting vulnerable populations.
g. Transparent and Efficient Grant Allocation: The program requires the program to issue a call for projects and announce grant awards. The guidelines for allocating grants must include project selection criteria and program evaluation metrics.

5. WHEREAS, the purpose of this RGA is to authorize Caltrans districts to enter into agreements with local agencies to support the development, implementation, and funding of local agencies partnership projects that align with the goals and priorities of the Clean CA Program and comply with California Streets and Highways Code Section 91.41;

6. WHEREAS, this RGA establishes a framework for Caltrans districts to provide financial contributions and other assistance to local agencies, fostering effective collaboration and coordination to deliver successful transit partnership projects;

7. WHEREAS, this RGA emphasizes transparency, objective evaluation, and fair allocation of resources, ensuring that projects scoring higher based on established criteria receive prioritization for funding and implementation;

8. WHEREAS, the Clean CA Program facilitates collaboration between Caltrans districts and local agencies to support litter abatement and public space beautification efforts on locally owned public right-of-way while creating workforce development opportunities for individuals facing barriers to employment that align with the goals and priorities of the Clean CA Program and comply with California Streets and Highways Code Section 91.41;

9. WHEREAS, the Clean CA Program, in partnership with Caltrans districts, seeks to enhance local right-of-way areas to address waste management challenges, graffiti mitigation, and public space beautification, thereby contributing to create cleaner, safer, and more equitable public spaces throughout California;

10. WHEREAS, the Clean CA Program, established by the State of California, is a transformative initiative which promotes sustainable transportation alternatives, reducing greenhouse gas emissions, and combatting climate change to improve the overall quality of life for residents and visitors of California;

11. WHEREAS, the Clean CA Program envisions a comprehensive approach to address transportation challenges, enhance transit infrastructure, and support local agencies in their efforts to create efficient, safe, and environmentally friendly transit options;

12. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Parties enter into this RGA to advance the purpose and intent of the Clean CA transit initiative, harnessing the legislative authority provided under California Streets and Highways Code Section 91.41, and collaborating on transit partnership projects that contribute to a sustainable, innovative, and well-connected transportation network throughout the State of California.

Now, Therefore, based upon the terms, covenants, and conditions of this RGA, the parties agree as follows:

Section I
AGENCY Agrees:

To timely and satisfactorily complete all Project work described in Attachment III (“Project Work”) within the project budget and in accordance with the items of this RGA. 1049
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Section ll
CALTRANS Agrees:

That when conducting an audit of the costs claimed by AGENCY under the provisions of this RGA, to conduct the audit in accordance with applicable laws and regulations.

Section lII
It Is Mutually Agreed:

1. Under this RGA, CALTRANS will convey State grant restricted funds to AGENCY, pursuant to Budget Act Line Item 2660-130-0001, and AGENCY will use the funds to only conduct the scope of work identified in this agreement and authorized by Streets and Highway Code section 91.41 The funds subject to this RGA must be identified as available to a public entity that is responsible for implementing the scope of work authorized under the Clean California Program in CALTRANS’ budget, and AGENCY represents and warrants that it is a public entity that is responsible for implementing the scope of work authorized under the Clean California Program.

2. Under this restricted grant, funds may be only used for the purposes set forth in this RGA, AGENCY Resolution (Attachment IV), Approved Grant Application and Amendment(s) to Grant Application (Attachment III), and the Grant Program Guidelines (Attachment I), and the funds may only be used for costs and expenses that are directly related to such purpose.

3. AGENCY shall perform all the duties and obligations described in Stronger Together: Richmond Clean Up and Leadership Program, hereinafter “Project”, subject to the terms and conditions of this RGA and Approved Grant Application and Amendment(s) to Grant Application (Attachment III), which are attached hereto as Attachment III.

4. The resolution authorizing AGENCY to execute this RGA pertaining to the above-described Project is attached hereto as Attachment IV.

5. All services performed by AGENCY pursuant to this RGA shall be subject to and performed in accordance with California Streets and Highways Code §91.41 including, but not limited to, Government Code Section 14460(a)(1), as well as all applicable Federal, State, and Local laws, regulations, and ordinances, all applicable CALTRANS policies and procedures, and all applicable CALTRANS published manuals, including, but not limited to, the Grant Program Guidelines (Attachment I).

California Government Code Section 14460(a)(1) provides: “The department [CALTRANS], and external entities that receive state and federal transportation funds from the department, are spending those funds efficiently, effectively, economically, and in compliance with applicable state and Federal requirements. Those external entities include, but are not limited to, private for profit and nonprofit organizations, local transportation agencies, and other local agencies that receive transportation funds either through a contract with the department or through an agreement or grant administered by the department.”
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6. Project funding is as follows:

Fund Title Fund Source Dollar Amount
Clean California Funds State General Fund (0001)
Budget Item 2660-130-0001
State Program Code

20.30.010.900
FY 2025/26 $255,000.00
Local Match Agency Provided $29,357.00
Total Project Costs $284,357.00
For Caltrans Use Only
I hereby Certify upon my own personal knowledge that budgeted funds are available for encumbrance.

Accounting Officer Printed
Name
Accounting Officer
Signature
Date Amount Certified

7. This RGA is exempt from the legal review and approval by the Department of General Services, pursuant to Legal Opinions of the Attorney General: 58 Ops. Cal. Atty. Gen. 586 (1975), 63 Ops.

Cal. Atty. Gen. 290 (1980), 74 Ops. Cal. Atty. Gen. 10 (1991), and 88 Ops. Cal. Atty. Gen. 56.

8. Notification of Parties
a. AGENCY’s Project Manager for Project is Jene Levine Snipes (510) 307-8132. b. CALTRANS’ District Partnership Liaison is Ida Tu (510) 496-9069. “District Partnership Liaison” as used herein includes his/her designee.
c. All notices herein provided to be given, or which may be given, by either party to the other, shall be deemed to have been fully given when made in writing and received by the parties at their respective addresses:

City of Richmond, Community Services-Recreation
Attention: Jene Levine Snipes, Development Project Manager Phone Number: (510) 307-8132
Email: [email protected]
3230 Macdonald Ave., Richmond CA 94804
California Department of Transportation, District Partnership Liaison District 4 Clean California
Attention: Ida Tu, Clean CA Grant Manager
Phone Number: (510) 496-9069
Email: [email protected]
Address: 111 Grand Avenue
Oakland, CA 94612
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9. Period of Performance
a. Reimbursable work under this RGA shall begin no earlier than on April 01, 2026, following the written approval of CALTRANS and AGENCY’s receipt of the Notice to Proceed letter of this RGA by CALTRANS. All reimbursable work shall terminate no later than November 1, 2027.

Project closeout and final invoicing to CALTRANS must be submitted no later than June 30, 2027. Work incurred after November 1, 2027, will not be reimbursed. Payment shall be forfeit for any and all invoicing submitted to CALTRANS after November 1, 2027. Notwithstanding the foregoing, Caltrans will reimburse for actual close out costs incurred by AGENCY through November 1, 2027 (which, in total, shall not exceed 5% of the grant award). b. If requested by the CALTRANS District Partnership Liaison, AGENCY will attend a kickoff meeting with CALTRANS to be scheduled within one (1) week from receipt of Notice to Proceed sent by CALTRANS.

10. Changes in Terms/Amendments
This Agreement may only be amended or modified by mutual written agreement of the parties.

11. Cost Limitation
a. The maximum total amount granted and reimbursable to AGENCY pursuant to this RGA by CALTRANS shall not exceed $255,000.00.
b. It is agreed and understood that the Clean CA funds are limited to the amount granted.

CALTRANS will only reimburse the cost of services actually incurred in accordance with the provisions of this RGA and as authorized by the CALTRANS District Partnership Liaison at or below that fund limitation established herein.

12. Termination
a. CALTRANS reserves the right to terminate this RGA upon written notice to AGENCY at least 30 days in advance of the effective date of such termination in the event CALTRANS determines (at its sole discretion) that AGENCY failed to proceed with PROJECT Work in accordance with the terms of this RGA. In the event of termination for convenience, CALTRANS will reimburse AGENCY for all allowable, authorized, and non-cancelled costs up to the date of termination.

AGENCY shall return any unused advance amounts which cannot be supported by eligible expenditure documentation.
b. This RGA may be terminated by either party for any reason by giving written notice to the other party at least 30 days in advance of the effective date of such termination. In the event of termination for convenience, CALTRANS will reimburse AGENCY for all costs that are expressly allowable, pre-authorized in writing, and non-cancellable, up to the date of termination. c. AGENCY has 60 days after the Termination Date to submit accurate invoices to CALTRANS to make final allowable payments for Project costs in accordance with the terms of this RGA.

Failure to submit invoices within this period of time shall result in a waiver by AGENCY of its right to reimbursement of expended costs. Costs that are reimbursed and later determined to be ineligible for reimbursement shall be returned by AGENCY to CALTRANS.

13. Budget Contingency Clause
a. It is mutually agreed that if the US Congress or the State Legislature fail to appropriate or allocate funds during the current year and/or any subsequent years covered under this RGA do not appropriate sufficient funds for the program, this RGA shall be of no further force and effect.

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furnish any other considerations under this RGA and AGENCY shall not be obligated to perform any provisions of this RGA.
b. The certification of FY 2025/26 funds will be contingent upon the passage of the FY 2023/24 Budget. Payment for any work performed that is funded by FY 2023/24 will be delayed if the FY 2023/24 Budget is not signed by June 30, 2023. Pursuant to Government Code (GC), Section 926.10, no late payment penalty shall accrue during any time period for which no Budget Act in effect. If funding for any fiscal year is reduced or deleted by US Congress or State Legislature for purposes of this program, CALTRANS shall have the option to either terminate this RGA with no liability occurring to CALTRANS or offer an RGA Amendment to AGENCY to reflect reduced amount.

14. Payment and Invoicing
a. AGENCY, its contractors, subcontractors and sub-recipients, shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line. The accounting system of AGENCY, its contractors, all subcontractors, and sub-recipients shall conform to Generally Accepted Accounting Principles (GAAP) and any standards specified by the source of funds, to enable the determination of incurred costs at interim points of completion, and to provide support for reimbursement payment vouchers or invoices.
b. The method of payment for this RGA will be based on the actual allowable costs that are incurred in accordance with the provisions of this RGA and in the performance of the Approved Grant Application and Amendment(s) to Grant Application (Attachment III). CALTRANS will reimburse AGENCY for expended actual allowable direct costs, and including, but not limited to, labor costs, travel, and contracted consultant services costs incurred by AGENCY in performance of the Project Work. Indirect costs are reimbursable only if the AGENCY has identified the estimated indirect cost rate in Attachment II and an approved Indirect Cost Allocation Plan or an Indirect Cost Rate Proposal as set forth in Section III–Cost Principles, Item 16d. The total cost shall not exceed the cost reimbursement limitation set forth in Section III–Cost Limitations, Item 11a. Actual costs shall not exceed the estimated wage rates, labor costs, travel, and other estimated costs and fees set forth in Attachment III without an amendment to this RGA, as agreed between CALTRANS and AGENCY. c. Reimbursement of AGENCY expenditures will be authorized only for those allowable costs actually incurred by AGENCY in accordance with the provisions of this RGA and in the performance of Project Work. AGENCY must not only have incurred the expenditures on or after the start date and the issuance of the Notice to Proceed letter for this RGA and before the Expiration Date but must have also paid for those costs to claim any reimbursement. d. The AGENCY indirect cost rate must be approved in writing by the California Department of Transportation Independent Office of Audits and Investigations or federal cognizant agency before any reimbursement payment is made by CALTRANS to AGENCY for such cost. e. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e. non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to AGENCY, its subrecipients, contractors, and/or subcontractors, at the time and location required as specified in the California Department of Transportation's Travel Guide Exception Process at the following link: https://travelpocketguide.dot.ca.gov/.

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f. AGENCY shall submit invoices to CALTRANS at least quarterly, but no more frequently than monthly, in arrears upon completion of project tasks, milestone and/or deliverables in accordance with the Project Timeline in Attachment III to the satisfaction of CALTRANS District Partnership Liaison
g. Invoices shall reference this RGA Number and shall be signed and submitted to CALTRANS District Partnership Liaison, as stated in Section III–Notification of Parties, Item 8c. h. Invoices shall include the following information:
1) Names of the AGENCY personnel performing work
2) Dates and times of Project Work
3) Locations of Project Work
4) Itemized costs as set forth in Attachment III, including identification of each employee, contractor or subcontractor staff who provided services during the period of the invoice, the number of hours and hourly rates for each employee, contractor, sub-recipient or subcontractor staff member, authorized travel expenses with receipts, receipts for authorized materials or supplies, and contractor, subrecipient and subcontractor invoices. 5) AGENCY shall submit written progress reports with each set of invoices to allow CALTRANS District Partnership Liaison to determine if AGENCY is performing to expectations, is on schedule, is within funding cost limitations, to communicate interim findings, and to afford occasions for airing difficulties respecting special problems encountered so that remedies can be developed.
i. Incomplete or inaccurate invoices shall be returned to the AGENCY unapproved for correction.

Failure to submit invoices on a timely basis may be grounds for termination of this RGA for material breach per Section III–Termination, Item 12.
j. CALTRANS will reimburse AGENCY for all allowable Project costs at least quarterly, but no more frequently than monthly, in arrears as promptly as CALTRANS fiscal procedures permit upon receipt of an itemized signed invoice.
k. The RGA Expiration Date refers to the last date for AGENCY to incur valid Project costs or credits and is the date this RGA expires. AGENCY has until June 30, 2027, to make final allowable payments to Project contractors or vendors, and November 1, 2027, to submit the Project’s Final Report, as defined in Attachment I and a final invoice to CALTRANS for reimbursement for allowable Project costs. Any unexpended Project funds not invoiced by the 60th day will be reverted and will no longer be accessible to reimburse late Project invoices contractor.
l. The final invoice will be paid upon submission by AGENCY to CALTRANS and acceptance by CALTRANS of the Final Delivery Report. Complete final delivery reports and invoices must be submitted to CALTRANS by November 1, 2027.

15. Quarterly Progress Reporting
a. AGENCY shall submit written quarterly progress reports to the CALTRANS District Partnership Liaison to determine if AGENCY is performing to expectations, is on schedule, is within funding cost limitations, to communicate interim findings, and to afford occasions for airing difficulties respecting special problems encountered so that remedies can be developed.
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16. Cost Principles
a. AGENCY agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
b. AGENCY agrees, and will assure that its contractors, sub-recipients, in-kind contributors, and subcontractors will be obligated to agree, that (a) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual Project cost items and (b) and (b) all parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

Every sub-recipient receiving Project funds as a sub-recipient, contractor, or subcontractor under this RGA shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards to the extent applicable. c. Any Project costs for which AGENCY has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, and/or Part 48, Chapter 1, Part 31, are subject to repayment by AGENCY to CALTRANS. Should AGENCY fail to reimburse moneys due CALTRANS within 30 days of discovery or demand, or within such other period as may be agreed in writing between the parties hereto, CALTRANS is authorized to intercept and withhold future payments due AGENCY from CALTRANS or any third-party source, including, but not limited to, the State Treasurer, the State Controller or any other fund source.
d. Prior to AGENCY seeking reimbursement of indirect costs, AGENCY must have identified estimated indirect cost rate in Attachment II, prepare and submit annually to CALTRANS for review and approval an indirect cost rate proposal and a central service cost allocation plan (if any) in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and Chapter 5 of the Local Assistance Procedures Manual which may be accessed at: https://dot.ca.gov/-/media/dotmedia/programs/local-assistance/documents/lapm/ch05.pdf e. AGENCY agrees and shall require that all its agreements with consultants and subrecipients contain provisions requiring adherence to this section in its entirety except for section c, above.

17. Americans with Disabilities Act
By signing this Agreement, AGENCY assures CALTRANS that in the course of performing Project Work, it will fully comply with the applicable provisions of the Americans with Disabilities Act (ADA) of 1990, as amended, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 USC Section 12101 et seq.).

18. Iran Contracting Act
AGENCY must complete and submit to CALTRANS the Iran Contracting Act Certification certifying that it is not on the most current DGS list of Entities Prohibited from Contracting with Public Entities in California per the Iran Contracting Act, 2010 (https://www.dgs.ca.gov/PD/Resources/PageContent/Procurement-Division-Resources-List-Folder/List-of-Ineligible-Businesses), before the Agreement has been executed, unless Contractor is exempted from the certification requirement by Public Contract Code Section 2205(c) or (d). If claiming an exemption, the proposed Contractor 1055
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shall provide written evidence that supports an exemption under Public Contract Code Section 2203(c) or (d) before execution of the Agreement.

19. Indemnification
a. Neither CALTRANS nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by AGENCY, its officers, employees, agents, its contractors, its subrecipients, or its subcontractors under or in connection with any work, authority, or jurisdiction conferred upon AGENCY under this RGA.

It is understood and agreed that AGENCY shall fully defend, indemnify, and save harmless CALTRANS and all of CALTRANS’ officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, including, but not limited to, tortuous, contractual, likeness statutes under California Civil Code §§ 3344 and 3344.1, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by AGENCY, its officers, employees, agents, contractors, subrecipients, or subcontractors under this RGA.
b. AGENCY agrees to fully defend, indemnify, and save harmless CALTRANS and all of its officers and employees from any and all claims, lawsuits, or legal actions, including reasonable attorneys’ fees and legal costs, relating to intellectual property claims arising from or related to the Project and/or any work procured under this RGA, including but not limited to claims based on (1) U.S. federal or state trademark infringement laws, (2) patent infringement laws (3) 17 U.S.C. §§ 101-810 (the Copyright Act of 1976, as modified), (4) 17 U.S.C. § 106A(a) (the Visual Artists Rights Act of 1990, “VARA”), (5) 17 U.S.C. § 113, (6) California Civil Code § 987 (the California Art Preservation Act), California Civil Code §989, or (7) any other rights arising under U.S. federal or state laws or under the laws of any other country that conveys rights and protections of the same nature as those conveyed under 17 U.S.C. §106A(a) and California Civil Code §987, including intellectual property claims arising from or related to breach of contract, inverse condemnation, conversion, and/or taking of property.

20. Nondiscrimination Clause (2 CCR 11105 Clause b)
a. During the performance of this RGA, the AGENCY, its contractors, its subrecipients, and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. AGENCY shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. b. AGENCY shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code Sections 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Sections 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code Sections 11135-11139.5), and the regulations or standards adopted by CALTRANS to implement such article. c. AGENCY shall permit access by representatives of the Department of Fair Employment and Housing and CALTRANS upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other 1056
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sources of information and its facilities as said Department or CALTRANS shall require to ascertain compliance with this clause.
d. AGENCY and its contractors, its sub-recipients, and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
e. AGENCY shall include the nondiscrimination and compliance provisions of this clause in all agreements with its sub-recipients, contractors, and subcontractors, and shall include a requirement in all agreements with all of same that each of them in turn include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts they enter into to perform work under this RGA.

21. Retention of Records/Audits
a. AGENCY, its contractors, subcontractors, and sub-recipients, agree to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
b. AGENCY, its contractors, subcontractors, and sub-recipients shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line. The accounting system of AGENCY, its contractors, all subcontractors, and sub-recipients shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. All accounting records and other supporting papers of AGENCY, its contractors, subcontractors and sub-recipients connected with Project performance under this RGA shall be maintained for a minimum of three (3) years from the date of final payment to AGENCY and shall be held open to inspection, copying, and audit by representatives of CALTRANS, the California State Auditor, and auditors representing the federal government. Copies thereof will be furnished by AGENCY, its contractors, its subcontractors, and sub-recipients upon receipt of any request made by CALTRANS or its agents. In conducting an audit of the costs and match credits claimed under this RGA, CALTRANS will rely to the maximum extent possible on any prior audit of AGENCY pursuant to the provisions of State and AGENCY law. In the absence of such an audit, any acceptable audit work performed by AGENCY’s external and internal auditors may be relied upon and used by CALTRANS when planning and conducting additional audits. c. For the purpose of determining compliance with applicable State and AGENCY law in connection with the performance of AGENCY’s contracts with third parties pursuant to Government Code Section 8546.7, AGENCY, AGENCY’s sub-recipients, contractors, subcontractors, and CALTRANS, shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to AGENCY under this RGA. CALTRANS, the California State Auditor, or any duly authorized representative of CALTRANS or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to a Project for audits, examinations, excerpts, and transactions, and AGENCY shall furnish copies thereof if requested. d. AGENCY, its subrecipients, contractors, and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent 1057
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data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by CALTRANS, for the purpose of any investigation to ascertain compliance with this RGA.
e. Additionally, all grants may be subject to a pre-award audit prior to execution of this RGA to ensure AGENCY has an adequate financial management system in place to accumulate and segregate reasonable, allowable and allocable costs.
f. Any contract with a contractor, subcontractor, or sub-recipient entered into as a result of this RGA shall contain all the provisions of this article.

22. Adjudication of Facts in Disputes
a. Any dispute concerning a question of fact arising under this RGA that is not disposed of by agreement shall be decided by the CALTRANS Contract Officer, who may consider any written or verbal evidence submitted by AGENCY. The CALTRANS Contract Officer shall issue a written decision within 30 days of receipt of the dispute. If AGENCY rejects the decision of the CALTRANS Contract Officer, AGENCY can pursue any and all remedies authorized by law. Neither party waives any rights to pursue remedies authorized by law.
b. Neither the pendency of a dispute nor its consideration by CALTRANS Contract Officer will excuse AGENCY from full and timely performance in accordance with the terms of this RGA.

23. Third-Party Contracts
a. AGENCY shall perform the work contemplated with resources available within its own organization and no portion of the work shall be contracted to a third party without prior written authorization by the CALTRANS District Partnership Liaison unless expressly included (subrecipient identified) in Attachment III as Project Work. b. All State-government-funded procurements must be conducted using a fair and competitive procurement process. AGENCY may use its own procurement procedures as long as the procedures comply with the local AGENCY’s laws, rules, and ordinances governing procurement and all applicable provisions of State law, including, without limitation, the requirement that the AGENCY endeavor to obtain at least three (3) competitive bids for solicitation of goods, services, and consulting services (see Part 2, Chapter 2, Articles 3 and 4 of the Public Contract Code); a qualifications-based solicitation process, for which statements of qualifications are obtained from at least three (3) qualified firms for architecture and engineering services (see Title 1, Division 5, Chapter 10 of the Government Code); and, the applicable provisions of the State Contracting Manual (SCM), Chapter 5, which are not inconsistent with this Item 23, Third Party Contracts. The SCM can be found and the following link: https://www.dgs.ca.gov/OLS/Resources/PageContent/Office-of-Legal-Services-Resources-List-Folder/State-Contracting. c. Any contract entered into as a result of this RGA shall contain all the provisions stipulated in this RGA to be applicable to AGENCY’s sub-recipients, contractors, and subcontractors.

Copies of all agreements with sub-recipients, contractors, and subcontractors, must be submitted to the CALTRANS District Partnership Liaison. d. CALTRANS does not have a contractual relationship with the AGENCY’s subrecipients, contractors, or subcontractors, and the AGENCY shall be fully responsible for all work performed by its subrecipients, contractors, or subcontractors. 1058
City of Richmond
Agreement Number 04-CCEP-03
AMS ADV ID: 0426000321

Page 12 of 20 ends

e. Prior authorization in writing by the CALTRANS District Partnership Liaison shall be required before AGENCY enters into any non-budgeted sub-agreement. AGENCY shall provide an evaluation of the necessity or desirability of incurring such costs. AGENCY shall retain all receipts for such purchases or services and shall submit them with invoices per Section III–Payment and Invoicing, Item 14(h)(4), above. f. Any contract entered into by AGENCY as a result of this RGA shall mandate that travel and per diem reimbursements and third-party contract reimbursements to subrecipients, contractors, and subcontractors, will be allowable as Project costs only after those costs are incurred and paid for by the subrecipients, contractors, and subcontractors. Travel expenses and per diem rates for subcontractors shall be reimbursed pursuant to Section III–Payment and Invoicing, Item 14c, above.

24. Drug-Free Workplace Certification
By signing this RGA, AGENCY hereby certifies under penalty of perjury under the laws of California that AGENCY will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code Sections 8350 et seq.) and will provide a Drug-Free workplace by doing all of the following:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). b. Establish a Drug-Free Awareness Program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
1) The dangers of drug abuse in the workplace.
2) The person's or organization's policy of maintaining a Drug-Free workplace. 3) Any available counseling, rehabilitation, and employee assistance programs. 4) Penalties that may be imposed upon employees for drug abuse violations. c. Provide, as required by Government Code Section 8355(a)(3), that every employee who works on the proposed contract or grant:
1) Will receive a copy of the company's Drug-Free policy statement. 2) Will agree to abide by the terms of the company's statement as a condition of employment on the contract or grant.
d. Failure to comply with these requirements may result in suspension of payments under this RGA or termination of this RGA or both, and AGENCY may be ineligible for the award of any future state contracts if CALTRANS determines that any of the following has occurred: (1) AGENCY has made a false certification or, (2) AGENCY violates the certification by failing to carry out the requirements as noted above.

25. Relationship of Parties
It is expressly understood that this agreement is executed by and between two (2) independent governmental entities and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of an independent party. 1059
City of Richmond
Agreement Number 04-CCEP-03
AMS ADV ID: 0426000321

Page 13 of 20 ends

26. State-Owned Data
a. AGENCY agrees to comply with the following requirements to ensure the preservation, security, and integrity of State-owned data on portable computing devices and portable electronic storage media:
1) Encrypt all State-owned data stored on portable computing devices and portable electronic storage media using government-certified Advanced Encryption Standard (AES) cipher algorithm with a 256-bit or 128-bit encryption key to protect CALTRANS data stored on every sector of a hard drive, including temp files, cached data, hibernation files, and even unused disk space.
2) Data encryption shall use cryptographic technology that has been tested and approved against exacting standards, such as FIPS 140-2 Security Requirements for Cryptographic Modules.
3) Encrypt, as described above, all State-owned data transmitted from one computing device or storage medium to another.
4) Maintain confidentiality of all State-owned data by limiting data sharing to those individuals contracted to provide services on behalf of the State, and limit use of State information assets for State purposes only.
5) Install and maintain current anti-virus software, security patches, and upgrades on all computing devices used during the course of the Agreement. 6) Notify the CALTRANS District Partnership Liaison immediately of any actual or attempted violations of security of State-owned data, including lost or stolen computing devices, files, or portable electronic storage media containing State-owned data. 7) Advise the owner of the State-owned data, the AGENCY Information Security Officer, and the AGENCY Chief Information Officer of vulnerabilities that may present a threat to the security of State-owned data and of specific means of protecting that State-owned data. b. AGENCY agrees to use the State-owned data only for State purposes under this Agreement. c. AGENCY agrees to not transfer State-owned data to any computing system, mobile device, or desktop computer without first establishing the specifications for information integrity and security as established for the original data file(s) (State Administrative Manual (SAM) Section 5335.1).

27. CALTRANS’ Use of “Before” and “After” Project Photographs a. AGENCY acknowledges it provided a “Before” photograph of the Project with the AGENCY’s application for the Clean California Local Grant Program. AGENCY acknowledges and agrees it must provide an “After” photograph of the Project as part of the close out reporting process. b. AGENCY warrants it is the copyright owner of the “Before” and “After” Project photographs. c. Neither the “Before” nor “After” Project photographs shall include the faces of any individuals.
d. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the “Before” and “After” Project photographs, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication. 1060
City of Richmond
Agreement Number 04-CCEP-03
AMS ADV ID: 0426000321

Page 14 of 20 ends

e. When applicable, AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.

28. Limited Grant of Rights to CALTRANS for Use of Educational Programming (“educational programming”) Created or Produced for Project and Visual Art Located Outside of State Right-ofWay (“Artwork”) Created or Produced for Project a. Educational programming:
i. AGENCY shall obtain from any and all copyright owner(s) of educational programming a sublicensable, irrevocable, perpetual, royalty-free, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the educational programming created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, exhibition catalogues or other similar publication. AGENCY shall obtain any and all other intellectual property rights necessary to make this grant to CALTRANS as described in this RGA.
ii. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the educational programming created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication.
iii. When applicable, AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license or sublicense described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.
iv. To the extent any logos, including trademarks or service marks, belonging to third parties and/or the AGENCY are used on educational programming created or produced for Project under this RGA, AGENCY agrees to obtain and grant all necessary rights for CALTRANS to use and allow agents of CALTRANS to use the logos in connection with use of the educational programming for non-commercial purposes or State government purposes. This includes but is not limited to reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education and exhibition catalogues or other similar publication. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required. b. Artwork:
i. AGENCY shall obtain from the artist(s), or any other copyright owner(s) of Artwork, a sublicensable, irrevocable, perpetual, royalty-free, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of Artwork created or produced for Project under this RGA, or 1061
City of Richmond
Agreement Number 04-CCEP-03
AMS ADV ID: 0426000321

Page 15 of 20 ends

derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication. AGENCY shall obtain any and all other intellectual property rights necessary to make this grant to CALTRANS as described in this RGA.
ii. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of Artwork created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication.
iii. AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license or sublicense described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.

29. Government Purpose Rights for Inventions
a. Inventions are any idea, methodologies, design, concept, technique, invention, discovery, improvement or development regardless of patentability made solely by AGENCY or jointly with the AGENCY’s contractor, subcontractor and/or subrecipient during the term of this RGA and in performance of any work under this RGA, provided that either the conception or reduction to practice thereof occurs during the term of this RGA and in performance of work issued under this RGA.
b. CALTRANS will have Government Purpose Rights to any inventions created as a result of the Project. “Government Purpose Rights” are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights, and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose any said invention. “Government Purpose Rights” also include the right to release or disclose said invention(s) outside CALTRANS for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the invention(s) for any State government purpose. “Government Purpose Rights” do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the invention(s) for any commercial purpose.

30. Additional Intellectual Property Provisions
a. To the extent any intellectual property is created or produced for Project under this RGA, and not covered in other provisions of this RGA, AGENCY agrees to take reasonable steps to ensure that CALTRANS has the rights necessary to allow for use of the intellectual property in a fashion substantially similar to other rights for non-commercial uses and State government purposes described in this RGA.
b. If additional uses are reasonably determined to be needed by CALTRANS for public outreach purposes, AGENCY will obtain rights and grant CALTRANS and its agents said additional rights for use of the “Before” and “After” Project photos, Artwork created or produced for Project under this RGA, and educational programming created or produced for Project under this RGA. 1062
City of Richmond
Agreement Number 04-CCEP-03
AMS ADV ID: 0426000321

Page 16 of 20 ends

The grant will be an irrevocable, non-exclusive, perpetual, royalty-free, sublicensable, unlimited, worldwide license.
c. When requested to so do by AGENCY, all reproductions and/or copies by CALTRANS of “Before” or “After” Project photographs, educational programming, and Artwork shall contain a credit to the Artist/ Copyright owner(s) and a copyright notice in substantially the following form:
© [Artist/Copyright owner’s name, date of publication]. AGENCY bears sole responsibility to promptly notify CALTRANS, in writing, about instances where such accreditation is requested and provide the Artist/ Copyright owner’s name and date of publication. CALTRANS will make reasonable efforts to affix the copyright notice in a timely manner. d. Required disclaimer language for educational programming and Artwork created or produced for Project under this RGA.
i. Educational programming: AGENCY must place a disclaimer statement in a conspicuous manner on the educational programming created or produced for Project under this RGA a disclaimer that states the content of the educational programming does not reflect the official views or policies of CALTRANS. The educational programming does not constitute a standard, specification, or regulation.
ii. Artwork: AGENCY must place a disclaimer statement in a conspicuous manner on or in close proximately to the Artwork created or produced for Project under this RGA a disclaimer statement that the contents of the artwork do not reflect the official views or policies of CALTRANS.
e. Avoidance of Infringement: In performing work under this RGA, AGENCY and its employees agree to avoid designing or developing any items that infringe one or more patents or other intellectual property rights of any third party. If AGENCY or its employees becomes aware of any such possible infringement in the course of performing any work under this RGA, AGENCY or its employees shall immediately notify CALTRANS in writing. f. Contractors, Subcontractors, and Subrecipients: Through contract with its sub-recipients, contractors, and subcontractors, AGENCY shall affirmatively bind by contract all of its contractors, subcontractors, subrecipients, and service vendors (hereinafter “AGENCY’s Contractor/Subcontractor/Subrecipient”) providing services under this RGA to conform to the provisions of paragraphs 31-33 of this RGA. In performing services under this RGA, AGENCY’s Contractor/Subcontractor/Subrecipient shall agree to avoid designing or developing any items that infringe one (1) or more patents or other intellectual property rights of any third party. If AGENCY’s Contractor/Subcontractor/Subrecipient becomes aware of any such possible infringement in the course of performing any work under this RGA, AGENCY’s Contractor/Subcontractor/Subrecipient shall immediately notify the AGENCY in writing, and AGENCY will then immediately notify CALTRANS in writing.

31. Visual Art Located on California State Right-of-Way AGENCY agrees if Project involves visual art located on California State right-of-way, Project must be submitted and adhere to CALTRANS’ most current Transportation Art Proposal process, policies, guidelines, and requirements. Information regarding CALTRANS’ Transportation Art program can be found at https://dot.ca.gov/programs/design/lap-landscape-architecture-andcommunity-livability/lap-liv-j-transportation-art. AGENCY bears sole responsibility for ensuring that any Project will be timely submitted through CALTRANS’ Transportation Art Proposal process, approved, and installed prior to any deadlines as required by this RGA. 1063
City of Richmond
Agreement Number 04-CCEP-03
AMS ADV ID: 0426000321

Page 17 of 20 ends

a. AGENCY acknowledges that funds provided by CALTRANS under this RGA shall not be used for maintenance outside of the project time limits as provided in this RGA. b. AGENCY acknowledges that the CALTRANS’ Transportation Art Proposal process requires, among other things, CALTRANS ownership of any tangible visual final artwork, an unlimited, irrevocable copyright assignment to CALTRANS of the final artwork, and waiver of moral rights under California Civil Code § 987 (the California Art Preservation Act) and 17 U.S.C. § 106A(a) (the Visual Artists Rights Act of 1990, “VARA”) of the final artwork. c. AGENCY acknowledges that any submittal to the CALTRANS’ Transportation Art Proposal process includes restrictions on the type of work that can be located on California State right-ofway.

32. Assumption of Risk and Indemnification Regarding Exposure to Environmental Health Hazards In addition to, and not a limitation of, AGENCY’s indemnification obligations contained elsewhere in this Agreement, AGENCY hereby assumes all risks of the consequences of exposure of AGENCY’s employees, agents, Subcontractors, Subcontractors’ employees, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, to any and all environmental health hazards, local and otherwise, in connection with the performance of this Agreement. Such hazards include, but are not limited to, bodily injury and/or death resulting in whole or in part from exposure to infectious agents and/or pathogens of any type, kind or origin. AGENCY also agrees to take all appropriate safety precautions to prevent any such exposure to AGENCY’s employees, agents, Subcontractors, Subcontractors’ employees, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement.

AGENCYalso agrees to indemnify and hold harmless CALTRANS, the State of California, and each and all of their officers, agents and employees, from any and all claims and/or losses accruing or resulting from such exposure. Except as provided by law, AGENCY also agrees that the provisions of this paragraph shall apply regardless of the existence or degree of negligence or fault on the part of CALTRANS, the State of California, and/or any of their officers, agents and/or employees.

33. Mandatory Organic Waste Recycling
It is understood and agreed that pursuant to Public Resources Code Sections 42649.8 et seq., if AGENCY or its subcontractor generates two (2) cubic yards or more of organic waste or commercial solid waste per week, AGENCY or its subcontractor shall arrange for organic waste or commercial waste recycling services that separate/source organic waste for organic waste recycling. AGENCY shall provide proof of compliance, i.e. organic waste recycling services or commercial waste recycling services that separate/source organic waste recycling, upon request from CALTRANS District Partnership Liaison

34. Project Close Out/Closeout Report
a. AGENCY will provide a final close out report to the CALTRANS District Partnership Liaison no later than November 1, 2027.

CALTRANS reserves the right to inspect the project location prior to approving the final invoice and closeout report.
b. CALTRANS reserves the right to withhold final payment to AGENCY pending receipt and approval of the final closeout report by the CALTRANS District Partnership Liaison. c. Payments shall be forfeit if invoices are submitted after November 1, 2027. 1064
City of Richmond
Agreement Number 04-CCEP-03
AMS ADV ID: 0426000321

Page 18 of 20 ends

35. ADA Compliance
All entities that provide electronic or information technology or related services that will be posted online by CALTRANS must be in compliance with Government Code Sections 7405 and 11135 and the Web Content Accessibility Guidelines (WCAG) 2.0 or subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success. All entities will respond to and resolve any complaints/deficiencies regarding accessibility brought to their attention.

36. Prevailing Wages and Labor Code Compliance
AGENCY shall comply with any and all applicable labor and prevailing wage requirements in Labor Code Sections 1720 through 1815 and implementing regulations for any public works or maintenance contracts and subcontracts executed for the AGENCY’s work on or for the Project.

37. In the event of any inconsistency between the provisions which constitute this RGA, the following order of precedence shall apply:

I. This Restricted Grant Agreement (as amended);
II. The CALTRANS Local Grant Program Guidelines;
III. Approved Indirect Cost Rate (if applicable);
IV. Approved Grant Application (as amended); and
V. AGENCY Resolution.

38. Survival
AGENCY’s representations, the indemnification provisions in paragraph 21, intellectual property provisions in paragraphs 30, 31, 32, and 33, and all other provisions which by their inherent character establish ongoing obligations shall remain in full force and effect, regardless of any expiration and/or termination of this RGA.

39. Sanctions
No agreements under this RGA shall be made with individuals and/or entities that are determined to be a target of sanctions by the State of California while such sanctions are in effect.

Section IV
Attachments:

The following attachments are incorporated into and are made a part of this RGA by this reference and attached hereto.

I. Clean CA Community Cleanup and Employment Pathway (CCEP) Grant Program Guidelines II. Approved Indirect Cost Rate (if applicable)
III. Approved Grant Application and Amendment(s) to Grant Application (if applicable) IV. AGENCY Resolution
In Witness Whereof, the parties hereto have executed this RGA on the day and year first herein above written:
1065
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Agreement Number 04-CCEP-03
AMS ADV ID: 0426000321

Page 19 of 20 ends

AGENCY NAME
By:

Printed Name:

Title:

Date:

CALTRANS DISTRICT PARTNERSHIP LIAISON

CLEAN CALIFORNIA PROGRAM
By:

Printed Name:

Title:

Date:

CALIFORNIA DEPARTMENT OF TRANSPORTATION

CLEAN CALIFORNIA PROGRAM
By:

Printed Name:

Walter Yu
Title:

Clean California Program Director
Date:
1066
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AMS ADV ID: 0426000321

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1067

Page 1 of 1 ends

May 26, 2026
Mayor's Office
DATE: May 26, 2026
TO: Members of the City Council
FROM: Mayor Martinez
Subject: Appointment of Javier Cabra to the Library Commission FINANCIAL IMPACT: There is no financial impact.

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

Javier Cabra is applying to serve on the Library
Commission.

RECOMMENDED ACTION: APPOINT Javier Cabra to the Library Commission to a vacant seat with a new term ending July 1, 2029 –
Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

DISCUSSION:

Javier Cabra is applying to serve as a Library Commissioner because he believes deeply in expanding access to books and learning for young people. He currently serves as an Executive Director in the education sector and previously served as principal of a Richmond 6–12 school. Serving as a Commissioner would allow him to continue supporting literacy and learning for the Richmond community.

DOCUMENTS ATTACHED:

Attachment 1 – Javier Cabra’s redacted application
AGENDA
REPORT
1068
1069

Page 1 of 2 ends

May 26, 2026
Mayor's Office
DATE: May 26, 2026
TO: Members of the City Council
FROM: Mayor Martinez
Subject: Reappointment of Kiran Agarwal to the Commission On Aging
FINANCIAL IMPACT: There is no financial impact.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

Kiran Agarwal is reapplying to serve on the Commission
On Aging.

RECOMMENDED ACTION: REAPPOINT Kiran Agarwal to the Commission On Aging to a vacant seat with a new term ending May 19, 2030 –
Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

DISCUSSION:

Kiran has been serving the commission since February 2019. She comes highly recommended for reappointment by her peers. She actively participates in meetings AGENDA
REPORT
1070

Page 2 of 2 ends

May 26, 2026
and organizations that address transportation concerns, advocating for seniors who rely on public transit despite health challenges and limited alternatives. She also currently has a few assignments she wants to see through around equity for seniors and transportation related initiatives. We are confident that Kiran will continue to be impactful in the commission.

DOCUMENTS ATTACHED:

Attachment 1 – Kiran Agarwal’s redacted application
1071
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Page 1 of 2 ends

May 26, 2026
Mayor's Office
DATE: May 26, 2026
TO: Members of the City Council
FROM: Mayor Martinez
Subject: Appointment of Jay Krohnengold to the Richmond Arts & Culture Commission
FINANCIAL IMPACT: There is no financial impact.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

Jay Krohnengold is applying to serve on the Richmond
Arts and Culture Commission.

RECOMMENDED ACTION: APPOINT Jay Krohnengold to the Richmond Arts and Culture Commission to a vacant seat with a new term
ending January 31, 2030 – Mayor’s Office (Mayor
Eduardo Martinez 510-620-6503).

DISCUSSION:

Jay Krohnengold has a strong passion for the arts, particularly performing arts, which have been an important part of his life for many years. As an actor, singer, and stage AGENDA
REPORT
1073

Page 2 of 2 ends

May 26, 2026
and vocal director, he is interested in expanding and improving arts opportunities in the area for both residents and surrounding communities. He holds a B.B.A. in Marketing and Advertising and an M.A. in Social Psychology, bringing both creative and professional experience to his community involvement.

DOCUMENTS ATTACHED:

Attachment 1 – Jay Krohnengold’s redacted application
1074
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Page 1 of 2 ends

May 26, 2026
Mayor's Office
DATE: May 26, 2026
TO: Members of the City Council
FROM: Mayor Martinez
Subject: Boards and Commissions Vacancies Report
FINANCIAL IMPACT: N/A

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

Several of Richmond’s boards, commissions and
committees have vacant seats. Residents that are
interested in serving on a board, commission, or
committee are invited to submit their applications to the Richmond City Clerk.

RECOMMENDED ACTION: ACKNOWLEDGE vacancies on City of Richmond Boards, Commissions, and Committees as of May 26,
2026, and ask that interested individuals send
applications to the City Clerk – Mayor’s Office (Mayor
Eduardo Martinez 510-620-6503).

DISCUSSION:

The City of Richmond enjoys a long history of community involvement. Through a variety of volunteer boards, commissions, and committees, Richmond residents play an AGENDA
REPORT
1076

Page 2 of 2 ends

May 26, 2026
important role in advising the Mayor, City Council, and City staff on important public policy issues.

Vacancies on City of Richmond Boards, Commissions, and Committees The mayor is seeking applicants for the following boards, commissions, and committees:
- Arts and Culture Commission
- Black Resiliency Project Community Advisory Committee - Commission on Aging
- Community Crisis Response Program Advisory Board
- Design Review Board
- ECIA Grant Review Ad Hoc Committee
- ECIA Transportation Oversight Committee
- Economic Development Commission
- Housing Advisory Commission
- Human Relations Commission
- Macdonald Avenue Corridor Task Force
- Recreation and Parks Commission
- Richmond-Shimada Friendship Commission
- Richmond Youth Council
- Richmond-Zhoushan Friendship Commission
- Urban Forest Advisory Committee
- Workforce Development Board
Residents can learn more details about each board/commission/committee and apply for a vacant seat by contacting the Richmond City Clerk or visiting the Richmond City Clerk’s website: http://www.ci.richmond.ca.us/256/Boards-and-Commissions.

DOCUMENTS ATTACHED:

Attachment 1 – May 2026 Boards, Commissions, and Committees Vacancies_Mayor Appointments
Attachment 2 – May 2026 Boards, Commissions, and Committees Vacancies_Councilmember and Staff Appointments
1077

BOARD/COMMISSION

YEARS PER
TERM

LIMIT OF

CONSECUTIVE
TERMS
# OF SERVING

COMMISSIONERS
# OF

VACANCIES
TOTAL # OF
SEATS
Arts and Culture Commission 4 2 8 7 15
Black Resiliency Project
Community Advisory Committee* 1 N/A 0 1 1
Commission on Aging 4 N/A 12 1 13
Community Crisis Response
Program Advisory Board 3 N/A 9 4 13
Community Police Review
Commission 3 3 9 0 9
Contra Costa County Advisory
Council on Aging - Richmond
seat 2 N/A 1 0 1
Contra Costa Mosquito & Vector
Control Board Contra Costa
County Area Advisory Council on
Aging- Richmond seat 2 - 4 N/A 1 0 1
Design Review Board** 2 4 4 3 7
ECIA Grant Review Ad Hoc
Committee 2 N/A 3 2 5
ECIA Transportation Oversight
Committee 3 3 1 4 5
Economic Development
Commission 3 3 8 7 15
Historic Preservation
Commission 4 4 7 0 7
Housing Advisory Commission 2 N/A 2 5 7
Human Relations Commission 3 3 6 3 9
Library Commission 3 2 5 0 5
Macdonald Avenue Corridor Task
Force N/A N/A 5 5 10
Planning Commission 2 4 6 1 7
Richmond Fund Children Youth
Oversight Board*** 1 - 2 N/A 3 0 3
Recreation and Parks
Commission 3 3 7 2 9
Richmond Rent Board 2 4 5 0 5
Richmond-Shimada Friendship
Commission 3 3 6 5 11
Richmond Youth Council 1 N/A 8 3 11
Richmond-Zhoushan Friendship
Commission 2 N/A 6 5 11
Urban Forest Advisory
Committee 3 3 8 3 11
Workforce Development Board 4 N/A 12 27 39
City of Richmond, Boards, Commissions, and Committees Vacancies May 2026
(Mayor Appointments)
*Black Resiliency Project Community Advisory Committee - Mayor can recommend one member **Design Review Board - Appointments are considered and approved based on recommendations from the Workforce Development Board ***Richmond Fund Children Youth Oversight Board - Mayor of Richmond shall appoint three City residents as members For more information, visit: www.ci.richmond.ca.us/256/Boards-and-Commissions 1078

BOARD/COMMISSION

YEARS PER
TERM

LIMIT OF

CONSECUTIVE
TERMS
# OF SERVING

COMMISSIONERS
# OF

VACANCIES
TOTAL # OF
SEATS
Black Resiliency Project
Community Advisory Committee* 1 N/A 0 10 10
Richmond Fund Children Youth
Oversight Board** 1 - 2 N/A 3 9 12
City of Richmond, Boards, Commissions, and Committees Vacancies May 2026
(Councilmember and Staff Appointments)
*Black Resiliency Project Community Advisory Committee - Each councilmember can recommend one (1) member; and City staff, in collaboration with the Council-appointed Black Resiliency Project Ad Hoc Committee, will recommend two (2) members; the appointed committee will then also appoint two (2) members
**Richmond Fund Children Youth Oversight Board - Each member of the Richmond City Council shall appoint two (2) City residents as members — one over 24 years old, and one who is 15 to 24 years of age For more information, visit: www.ci.richmond.ca.us/256/Boards-and-Commissions 1079

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May 26, 2026
Mayor's Office
DATE: May 26, 2026
TO: Members of the City Council
FROM: Mayor Martinez
Vice Mayor Doria Robinson
Councilmember Jamelia Brown
Subject: Proclamation Recognizing Juneteenth and the
Contributions of African Americans to Richmond
FINANCIAL IMPACT: None

PREVIOUS COUNCIL
ACTION:

June 18, 2024
June 3, 2025

STATEMENT OF THE
ISSUE:

June is a significant month for Richmond as we
commemorate Juneteenth, honoring the emancipation of
enslaved African Americans and celebrating their vital
contributions to our city's cultural, social, and economic fabric. Join us at Nicholl Park on June 20, 2026, at 10:00 AM – 6 PM for the annual Juneteenth festival.

RECOMMENDED ACTION: PROCLAMATION recognizing Juneteenth and the contribution of African Americans to the City of Richmond - Mayor Eduardo Martinez (510-620-6503),
Vice Mayor Doria Robinson (510-620-6861)
Councilmember Jamelia Brown (510-412-2050)
DISCUSSION:

Juneteenth honors the emancipation of enslaved African Americans on June 19, 1865, marking a significant milestone in the fight for freedom and the end of slavery in the AGENDA
REPORT
1080

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May 26, 2026
United States. This day serves as a reminder of the resilience and strength of African Americans and the ongoing struggle for racial equity and justice.

The African American community has played a pivotal role in shaping Richmond's history and development from the early migration during the World War II era to their ongoing contributions to the city's cultural, social, and economic fabric.

Richmond recognizes and honors these invaluable contributions. We encourage residents to reflect on the African American community's impact on our city and support efforts to build a more inclusive and equitable society.

The annual Juneteenth celebration will take place on June 20, 2026, from 10:00 am to 6:00 pm at Nicholl Park, 3230 Macdonald Avenue, Richmond, CA 94804.

For more information on the Juneteenth Richmond celebration, please visit:
https://www.ci.richmond.ca.us/4665/Richmond-Juneteenth-Festival DOCUMENTS ATTACHED:

Attachment 1 – Proclamation Recognizing Juneteenth and the Contribution of African Americans to the City of Richmond
1081
Mayor Eduardo Martinez
City of Richmond
, 202
Recognizing Juneteenth and the Contributions of
African Americans to Richmond
WHEREAS, the City of Richmond, California, is committed to upholding the values of diversity, equality, and inclusivity; and
WHEREAS, Juneteenth, also known as Emancipation Day, commemorates the day on June 19, 1865, when Union General Gordon Granger arrived in Galveston, Texas, and announced the emancipation of enslaved African Americans, effectively freeing the last enslaved individuals in the Confederate states, marking a significant milestone in the fight for freedom and the end of slavery in the United States; and WHEREAS, Juneteenth serves as a reminder of the resilience, strength, and perseverance of African Americans throughout history, despite the hardships they have endured; and WHEREAS, the African American population in the City of Richmond has made invaluable contributions to the city's cultural, social, economic, and political fabric; and WHEREAS, the African American community has played a vital role in shaping Richmond's history, from the early migration during the World War II era to their ongoing contributions to the city's rich artistic and intellectual heritage; and WHEREAS, the City of Richmond cordially invites all community members to join us at Nicholl Park on June 2 from 10 AM to 6 PM for the annual Juneteenth celebration; and
WHEREAS, it is crucial to acknowledge and celebrate the countless accomplishments and contributions of African Americans to Richmond's growth and prosperity; and WHEREAS, it is the responsibility of every resident to actively engage in combating systemic racism, promoting racial equity, and ensuring African American Communities are protected from all forms of injustice and discrimination; NOW, THEREFORE, I, Eduardo Martinez, Mayor of the City of Richmond, California, hereby proclaim our recognition of Juneteenth and honor the invaluable contributions of the African American community in Richmond.

Councilmember Jamelia Brown
City of Richmond
Doria Robinson
City of Richmond
1082

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May 26, 2026
Mayor's Office
DATE: May 26, 2026
TO: Members of the City Council
FROM: Mayor Eduardo Martinez
Councilmember Cesar Zepeda
Councilmember Jamelia Brown
Subject: Proclamation recognizing June 2026 as Pride Month in the City of Richmond
FINANCIAL IMPACT: None

PREVIOUS COUNCIL
ACTION:

May 28, 2024
May 27, 2025

STATEMENT OF THE
ISSUE:

Proclamation to recognize and celebrate the
contributions, resilience, and rights of LGBTQI+
individuals by proclaiming June 2026 as Pride Month in
the City of Richmond.

RECOMMENDED ACTION: PROCLAMATION recognizing June 2026 as Pride Month in the City of Richmond - Mayor Eduardo Martinez (510-
620-6503), Councilmember Cesar Zepeda (510-620-
6861), and Councilmember Jamelia Brown (510-412-
2050).

DISCUSSION:

June is recognized nationwide as LGBTQI+ Pride Month, a time to honor the history, achievements, and ongoing struggles of lesbian, gay, bisexual, transgender, queer, intersex, and other gender and sexual minority groups. The City of Richmond proudly joins this recognition by proclaiming June as LGBTQI+ Pride Month, reaffirming its commitment to fostering an inclusive, equitable, and welcoming environment for all residents.

AGENDA
REPORT
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May 26, 2026
This year marks the 12th anniversary of Richmond Rainbow Pride, a local organization dedicated to promoting LGBTQI+ visibility, advocacy, and celebration within our community. Their work reflects the resilience, leadership, and strength of Richmond’s LGBTQI+ residents and allies.

While we celebrate the cultural, social, and economic contributions of LGBTQI+ individuals, we also recognize that members of this community continue to face discrimination and inequities. This proclamation serves as both a celebration and a call to action, reinforcing the City's dedication to protecting the rights and dignity of LGBTQI+ individuals and standing firmly against hate, bias, and exclusion.

The city encourages all residents, businesses, and community organizations to uplift LGBTQI+ voices, promote awareness, and participate in efforts that advance equality and respect for all people, regardless of sexual orientation, gender identity, or gender expression.

DOCUMENTS ATTACHED:

Attachment 1 – Proclamation Recognizing June 2026 as Pride Month 1084
Recognizing June as Pride Month in
The City of Richmond, California
WHEREAS, the City of Richmond values its diverse and welcoming environment for all citizens, including the lesbian, gay, bisexual, transgender, queer, intersex, plus (LGBTQI+) community; and
WHEREAS, June is nationally recognized as Pride Month, celebrating the contributions and advancements of the LGBTQI+ community to our city, state, and country; and
WHEREAS, this year marks the 12th anniversary of Richmond Rainbow Pride, an organization promoting LGBTQI+ awareness, inclusivity, and celebration within Richmond, demonstrating their commitment to equality and acceptance; and WHEREAS, the City of Richmond acknowledges the invaluable cultural, social, and economic contributions of LGBTQI+ individuals to our community; and WHEREAS, despite progress, the LGBTQI+ community continues to face discrimination and inequity, highlighting the need to reaffirm our commitment to inclusivity, equality, and fighting discrimination; and WHEREAS, the City of Richmond is committed to protecting our LGBTQI+ residents and their families, ensuring they enjoy the same rights, privileges, and opportunities as all residents; and
WHEREAS, we call upon residents, businesses, and community organizations to recognize and affirm the rights and dignity of LGBTQI+ individuals, promote awareness and understanding, and stand against discrimination and violence; NOW, THEREFORE, I, Mayor Eduardo Martinez, on behalf of the Richmond City Council, proclaim June as Pride Month in the City of Richmond. We celebrate the resilience, strength, and activism of the LGBTQI+ community, remember their ongoing struggle for equality, and commit to fostering an inclusive community that respects and values all its members.

Mayor Eduardo Martinez
City of Richmond
May 26, 2026
Councilmember Cesar Zepeda
City of Richmond
May 26, 2026
Councilmember Jamelia Brown
City of Richmond
May 26, 2026
1085

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May 26, 2026
Police Department
DATE: May 26, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Timothy Simmons, Chief of Police
Subject: Contract with SoundThinking, Inc. for ShotSpotter Flex System Infrastructure
FINANCIAL IMPACT: The proposed first-year expenditure of $224,808 is included within the proposed fiscal year 2026–2027
Police Department budget and will be budgeted
accordingly in subsequent fiscal years for the duration of the five-year contract (Account String:01191021-400209).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

The Police Department uses the ShotSpotter Flex
gunshot detection system to improve community safety
through its ability to detect and pinpoint the location of public firearm discharging incidents, allowing for the
rapid deployment of emergency responders. The
Department is requesting approval of a new five-year
sole source contract with SoundThinking, Inc. (formerly ShotSpotter, Inc.) to continue maintenance and service
of the ShotSpotter Flex system following expiration of
the current agreement and in accordance with City
purchasing policy requirements.

RECOMMENDED ACTION: APPROVE a sole source contract with SoundThinking, Inc. (formerly ShotSpotter, Inc.) for the maintenance,
service, and support of the Police Department’s
ShotSpotter Flex gunshot detection system, in an
amount of $1,242,196 for the five-year period July 1,
2026, through June 30, 2031 – Police Department
(Chief Timothy Simmons 620-1802).

AGENDA
REPORT
1086

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May 26, 2026
DISCUSSION:

The Police Department has been using SoundThinking, Inc. (formerly ShotSpotter, Inc.) gunshot detection system since 2008 and currently the system covers about 5.75 square miles (3.0 miles in the Central Richmond area, and 2.75 miles in the Hilltop area). The current agreement with SoundThinking, Inc. was approved by City Council on November 2, 2021, and expires on June 30, 2026 (Attachment 1).

ShotSpotter Flex relies on multiple acoustic sensors that detect the distinctive sound of gunfire noise and activate an alert when gunfire activity occurs, which enables emergency responders to be sent to the precise location of firearms discharging incidents. ShotSpotter Flex instantly notifies officers of shootings that just occurred, or are in progress, with real-time data delivered to the dispatch center and to the mobile computers installed in the patrol fleet. Instant alerts make it possible for police officers to provide life-saving aid to victims, locate and collect evidence, and quickly arrest armed, dangerous offenders. ShotSpotter’s actionable intelligence is also used to prevent future crimes by positioning officers in areas where illegal gunfire is documented to have occurred with regularity.

Year Gunshot Events Detected
2023 686
2024 497
2025 390
The ShotSpotter system continues to serve as a critical public safety tool by providing the Police Department with real-time awareness of gunfire incidents that may otherwise go unreported. Nationally and locally, a significant portion of gunfire events are not reported through 911 creating gaps in response and investigative follow-up.

By delivering accurate location data within seconds, the system enables officers to respond quickly to potential victims, render lifesaving aid, and secure evidence that would otherwise be lost. The downward trend in detected gunfire incidents, from 686 in 2023 to 390 in 2025, reflects broader violence reduction efforts, while Shot Spotter ensures that when incidents do occur, they are not missed.

Sole source procurement is justified for the proposed agreement with SoundThinking, Inc. (formerly ShotSpotter, Inc.) because the company is the sole owner and provider of the proprietary ShotSpotter Flex gunshot detection system currently deployed throughout the City of Richmond. The Police Department has utilized this technology since 2008, and no other vendor is authorized or capable of maintaining or supporting the existing system and infrastructure installed throughout the City. The ShotSpotter system remains a critical public safety tool by providing real-time gunfire detection and alert notifications that support rapid emergency response, evidence collection, and violence reduction efforts. Entering into a new agreement with SoundThinking, Inc. will ensure continuity of service and avoid the significant costs and operational disruptions associated with replacing the existing system (Attachment 2). 1087

Page 3 of 3 ends

May 26, 2026
City staff recommend entering into a new contract with SoundThinking, Inc. for an additional five-year term. Because the system is proprietary, no other vendor can maintain and support this system (Attachments 3, 4 and 5).

DOCUMENTS ATTACHED:

Attachment 1 – Original Contract
Attachment 2 – Sole Source Justification
Attachment 3 – Standard Contract
Attachment 4 – IT Authorization
Attachment 5 – Renewal Quote
1088
DocuSign Envelope ID: 79AD984E-66C7-44AC-B866-D7D078ED9723 1089
DocuSign Envelope ID: 79AD984E-66C7-44AC-B866-D7D078ED9723 Mayor
1090
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CITY OF RICHMOND

STANDARD CONTRACT
Department: City Project Manager:

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

Vendor No: Contract No:

Description of Services:

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

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

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

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

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

POLICE CAPT. MATT STONEBRAKER [email protected] (510) 621-1204 6569 7957 Continuation of maintenance, service and support for the ShotSpotter System infrastructure.

SoundThinking, Inc. 39300 Civic Center Drive, Ste 300 Fremont, CA 94538 Karen Isotalo (510) 298-8668 [email protected] 40017891 Delaware Corporation July 1, 2026 June 30, 2031 1,242,196.00 1133

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:

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
SoundThinking, Inc.
1134
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT A

Vendor shall perform the related work as outlined in the services agreement attached hereto as Exhibit A-1.
1135
Copyright © 2026 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States

SERVICES AGREEMENT
SoundThinking, Inc.
39300 Civic Center Dr., Ste. 300
Fremont, CA 94538
+1.888.274.6877
[email protected]
www.soundthinking.com
EXHIBIT A-1
1136

1. ATTACHMENTS AND EXHIBITS..............................................................................................1

2. DEFINITIONS................................................................................................................................1

3. SUBSCRIPTION SERVICES......................................................................................................2

4. INITIAL TERM AND RENEWAL................................................................................................4

5. LICENSE AND OWNERSHIP.....................................................................................................5

6. CONFIDENTIALITY AND PROPRIETARY RIGHTS..............................................................8

7. LIMITED WARRANTIES ...........................................................................................................10

8. CUSTOMER OBLIGATIONS....................................................................................................11

9. INTELLECTUAL PROPERTY INFRINGEMENT...................................................................12

10. INDEMNIFICATION AND LIMITATION OF LIABILITY .......................................................13

11. DEFAULT AND TERMINATON; REMEDIES........................................................................14

12. TAXES..........................................................................................................................................14

13. NOTICES......................................................................................................................................15

14. FORCE MAJEURE.....................................................................................................................15

15. ENTIRE AGREEMENT ..............................................................................................................15

16. GOVERNING LAW.....................................................................................................................15

17. NO WAIVER ................................................................................................................................15

18. SEVERABILITY ..........................................................................................................................16

19. DISPUTE RESOLUTION...........................................................................................................16

20. ASSIGNMENT.............................................................................................................................16

21. COMPLIANCE WITH LAWS ....................................................................................................16

22. EQUAL EMPLOYMENT OPPORTUNITY ..............................................................................16

23. GENERAL PROVISIONS..........................................................................................................17 ATTACHMENT A – SERVICE LEVEL AGREEMENT ......................................................................19 EXHIBIT A – SOUNDTHINKING QUOTE .............................................................................................1 1137
SHOTSPOTTER SERVICES AGREEMENT ǀ Page 1 of 22
Copyright © 2026 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States This ShotSpotter® Services Agreement (this “Agreement”) is entered into by and between SoundThinking™, Inc. (referred to herein as “SoundThinking”), with offices located at 39300 Civic Center Dr., Suite 300, Fremont, CA 94538, and the City of Richmond (hereinafter referred to as “Customer”), with offices located at 450 Civic Center Plaza, Richmond, CA 94804, effective as of the last date of signature herein (the “Effective Date”). SoundThinking and Customer may also be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.

Customer is an existing end user of SoundThinking’s ShotSpotter® Gunshot Detection, Location, and Forensic Analysis subscription services. This Agreement and its exhibits define the terms for Customer’s ongoing use of the subscription services for and additional five (5) year term as further defined in this Agreement.

In consideration of the Parties’ mutual covenants and promises set forth in this Agreement, the Parties agree as follows:

1. ATTACHMENTS AND EXHIBITS
The following Attachments and Exhibits are attached to, and incorporated in this Agreement:

A. Attachment A Service Level Agreement
B. Exhibit A SoundThinking Quote# RICHMOND031826

2. DEFINITIONS
All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth below:

A. Insight means the internet portal to which Customer will have access to Reviewed Alerts with respect to the ShotSpotter® Gunshot Detection, Location, and Forensics System.

B. Confidential Information means that information designated by either Party as confidential or proprietary as further defined in Section 6 of this Agreement.

C. Coverage Area means the area in square miles covered by the ShotSpotter® Subscription Services as set forth in Exhibit A and any increase to the Coverage Area as agreed to in writing between the Parties.

D. Documentation means the standard SoundThinking user documentation (user guides or manuals, training information, product specifications) provided with the Subscription Service.

E. Reviewed Alerts means the data reviewed by SoundThinking’s incident review staff related to gunfire incidents detected by the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service.

F. ShotSpotter, ShotSpotter System, ShotSpotter Software, or ShotSpotter Subscription Services means the ShotSpotter® Gunshot Detection, Location, and Forensic Analysis Service.

G. ShotSpotter Data means the data, information, and electronic files created, generated, modified, compiled, displayed, stored or kept in the course of providing the ShotSpotter Subscription 1138
SHOTSPOTTER SERVICES AGREEMENT ǀ Page 2 of 22
Copyright © 2026 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States Services, including, without limitation, information in Reviewed Alerts accessible through the ShotSpotter Subscription Services and/or Software.

H. Software or SoundThinking Software means collectively the SoundThinking application to which Customer will have access under this Agreement on a subscription basis. The term Software shall also mean any new applications supplemental to the Subscription Services provided by SoundThinking to Customer subsequent to the execution date of this Agreement, and if purchased by Customer, the SoundThinking API Subscription License.

I. Subscription Services or SoundThinking Subscription Services means collectively the services provided to Customer on a subscription basis under this Agreement to access, and SoundThinking’s maintenance of, the Software.

J. System means collectively the Software and Subscription Services provided under this Agreement.

3. SUBSCRIPTION SERVICES
A. SoundThinking has previously install the ShotSpotter System in the Coverage Area specified in Exhibit A. SoundThinking will continue to host the Subscription Services and may update the functionality and Software of the Subscription Services from time to time at its sole discretion and in accordance with this Agreement.

B. If this Agreement is amended to modify or expand the Coveerage Area, SoundThinking will be responsible for determining the location(s) for installation of acoustic sensor(s) (the “Sensors”) that detect gunshot-like sounds and obtaining permission from the premises owner/property manager/lessee. Customer agrees to provide reasonable assistance to SoundThinking in obtaining such permission. SoundThinking owns and is responsible for maintenance of the Sensors.

C. The ShotSpotter System acoustic Sensor may use wired, wireless, or cellular wireless communications which necessitates the existence of a real-time data communications channel from each Sensor to the SoundThinking hosted servers via a commercial carrier. The unavailability or deterioration of the quality of such wired, wireless, or wireless cellular communications may impact the ability of SoundThinking to provide the Subscription Services. In such circumstances SoundThinking will use commercially reasonable efforts to obtain alternate wired or wireless cellular communications or adjust the Coverage Area as necessary. In the event SoundThinking is unable to do so, SoundThinking will terminate the ShotSpotter Subscription Services and refund a pro-rata portion of the annual Subscription Services fee to Customer.

D. SoundThinking will provide Customer with user documentation, online help, written or recorded video training material, and other applicable documentation (as available).

E. SoundThinking will provide reasonable efforts to respond via email to requests for support relating to incident classification as defined in the Support Level Matrix provided at Attachment A.

F. During the term of the Agreement, SoundThinking will provide real-time gunfire analysis and alert services. After an explosive (or impulsive) sound triggers enough Sensors that an incident is 1139
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Copyright © 2026 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States detected and located, audio from the incident is sent to SoundThinking’s Incident Review Center (IRC) via secure, high-speed network connections for real-time qualification. Within seconds, a SoundThinking professional reviewer analyzes audio data and recordings to confirm gunfire or explosions. The qualified alert is then sent directly to the Customer’s dispatch center, PSAP, mobile/patrol officers, and any other relevant safety or security personnel, as determined by the Customer. The SoundThinking IRC will review gunfire incidents as further defined in Attachment A.

G. The ShotSpotter Subscription Services shall consist of (i) providing access to the Customer of Reviewed Alerts delivered via the Insight password-protected internet portal and user interface supplied by SoundThinking; (ii) providing Customer access to historical Reviewed Alerts and incident information via the ShotSpotter Software; and (iii) other services as specified in this Agreement and its Attachment A.

H. SoundThinking will use commercially reasonable efforts to respond to support requests as set forth in the Support Level Matrix provided at Attachment A. These requests may be made to SoundThinking through one of the following methods: 1) email to [email protected]; 2) Live Chat through the ShotSpotter Subscription Services applications: 3) A phone call to SoundThinking’s Customer Support organization at 888.274.6877, option 4. These are the only methods SoundThinking will receive and respond to support requests.

Tier 1 (as defined in the Support Matrix included at Attachment A). A SoundThinking Customer Support specialist will be responsible for receiving Customer reports of missed incidents, or errors in the Subscription Services, and, to the extent practicable over email or telephone, making commercially reasonable efforts to assist the Customer in resolving the Customer’s reported problems. In the event the problem cannot be resolved within 24 hours, requiring further research and troubleshooting, SoundThinking will use commercially reasonable efforts to resolve the issue within seventy-two (72) hours of receipt of the report. In the event that the ShotSpotter Subscription Service is fully nonfunctional, and it is not due to power outage or other reasons that are outside of SoundThinking’s control, SoundThinking will work continuously to restore functionality of the Subscription Services in accordance with the standard ShotSpotter user documentation provided with the Subscription Services as soon as reasonably possible, and no later than seventy-two (72) hours of receipt of the report.

I. FORENSIC REPORTS.
i. Investigative Lead Summary (“ILS”). SoundThinking provides an on-demand report available through the ShotSpotter Application. The Investigative Lead Summary (ILS) provides useful details about the approximate location, timing, and sequence of each shot fired during an incident. The ILS is very valuable on scene, and may help law enforcement find shell casings, confirm witness accounts, and streamline investigations. ILS reports are available immediately after an incident occurs via the mobile, web, or desktop ShotSpotter application. The machinegenerated ILS is primarily intended as an investigative aid rather than courtroom evidence. However, SoundThinking does offer Certified Business Records of ILS reports, which may be useful in court for limited purposes, without the need to call a witness. 1140
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Copyright © 2026 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States ii. Detailed Forensic Report (“DFR”). If requested by Customer, SoundThinking will provide a DFR for any ShotSpotter-detected incidents, including Reviewed Alerts. The DFR is intended to be a court-admissible document used by attorneys as part of a court case for the exact, verified timing, sequence and location of each shot fired. Secondarily, the DFR is available for use by law enforcement to obtain a search warrant or to investigate an Officer Involved Shooting.

DFRs must be requested in writing and addressed to the SoundThinking Customer Support Department. Requests may be submitted via the Forensics Services page under the Law Enforcement tab on SoundThinking’s website (www.soundthinking.com). SoundThinking will use commercially reasonable efforts to provide a DFR within ten (10) business days of receipt of the request.

J. EXPERT WITNESS SERVICES.

SoundThinking offers reasonable expert witness services, including Reviewed Alerts. While forensic support is generally provided at no charge, other than Customer reimbursement for actual and reasonable travel and lodging costs, the Parties agree that unusually frequent, timeconsuming, or complex requests may require compensation at a rate of $350 per hour, or the maximum rate allowed by law for Expert Witness testimony. If requested to provide such services by Customer, SoundThinking will invoice the Customer for the number of hours expended to prepare for and provide expert witness testimony upon completion of the services. Customer understands that SoundThinking undertakes to provide individuals whose qualifications are sufficient for such services, but does not warrant that any person or his or her opinion will be accepted by every court. SoundThinking requires at least fourteen (14) days prior notice of such a requirement in writing from the Customer. Customer must include dates, times, specific locations, and a point of contact for SoundThinking personnel. Due to the nature of legal proceedings, SoundThinking cannot guarantee that its services described in this section shall produce the outcome, legal or otherwise, which Customer desires. Payment for expert witness services described shall be due and payable when services are rendered and invoiced regardless of the outcome of the proceedings.

4. INITIAL TERM AND RENEWAL
The initial term of the ShotSpotter Subscription Services shall commence on July 1, 2026, and end on June 30, 2031.

The Subscription Services may be renewed for successive periods of one year each (or multiple years as mutually agreed upon in writing by the Parties), in accordance with the following procedure. SoundThinking shall provide Customer with a renewal notice stating the renewal fees, terms, and conditions for the next successive renewal term approximately ninety (90) days prior to the expiration date of the then current term. Customer acknowledges that the Subscription Services fees, terms and conditions, and service levels hereunder are subject to change and that such fees, terms and conditions, and service levels may vary from those applicable to this Agreement in successive renewal terms. Following the initial term, annual Subscription fees for ShotSpotter are subject to increase at a rate of 5% for Customers whose annual subscription fee is less than the current SoundThinking list price. 1141
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All rights reserved under the copyright laws of the United States If Customer fails to renew prior to expiration of the then current subscription term, the Subscription Services may be terminated and the Customer’s access to the Subscription Services disabled in accordance with Section 5.D. At its discretion, SoundThinking may remove the ShotSpotter System and any components from the Coverage Area at that time. If SoundThinking does not remove the ShotSpotter System from the Coverage Area, Customer may reinstate the ShotSpotter Subscription Services at a later date by renewing this Agreement and payment of the applicable reactivation and ShotSpotter Subscription Services renewal fees; however, Customer will not have access to any Reviewed Alerts that they would have had access to during the lapsed period. Customer agrees that SoundThinking shall not be liable to Customer nor to any third party for any termination or suspension of the Subscription Services resulting from Customer’s nonpayment of the Subscription Services fees as described in this section.

5. LICENSE AND OWNERSHIP
In consideration for and subject to the payment of the annual Subscription Services fees as set forth in Exhibit A, Customer is granted a non-transferrable, non-exclusive and terminable license (“License”) to use the SoundThinking Subscription Services, and ShotSpotter® Data for the Customer’s own internal purposes and, if applicable, permitting citizens to access the public facing components of the relevant Subscription Services as set forth in this Section 5. Please read the terms and conditions of this Agreement carefully. By using any SoundThinking Subscription Services, Customer agrees to be bound by the terms and conditions of this Agreement. If Customer does not agree to these terms, Customer must notify SoundThinking and discontinue any use of the SoundThinking Subscription Services.

A. License and Restrictions.

Software and Subscription Services. The Software is the proprietary product of SoundThinking, licensed to Customer on an annual subscription basis. The SoundThinking Software may incorporate components supplied to SoundThinking under license by third-party suppliers, and may be protected by United States patent, trade secret, copyright law and international treaty provisions.

All such rights in and to the Software and Subscription Services any part thereof is the property of SoundThinking or, if applicable, its suppliers. All right and title to the SoundThinking computer programs, including, but not limited to related Documentation, technology, know-how and processes embodied in or made available to Customer in connection with the Subscription Services, patent rights, copyrights, trade secret rights, trademarks, and services marks remain with SoundThinking. Customer may not make any copies of the written materials or Documentation that accompany any component of the Software, or use them, or any other information concerning the Subscription Services that SoundThinking has designated as confidential, for any purpose other than bona fide use of the Subscription Services or Software for in accordance with the terms of this Agreement, nor allow anyone else to do so. Customer shall not: (i) modify, adapt, alter, translate, copy, perform, or display (publicly or otherwise) or create compilations, derivative, new, or other works based, in whole or in part, on the Software, or on the Subscription Services; (ii) merge, combine, integrate, or bundle the Software, in whole or in part, with other software, hardware, data, devices, systems, technologies, products, services, functions, or capabilities; (iii) transfer, distribute, make available the Subscription Services, or Software to any person other than Customer; or (iv) sell, resell, sublicense, lease, rent, or loan the Subscription Services or Software, in whole or in part. No component of the Subscription Services, or Software may be used to operate a service bureau, rental or time-sharing arrangement.
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All rights reserved under the copyright laws of the United States Nothing in this Agreement shall be construed as granting any right or title to any SoundThinking Software, the ShotSpotter Data, or any component thereof, or any other intellectual property of SoundThinking or its suppliers to Customer.

Customer shall not alter, remove or obscure any copyright, patent, trademarks, confidential, proprietary, or restrictive notices or markings on any component of the Subscription Services, Software or any Documentation.

Use, duplication, or disclosure by applicable U.S. government agencies is subject to restrictions as set forth in in the provisions of DFARS 48 CFR 252.227-7013 or FAR 48 CFR 52.227-7014, as applicable.

B. Rights in Data.

SoundThinking shall own and have the unrestricted right to use the ShotSpotter Data, as that term is defined in this Agreement, for internal purposes such as research or product development. SoundThinking may provide, license, or sell the ShotSpotter Data on an aggregated basis to third parties (excluding press or media) to be used for research or analytical purposes, or for law enforcement and/or security purposes.

SoundThinking will not release or disseminate to any person or entity ShotSpotter Data related to or consisting of specific forensic or law enforcement sensitive incident information pertaining to any active inquiry, investigation, or prosecution, unless in response to a valid order or subpoena issued by a court or other governmental body, or as otherwise required by law. SoundThinking will not release, sell, license, or otherwise distribute the gunfire alert ShotSpotter Data to the press or media without the prior express written consent of an authorized representative of the Customer.

Customer shall have the unrestricted right to download, make copies of, distribute, and use the ShotSpotter Data within its own organization, exclusively for its own internal purposes, and for purposes of detecting and locating gunfire, routine archival recordkeeping, evidence preservation, and investigative, or evidentiary, and prosecutorial purposes, and for community engagement and community services initiatives. Customer shall not provide to, license the use of, or sell the ShotSpotter Data to any third parties, which restriction will not pertain to (i) the collaboration with other law enforcement agencies for the purposes of investigating and prosecuting crimes detected by the ShotSpotter Subscription Service; or (ii) government or non-governmental entities focused on the support of victims of gun crime in the local community; or (iii) entities focused on local community outreach and/or violence intervention.

C. Export.

Customer acknowledges that the ShotSpotter System has been determined by the United States Department of State to be a controlled commodity, software and/or technology subject to the United States Export Administration Regulations of the U.S. Department of Commerce. Customer is specifically prohibited from the export, or re-export, transfer, consignment, shipment, delivery, downloading, uploading, or transmitting in any form, any ShotSpotter Software, ShotSpotter Subscription Services, ShotSpotter Data, Documentation, or any component thereof or underlying information or technology related thereto, to any third party, government, or country for any end uses except in strict compliance with applicable U.S. export controls laws, and only with the express 1143
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All rights reserved under the copyright laws of the United States prior written agreement of SoundThinking. In the event that such written agreement is provided, Customer shall be responsible for complying with all applicable export laws and regulations of the United States and destination country, including, but not limited to the United States Export Administration Regulations of the U.S. Department of Commerce, including the sanctions laws administered by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), the U.S. Anti-Boycott regulations, and any applicable laws of Customer’s country. In this respect, no resale, transfer, or re-export of the ShotSpotter System or any ShotSpotter System component exported to Customer pursuant to a license from the U.S. Department of Commerce may be resold, transferred, or reported without prior authorization by the U.S. Government. Customer agrees not to export, re-export or engage in any “deemed export,” or to transfer or deliver, or to disclose or furnish, to any foreign (non- U.S.) government, foreign (non-U.S.) person or third party, or to any U.S. person or entity, any of the ShotSpotter System, or ShotSpotter System components, Data, Software, Services, or any technical data or output data or direct data product thereof, or any service related thereto, in violation of any such restrictions, laws or regulations, or without all necessary registrations, licenses and or approvals. Customer shall bear all expenses relating to any necessary registrations, licenses or approvals.

In addition to the foregoing, Customer shall not disclose, discuss, download, ship, transfer, deliver, furnish, or otherwise export or re-export any such item(s) to or through: (a) any person or entity on the U.S Department of Commerce Bureau of Industry and Security’s List of Denied Persons or Bureau of Export Administration’s anti-proliferation Entity List; (b) any person on the U.S.

Department of State’s List of Debarred Parties; (c) any person or entity on the U.S. Treasury Department Office of Foreign Asset Control’s List of Specially Designated Nationals and Blocked Persons; or (d) any third party or for any end-use prohibited by law or regulation, as any and all of the same may be amended from time to time, or any successor thereto.

D. Termination.

Customer agrees that its right to use the Subscription Services, or Software, provided hereunder, including ShotSpotter Data, will terminate following thirty (30) day’s prior written notice due to a material breach of the terms of this Agreement, including failure to pay any sums to SoundThinking when due, or failure to renew the Subscription Services prior to expiration of the then current subscription term unless such breach has been cured within said thirty (30) day period. In the event of a breach of SoundThinking’s intellectual property rights, SoundThinking at its sole discretion may terminate this Agreement immediately upon written notice to Customer. In the event of termination for any reason, Customer’s access to the Subscription Services and Software will terminate and be disabled and SoundThinking will cease delivering Reviewed Alerts.

E. Modification to, or Discontinuation of the Subscription Services.

SoundThinking reserves the right at its discretion to modify, temporarily or permanently, the Subscription Services (or any part thereof). If SoundThinking intends to release a modification to the Subscription Services that will result in the removal or disabling of a major feature or functionality, SoundThinking will provide thirty (30) days prior notice to its customer base. Should Customer materially rely on such feature or functionality, SoundThinking, at Customer’s request, shall use commercially reasonable efforts to restore such functionality to Customer. In the event that SoundThinking is unable to substantially restore such functionality, Customer shall have the 1144
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All rights reserved under the copyright laws of the United States right to terminate the Agreement and receive a pro-rata refund of the annual Subscription Services fees paid under the Agreement for the subscription term in which this Agreement is terminated.

Customer acknowledges that SoundThinking reserves the right to discontinue offering the Subscription Services at the conclusion of Customer’s then current term. Customer agrees that SoundThinking shall not be liable to Customer or to any third party for any modification of the Subscription Services as described in this section.

F. New Applications.

From time to time, at SoundThinking’s discretion, SoundThinking may release to its customer base, new applications supplemental to the Subscription Services. Customer’s use of such new applications shall be subject to the license, warranty, intellectual property, and support terms of this Agreement. Prior to general release, SoundThinking may request Customer to act as a pre-release test site for new applications, or major upgrades. Provided that Customer agrees in writing to such request, SoundThinking will provide a pre-release package explaining the details and requirements for Customer’s participation.

G. No Use by Third Parties.

Except as otherwise expressly set forth in this Agreement, use by anyone other than Customer of the Subscription Services, Software, Documentation, or ShotSpotter Data is prohibited, unless pursuant to a valid assignment of this Agreement as set forth in Section 20 of this Agreement.

6. CONFIDENTIALITY AND PROPRIETARY RIGHTS
A. SoundThinking Privacy Policy.

With respect to the ShotSpotter Subscription Services, SoundThinking has structured its technology, processes and policies in such a way as to minimize the risk of privacy infringements from audio surveillance while still delivering important public safety benefits to its customers. These efforts to maintain privacy include the following:
1) SoundThinking will not provide extended audio to customers beyond the audio snippet (1 second of ambient noise prior to a gunshot, the gunshot audio itself, and 1 second after the incident). SoundThinking will vigorously resist any subpoena or court order for extended audio that goes beyond an audio snippet.
2) SoundThinking will not provide a list or database of the precise location of Sensors to police or the public if requested and will challenge any subpoenas for this location data.

B. SoundThinking Confidential Information.

Customer acknowledges and agrees that the source code, technology, and internal structure of the SoundThinking Software, ShotSpotter Data, and SoundThinking Subscription Services, as well as Documentation, including but not limited to operations manual(s), training material(s), and security policies and procedures, are the confidential information and proprietary trade secrets of SoundThinking, or applicable third-party vendor, the value of which would be destroyed by disclosure to the public. Use by anyone other than Customer of the Subscription Services, Documentation, and ShotSpotter Data is prohibited, unless pursuant to a valid assignment under this Agreement. Unless prohibited by applicable law, the terms and conditions of this Agreement, 1145
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All rights reserved under the copyright laws of the United States including pricing and payment terms shall also be treated as SoundThinking’s confidential information. Customer shall not disassemble, decompile, or otherwise reverse engineer or attempt to reconstruct, derive, or discover any source code, underlying ideas, algorithms, formulae, routines, file formats, data structures, programming, routines, interoperability interfaces, drawings, or plans from the Software, or any data or information created, compiled, displayed, or accessible through the Subscription Services, in whole or in part. Customer agrees during the term of this Agreement, and thereafter, to hold the confidential information and proprietary trade secrets of SoundThinking in strict confidence and to not permit any person or entity to obtain access to it except as required for the Customer’s exercise of the license rights granted under this Agreement.

Nothing in this Agreement is intended to or shall limit any rights or remedies under applicable law relating to trade secrets, including the Uniform Trade Secrets Act as enacted in applicable jurisdictions.

C. Customer Confidential Information
During the term of this Agreement or any subsequent renewals, SoundThinking agrees to maintain Customer information designated by the Customer as confidential to which SoundThinking gains access in the performance of its obligations under this Agreement, and not disclose such Customer Confidential Information to any third parties except as may be required by law. SoundThinking agrees that Customer’s Confidential Information shall be used solely for the purpose of performing SoundThinking’s obligations under this Agreement.

D. Obligations of the Parties.

The receiving Party’s (“Recipient”) obligations under this section shall not apply to any of the disclosing Party’s (“Discloser”) Confidential Information that Recipient can document: (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Recipient by such Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any of Discloser’s Confidential Information; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence.

A disclosure by Recipient of any Discloser Confidential Information (a) in response to a valid order by a court or other governmental body; (b) as otherwise required by law; or (c) necessary to establish the rights of either party under this Agreement shall not be considered to be a breach of this Agreement by the Recipient; provided, however, that Recipient shall provide prompt prior written notice thereof to the Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure. The Recipient shall use reasonable controls to protect the confidentiality of and restrict access to all Confidential Information of the Discloser to those persons having a specific need to know for the purpose of performing the Recipient’s obligations under this Agreement. The Recipient shall use controls no less protective than Recipient uses to secure and protect its own confidential, but not “Classified” or otherwise Government-legended, information.

Upon termination of this Agreement the Recipient, as directed by the Discloser, shall either return the Discloser’s Confidential Information, or destroy all copies thereof and verify such destruction in writing to the Discloser.
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All rights reserved under the copyright laws of the United States Unless the Recipient obtains prior written consent from the Discloser, the Recipient agrees that it will not reproduce, use for purposes other than those expressly permitted in this Agreement, disclose, sell, license, afford access to, distribute, or disseminate any information designated by the Discloser as confidential.

The provisions of this Section 6 shall survive termination, cancellation, or rescission of this Agreement.

7. LIMITED WARRANTIES
A. SoundThinking warrants that the Software will function in substantial conformity with the SoundThinking Documentation accompanying the Software and Subscription Services. The Software covered under this warranty consists exclusively of ShotSpotter, the ShotSpotter Dispatch, ShotSpotter Respond, and ShotSpotter Insight applications and user interface that are made available to the Customer under this Agreement.

B. SoundThinking further warrants that the Subscription Services, and Software shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components.

C. The ShotSpotter Subscription Services are not designed, sold, or intended to be used to detect, intercept, transmit, or record oral or other communications of any kind. SoundThinking cannot control how the ShotSpotter Subscription Services are used, and, accordingly, SoundThinking does not warrant or represent, expressly or implicitly, that use of the ShotSpotter Subscription Services will comply or conform to the requirements of federal, state, or local statutes, ordinances, and laws, or that use of the ShotSpotter Subscription Services will not violate the privacy rights of third parties.

Customer shall be solely responsible for using the ShotSpotter Subscription Services in full compliance with applicable law and the rights of third persons.

D. SoundThinking does not warrant or represent, expressly or implicitly, that the ShotSpotter System or its use will: result in the prediction or prevention of crime, apprehension or conviction of any perpetrator of any crime, or detection of any criminal; prevent any loss, death, injury, or damage to property due to any reason including the discharge of a firearm or other weapon; or in all cases result in a Reviewed Alert for all firearm discharges within the designated coverage area; or that the ShotSpotter-supplied network will remain in operation at all times or under all conditions.

E. SoundThinking expressly disclaims, and does not undertake or assume any duty, obligation, or responsibility for any decisions, actions, reactions, responses, failure to act, or inaction, by Customer as a result of or in reliance on, in whole or in part, the ShotSpotter Subscription Services, or Reviewed Alerts provided by SoundThinking, or for any consequences or outcomes, including any death, injury, or loss or damage to any property, arising from or caused by any such decisions, actions, reactions, responses, failure to act, or inaction. It shall be the sole and exclusive responsibility of the Customer to determine appropriate decisions, actions, reactions, or responses, including whether or not to dispatch emergency responder resources. The Customer hereby expressly assumes all risks and liability associated with any and all action, reaction, response, and dispatch decisions, and for all consequences and outcomes arising from or caused by any decisions made or not made by the Customer in reliance, in whole or in part, on the ShotSpotter 1147
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All rights reserved under the copyright laws of the United States Subscription Services provided by SoundThinking, including any death, injury, or loss or damage to any property.

F. SoundThinking does not warrant or represent, expressly or implicitly, that any of its Subscription Services or Software will be uninterrupted or error free; or that any SoundThinking-supplied network will remain in operation at all times or under all conditions.

G. Any and all warranties, express or implied, of fitness for high-risk purposes requiring fail-safe performance are hereby expressly disclaimed.

H. The Parties acknowledge and agree that the Subscription Services are not consumer goods, and are not intended for sale to or use by or for personal, family, or household use.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, SOUNDTHINKING MAKES AND

CUSTOMER RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT

LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT, QUALITY, SUITABLITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. CUSTOMER OBLIGATIONS.

Customer acknowledges and agrees that SoundThinking’s duties, including warranty obligations, and ability to perform its obligations to Customer under this Agreement shall be predicated and conditioned upon Customer’s timely performance of and compliance with Customer’s obligations hereunder, including, but not limited to:

A. Customer agrees to pay all annual sums due under this Agreement pursuant to Exhibit A.

Customer’s address for invoicing:

City of Richmond Police Department
Attn: Mr. Eric Tam, Technology Supervisor
1701 Regatta Blvd.

Richmond, CA 94804
Email: [email protected]
B. Customer agrees to use reasonable efforts to timely perform and comply with all of Customer’s obligations allocated to Customer under this Agreement.

C. Customer agrees to provide reasonable assistance to SoundThinking in obtaining permission from property owners/managers for installation of the ShotSpotter Sensors.

D. Customer shall not permit any alteration, modification, substitution, or supplementation of any SoundThinking Subscription Services or web portal, or the combining, connection, merging, bundling, or integration of the SoundThinking Subscription Services or web portal into or with any other system, equipment, hardware, software, technology, function, or capability, without SoundThinking’s express prior written consent.

E. Unless otherwise expressly agreed in advance in writing by SoundThinking, Customer shall not authorize or appoint any contractors, subcontractors, original equipment manufacturers, value 1148
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All rights reserved under the copyright laws of the United States added integrators, systems integrators, or other third parties to operate, or have access to any part of the Subscription Services or Software.

F. In order to use the Subscription Services, Customer must have and maintain access to the World Wide Web to enable a secure https connection from the Customer’s workstation(s) to SoundThinking’s hosted services, either directly or through devices that access Web-based content. Customer must also provide all equipment necessary to make such (and maintain such) connection.

G. Should criminal background checks beyond SoundThinking’s standard background check, or fingerprinting for SoundThinking employees performing any Services under this Agreement be required by Customer, or Federal or State regulations, such additional background checks or fingerprinting will be conducted by Customer.

H. Customer shall be responsible for the accuracy, quality, appropriateness, and legality of all Customer data, any other Customer business information used in any Subscription Services.

I. SoundThinking will assist the Customer in initially setting up passwords and user names for Customer’s employees, agents, or representatives to whom Customer designates access to the Subscription Services (“Authorized Users”). Thereafter, Customer shall be responsible for assigning passwords and user names for each of its Authorized Users. Customer shall be responsible for maintaining the confidentiality and use of Customer’s password and user names and shall not allow passwords and/or user names to be shared by Authorized Users; nor shall Customer permit any unauthorized users to access the Subscription Services. The maximum number of Authorized Users, if applicable, for the Subscription Services is set forth in Exhibit A.

Each Authorized User identification may only be used to access the Subscription Services during one (1) concurrent login session.

J. Customer shall comply with all applicable laws, rules and regulations relating to the goods and services provided hereunder.

9. INTELLECTUAL PROPERTY INFRINGEMENT
SoundThinking will, at its expense, defend and indemnify Customer from and against losses, suits, damages, liability, and expenses (including reasonable attorney fees) arising out of a claim asserted in a lawsuit or action against the Customer by a third party unrelated to the Customer, in which such third party asserts a claim that the Subscription Services and/or Software to which SoundThinking owns the patent or copyright, when used in accordance with SoundThinking’s user Documentation, infringes any United States patent which was issued by the U.S. Patent and Trademark Office, or United States copyright which was registered by the U.S. Copyright Office, as of the effective date of Customer’s agreement to license the SoundThinking Subscription Services and Software (collectively “Action”), provided that Customer provides SoundThinking with reasonably prompt notice of any such Action, or circumstances of which Customer becomes aware that could reasonably be expected to lead to such Action including but not limited to any cease and desist demands or warnings, and further provided that Customer cooperates with SoundThinking and its defense counsel in the investigation and defense of such Action. 1149
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All rights reserved under the copyright laws of the United States SoundThinking shall have the right to choose counsel to defend such suit and/or action, and to control the settlement (including determining the terms and conditions of settlement) and the defense thereof.

Customer may participate in the defense of such action at its own expense.

This Section 9 shall not apply and SoundThinking shall have no obligation to defend and indemnify Customer in the event the Customer or a third party modifies, alters, substitutes, or supplements any of the Subscription Services, or Software, or to the extent that the claim of infringement arises from or relates to the integration, bundling, merger, or combination of any of the same with other hardware, software, systems, technologies, or components, functions, capabilities, or applications not licensed by SoundThinking as part of the Subscription Services, nor shall it apply to the extent that the claim of infringement arises from or relates to meeting or conforming to any instruction, design, direction, or specification furnished by the Customer, nor to the extent that the Subscription Services or Software are used for or in connection with any purpose, application, or function other than in accordance with the SoundThinking Documentation accompanying the Subscription Services or Software.

If, in SoundThinking’s opinion, any of the SoundThinking owned Subscription Services, or Software may, or are likely to become, the subject of such a suit or action, does become the subject of a claim asserted against Customer in a lawsuit which SoundThinking is or may be obliged to defend under this section, or is determined to infringe the foregoing patents or copyrights of another in a final, non-appealable judgment subject to SoundThinking’s obligations under this section, then SoundThinking may in full and final satisfaction of any and all of its obligations under this section, at its option: (1) procure for Customer the right to continue using the affected Subscription Services or Software, (2) modify or replace such Subscription Services or Software to make it or them non-infringing, or (3) refund to Customer a pro-rata portion of the annual Subscription Services fees paid for the affected Subscription Services for the term in which the Agreement is terminated.

Defense and indemnification against third party claims of infringement for third party products to which SoundThinking does not own the copyright are the responsibility of the owner of the third-party products.

This Section 9 states the entire liability of SoundThinking and is Customer’s exclusive remedy for or relating to infringement or claims or allegations of infringement of any patent, copyright, or other intellectual property rights in or to any SoundThinking owned Subscription Services, SoundThinking owned and licensed Software or any component thereof. This section is in lieu of and replaces any other expressed, implied, or statutory warranty against infringement of any and all intellectual property rights.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY
SoundThinking shall, at its expense, indemnify, defend, save, and hold Customer harmless from any and all claims, lawsuits, or liability, including attorneys' fees and costs, arising out of, in connection with, any loss, damage, or injury to persons or property to the extent of the gross negligence, or wrongful act, error, or omission of SoundThinking, its employees, agents, or subcontractors as a result of SoundThinking’s or any of its employees, agents, or subcontractor’s performance pursuant to this Agreement. SoundThinking shall not be required to indemnify Customer for any claims or actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding the foregoing, if a claim, lawsuit, or liability results from or is contributed to by the actions or omissions of Customer, or its 1150
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All rights reserved under the copyright laws of the United States employees, agents, or contractors, SoundThinking’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.

In no event shall either Party, or any of its affiliates or any of its/their respective directors, officers, members, attorneys, employees, or agents, be liable to the other Party under any legal or equitable theory or claim, for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, indirect, incidental, or consequential damages, each of which is hereby excluded by agreement of the Parties, regardless of whether such damages were foreseeable or whether any Party or any entity has been advised of the possibility of such damages.

Except for its Intellectual Property infringement indemnity obligations under Section 9 of this Agreement for SoundThinking owned Software and Subscription Services, SoundThinking’s cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this Agreement, whether in contract, tort, by way of indemnification or under statute, and regardless of the form of action or legal theory shall not exceed (i) two (2) times the amount of the annual subscription fee(s) for the twelve (12) month period in which the claim arises, or (ii) the amount of insurance maintained by SoundThinking available to cover the loss, whichever is greater. The foregoing limitations shall apply without regard to any failure of essential purpose of any remedies given herein.

11. DEFAULT AND TERMINATON; REMEDIES
Either Party may terminate this Agreement in the event of a material breach of the terms and conditions of this Agreement upon thirty (30) days’ prior written notice to the other Party; provided that the Party alleged to be in breach has not cured such breach within said thirty (30) day period.

In addition to the termination provisions in Section 5.C for failure to pay annual Subscription Services fees, upon the occurrence of a material breach of Customer’s obligations under this Agreement not susceptible to cure as provided in the preceding paragraph, SoundThinking may at its option, effective immediately upon written notice to Customer, either: (i) terminate SoundThinking’s future obligations under this Agreement, terminate Customer’s License to use the Subscription Services and Software, or (ii) accelerate and declare immediately due and payable all remaining charges for the remainder of the Agreement and proceed in any lawful manner to obtain satisfaction of the same. Upon termination for any reason, Customer’s access to the Subscription Services will be deactivated, and SoundThinking will cease delivering Reviewed Alerts for ShotSpotter.

12. TAXES
Unless otherwise included as a line item in Exhibit A, the fees due under this Agreement exclude any sales, use, value added or similar taxes that may be imposed in connection with this Agreement. Customer agrees that it shall be solely responsible for payment, or reimbursement to SoundThinking as applicable, of all sales, use, value-added or similar taxes imposed upon this Agreement by any level of government, whether due at the time of sale or asserted later as a result of audit of the financial records of either Customer or SoundThinking. If exempt from such taxes, Customer shall provide to SoundThinking written evidence of such exemption. Customer shall also pay any personal property taxes levied by government agencies based upon Customer’s use or possession of the items acquired or licensed in this Agreement. 1151
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All rights reserved under the copyright laws of the United States

13. NOTICES
Any notice or other communication required or permitted to be given under this Agreement shall be in writing delivered to the address set forth in this Agreement by certified mail return receipt; overnight delivery services; delivered in person; or via email with read receipt. A Party’s address may be changed by written notice to the other Party.

Notices to Customer: Notices to SoundThinking:

Richmond Police Department SoundThinking, Inc.

Attn: Attn: CFO
1701 Regatta Blvd. 39300 Civic Center Dr., Ste. 300
Richmond, CA 94804 Fremont, CA 94538
Email: [email protected]

14. FORCE MAJEURE
In no event shall SoundThinking be liable for any delay or default in its performance of any obligation under this Agreement caused directly or indirectly by an act or omission of Customer, or persons acting under its direction and/or control, fire, flood, act of God, an act or omission of civil or military authority of a state or nation, strike, lockout, or other labor disputes, inability to secure, delay in securing, or shortage of labor, materials, supplies, transportation, or energy, failures, outages or denial of services of wireless, power, telecommunications, or computer networks, acts of terrorism, sabotage, vandalism, hacking, natural disaster or emergency, war, riot, embargo, or civil disturbance, breakdown or destruction of plant or equipment, or arising from any cause whatsoever beyond SoundThinking’s reasonable control. At SoundThinking’s option and following notice to Customer, any of the foregoing causes shall be deemed to suspend such obligations of SoundThinking so long as any such cause shall prevent or delay performance, and SoundThinking agrees to make, and Customer agrees to accept performance of such obligations whenever such cause has been remedied.

15. ENTIRE AGREEMENT
This Agreement and its Attachments and Exhibits represent the entire agreement and understanding of the Parties and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written or oral agreements, representations, understandings, or negotiations with respect to the matters covered by this Agreement.

16. GOVERNING LAW
The validity, performance, and construction of this Agreement shall be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply.

17. NO WAIVER
No term or provision of this Agreement shall be deemed waived, and no breach excused unless such waiver or consent is in writing and signed by both Parties. Any consent by either Party to, or waiver of, a breach 1152
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All rights reserved under the copyright laws of the United States by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other, different, prior, or subsequent breach.

The failure of either Party to enforce at any time any of the provisions of this Agreement shall not constitute a present of future waiver of any such provisions or the right of either Party to enforce each and every provision.

18. SEVERABILITY
If any term, clause, sentence, paragraph, article, subsection, section, provision, condition, or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable.

19. DISPUTE RESOLUTION
If the Parties disagree as to any matter arising under this Agreement or the relationship and dealings of the Parties hereto, then at the request of either Party, SoundThinking and Customer shall promptly consult with one another and make diligent, good faith efforts to resolve the disagreement by negotiation prior to either Party taking legal action. If such negotiations do not resolve the dispute within sixty (60) days of the initial request, either Party may take appropriate legal action.

20. ASSIGNMENT
This Agreement may not be assigned or transferred by either Party, nor any of the rights granted herein, in whole or in part, by operation of law or otherwise, without the other Party’s express prior written consent, which shall not be unreasonably withheld. Provided, however, that SoundThinking may assign or transfer this Agreement and/or SoundThinking’s rights and obligations hereunder, in whole or in part, in the event of a merger or acquisition of all or substantially all of SoundThinking’s assets. No assignee for the benefit of Customer’s creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff, or any other officer of a court, or other person charged with taking custody of Customer’s assets or business, shall have any right to continue or to assume or to assign these without SoundThinking’s express consent.

21. COMPLIANCE WITH LAWS
During the term of this Agreement SoundThinking will comply with all applicable local, state, and federal laws, statutes and regulations.

22. EQUAL EMPLOYMENT OPPORTUNITY
SoundThinking is committed to equal-employment principles, and the provisions outlined in the Equal Opportunity Clauses of Executive Order 11246, (41 CFR 60- 1.4), section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a)), section 402 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-250.5(a)), and, the Jobs for Veterans Act of 2003, (41 CFR 60-300.5(a)) as well as any other regulations pertaining to these orders. SoundThinking’s decisions and criteria governing its hiring and employment practices are made in a non-discriminatory manner, without regard to age, race, color, national origin, citizenship status, gender (including pregnancy, childbirth or medical condition related to pregnancy or childbirth), gender identity or expression, sex, religion, creed, physical or mental disability, medical 1153
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All rights reserved under the copyright laws of the United States condition, legally protected genetic information, marital status, veteran status, military status, sexual orientation, or any other factor determined to be an unlawful basis for such decisions by federal, state, or local statutes.

23. GENERAL PROVISIONS
A. This Agreement shall be binding on and inure to the benefit of the Parties and any permitted successors and assigns; however, nothing in this paragraph shall be construed as a consent to any assignment by either Party except as provided in Section 20 of this Agreement.

B. This Agreement shall not become a binding contract until signed by an authorized representative of each Party, effective as of the date of signature.

C. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original.

D. The provisions of this Agreement shall not be construed in favor of or against either Party because that Party or its legal counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement.

E. An electronic signature copy of this Agreement and its Attachments, Exhibits, notices and documents prepared under this Agreement shall be considered an original. The Parties agree that any document in electronic format or any document reproduced from an electronic format shall not be denied legal effect, validity, or enforceability, and shall meet any requirement to provide an original or hard copy.

F. This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

SIGNATURE PAGE FOLLOWS
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Copyright © 2026 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States EACH PARTY’S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO THE TERMS OF THIS

AGREEMENT, INCLUDING ITS ATTACHMENTS AND EXHIBITS, AND NO DIFFERENT OR

ADDITIONAL TERMS CONTAINED IN ANY CONFIRMATION, PURCHASE ORDER, AMENDMENT OR

OTHER BUSINESS FORM, WRITING OR MATERIAL SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY THE PARTIES.

CITY OF RICHMOND SOUNDTHINKING, INC.

Accepted By (Signature) Accepted By (Signature)
Roxanne Lerner
Printed Name Printed Name
Director of Contracts
Title Title
Date Date
1155
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Copyright © 2026 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States ATTACHMENT A – SERVICE LEVEL AGREEMENT
ShotSpotter® Gunshot Detection, Location System
Reviewed Alert Service Levels
Summary
SoundThinking commits to meet or exceed the following Service Level Agreement (SLA) standards as it provides its ShotSpotter Gunshot Location Services1:

Service SLA and Measurement
Gunshot Detection
& Location
90% of unsuppressed, outdoor gunfire incidents, using standard, commercially available rounds greater than .25 caliber, inside the Coverage Area will be detected and located within 25 meters of the actual gunshot location.

Reviewed Alerts 90% of gunshot incidents will be reviewed and published in less than 60 seconds.

Service Availability The ShotSpotter Gunshot Location System service will be available to the Customer 99.9% of the time with online access to ShotSpotter data, excluding scheduled maintenance windows.

Gunshot Detection & Location Performance
The ShotSpotter System will detect and accurately locate to within 25 meters of the actual gunshot location 90% of unsuppressed, outdoor gunshots fired inside the contracted coverage area using standard, commercially available rounds greater than .25 caliber.

Reviewed Alerts Service
SoundThinking’s real-time Incident Review Center (IRC) will review at least 90% of all gunfire incidents within 60 seconds. This human review is intended to confirm or change the machine classification of the incident type, and, depending on the reviewer’s confidence level that the incident is or may be gunfire, will result in an alert (“Reviewed Alert”) sent to the Customer’s dispatch center, patrol car mobile data terminals (MDT), and officer smartphones (via the ShotSpotter App), based on the following criteria:

Incident Type Action
High confidence incident is gunfire Reviewed Gunfire Alert, (Single Gunshot “SG” or Multiple Gunshots “MG”) sent to Customer’s
dispatch center, patrol car mobile data terminals
(MDT), and officer smartphones (via the
ShotSpotter App)
Uncertain if incident is gunfire or not Reviewed Probable Gunfire (“PG”) Alert sent to Customer’s dispatch center, patrol car MDTs, and
officer smartphones
Low confidence incident is gunfire No alert will be sent; incident available for Customer review in the incident history available
through Insight
1 See attached “ShotSpotter – Definition of Key Terms” for a complete definition of terms associated with this SLA and further details in the expanded definitions listed below the Summary. The basis for this SLA and performance measurement will be total gunshot incidents as defined by the Definition of Key Terms. 1156
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All rights reserved under the copyright laws of the United States Reviewed Alerts are sent to the Customer’s dispatch center, patrol car MDTs, and officer smartphones.

Information in a Reviewed Alert will include the following:
• “Dot on the map” with latitude and longitude indicating the location of the incident. • Parcel address closest to location of the incident.
• When available, additional situational awareness data points may be included, such as:
o Qualitative data on the type/severity of incident: Fully automatic, High Capacity o Other comments (if any)
The ShotSpotter App, and Insight provide the Customer with full and immediate access to incident history including information SoundThinking uses in its internal review process. This information includes, among other things, the initial incident classification and any reclassifications of an incident, incident audio wave forms, and incident audio files. This data access is available as long as the Customer is under active subscription.

Service Availability
The ShotSpotter System2 will be able to detect gunfire and available to users with online access to ShotSpotter data 99.9% of the time, on a 24x7 by 365 day per year basis, excluding: a) scheduled maintenance periods which will be announced to Customer in advance; b) select holidays; and c) third party network outages beyond SoundThinking’s control.

Customer SLA Credits
Each Service Level measurement shall be determined quarterly, the results of which will be reviewed during the periodic account review meetings with Customer. For each calendar quarter that SoundThinking does not meet at least two of the three above standards, a fee reduction representing one free week of service (for the affected Coverage Area) for each missed quarter shall be included during a future Customer renewal.

Service Level Exclusions and Modifications
SoundThinking takes commercially reasonable efforts to maintain Service Levels at all times. However, Service Level performance during New Year’s Eve and Independence Day and the 48-hour periods before and after these holidays, are specifically excluded from Service Level standards. During these excluded periods, because of the large amount of fireworks activity, SoundThinking uses fireworks suppression techniques3.

The SoundThinking sensors send incident information to the SoundThinking cloud via third party cellular, wireless or wired networks. SoundThinking is not responsible for outages on the third-party networks. 2 ShotSpotter Subscription Service includes all database, applications, and communications services hosted by SoundThinking, Inc. at our data center and specifically exclude Customer’s internal network or systems or 3rd party communications networks, e.g. Verizon, AT&T, Sprint/T-Mobile, or Customer’s Internet Service Provider. 3 SoundThinking will put the ShotSpotter System into "fireworks suppression mode" during this period in order to reduce the non-gunfire incidents required for human classification. SoundThinking will formally inform the Customer prior to the System being placed in fireworks suppression mode and when the mode is disabled. While in fireworks suppression mode, the incident alerts determined to be fireworks are not sent to the reviewer nor the Customer dispatch center, patrol car MDTs, and officer smartphones; however, these non-gunfire incidents will continue to be stored in the database for use if required at a later time. 1157
SHOTSPOTTER SERVICES AGREEMENT ǀ Page 21 of 22
Copyright © 2026 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States Service Failure Notification
Should SoundThinking identify any condition (disruption, degradation or failure of network, cloud, servers, sensors etc.) that impacts SoundThinking’s ability to meet the Gunshot Detection & Location standard (above), SoundThinking will proactively notify the Customer with: a) a brief explanation of the condition; b) how the Customer’s service is affected; and c) the approximate timeframe for resolution. SoundThinking will also notify the Customer once any such condition is resolved.

Customer Responsibilities
The purpose of the Reviewed Alert service is to provide incident data to the Customer, reviewed, analyzed and classified in the manner described above. However, it is the sole responsibility of the Customer to interpret the data provided, and to determine any appropriate follow-up reaction or response, including whether or not to dispatch emergency responder resources based on a Reviewed Alert. SoundThinking does not assume any obligation, duty or responsibility for reaction, response, or dispatch decisions, which are solely and exclusively the responsibility of Customer, or for the consequences or outcomes of any decisions made or not made by the Customer in reliance, in whole or in part, on any services provided by SoundThinking.

Customer must inform SoundThinking when Verified Incidents of gunfire are missed by the ShotSpotter System in order to properly calculate Performance Rate, as defined below.

Customer is responsible for providing any required workstations, mobile devices and internet access for the Customer’s dispatch center, patrol car MDTs, and officer smartphones, or Insight.

Support Level Matrix
Support Level Tier 1 Support (IRC) Tier 2 Support
(Customer Support)
Features • Login support
• Report a misclassification
• Report a missed incident
• Report a mislocated incident
• Basic audio request
• General/application questions
• Request for ILS
Normal Support:
• Analysis of missed gunshots
• Detailed audio search
• Performance analysis
• Integration issues
Critical Support:
• System outage
Hours of Operation 24x7x365 Normal Support: 5 am – 11 pm Pacific Time Zone
Escalation: 24x7x365
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Copyright © 2026 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States ShotSpotter – Definition of Key Terms
The ShotSpotter System will provide data for correct detection and accurate location for ninety percent (90%) of detectable (outdoor, unsuppressed) community gunfire which occurs within a coverage area, the “Coverage Area”, provided the measurement is Statistically Significant, as defined below. This performance rate shall be calculated as a percentage as follows:

𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 𝑅𝑅 𝑅𝑅 = 𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁 (𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁 + 𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁 + 𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁) where the “Performance Rate” is a number expressed as a percentage, “NumberAccuratelyLocated” is the number of “Gunfire Incidents” occurring within the Coverage Area during the specified period for which the ShotSpotter System produced an Accurate Location, NumberMislocated is the number of Verified Incidents (a “Verified Incident” is an incident where Customer has physical or other credible evidence that gunfire took place) for which the ShotSpotter System produced an inaccurate location (i.e., a Mislocated Incident), and NumberNotDetected is the number of Verified Incidents for which the ShotSpotter System failed to report a location at all (i.e., Missed Incidents).

An “Accurate Location” shall mean an incident located by the ShotSpotter System to a latitude/longitude coordinate that lies within a 25-meter radius of the confirmed shooter’s location (25 meters = approximately 82 feet). “Detectable Gunfire” incidents are unsuppressed discharges of ballistic firearms which occur fully outdoors in free space (i.e. not in doorways, vestibules, windows, vehicles, etc.) using standard commercially available rounds of caliber greater than .25.

ShotSpotter Review Period is measured as the period commencing when the Incident Review Center (IRC) receives the alert and the first audio download to the time it is published to the customer.

ShotSpotter System performance is guaranteed after a “Statistically Significant” set of incidents has been detected in accordance with timeframes set forth herein, and commercial system acceptance, if applicable.

The ShotSpotter System is designed to detect gunfire which is typically well distributed throughout the Coverage Area; however, performance should not be construed to mean that 90% of gunfire fired at any given location within the Coverage Area will be detected and located within the guaranteed accuracy.

The ShotSpotter System is not a “point protection” system and is therefore not designed to consistently detect gunfire at every single location within the Coverage Area, but rather to Accurately Locate 90% of the Detectable Incidents in aggregate throughout the entire Coverage Area. There may be certain locations within the Coverage Area where obstacles and ambient noise impede and/or overshadow the propagation of acoustic energy such that locating the origin at those positions is inconsistent or impossible. The Performance Rate calculation is thus specifically tied to the Community Gunfire across the entire Coverage Area.

Statistically Significant shall be defined as measurements and calculations which shall be performed as follows: (a) Across an entire Coverage Area; (b) Aggregating over a period of at least 30 days under weather conditions seasonally normal for the area; and (c) Provided that the total number of gunfire incidents being counted is equal to or greater than: (i) thirty (30) incidents for systems of up to three (3) square miles of Coverage Area, or (ii) ten (10) incidents multiplied by the number of square miles of Coverage Area for systems where one or more Coverage Areas are three (3) square miles or larger. 1159
SHOTSPOTTER SERVICES AGREEMENT EXHIBIT A ǀ Page 1 of 1
Copyright © 2026 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States EXHIBIT A – SOUNDTHINKING QUOTE
SoundThinking, Inc. DATE 3/18/2026
39300 Civic Center Dr., Suite 300 Quote # RICHMOND031826 Fremont, CA 94538-2337 Customer ID Richmond PD
Phone: 888.274.6877 Fax: 650.887.2106
Quote For: Quote valid until: 6/30/2026
Mr. Eric Tam Prepared by: K Isotalo
Technology Supervisor
Richmond Police Department
1701 Regatta Boulevard
Richmond, CA 94804
Comments or Special Instructions:

Rich Reyes Net 30
QUANTITY (mi²) UNIT PRICE
(per mi²) TAXABLE? AMOUNT

5.75 $39,097 $224,808

5.75 $41,052 $236,049

5.75 $43,104 $247,848

5.75 $45,259 $260,239

5.75 $47,522 $273,252
SUBTOTAL $1,242,196

TAX RATE

SALES TAX -

OTHER -
TOTAL $1,242,196
If you have any questions concerning this Quote, please contact Karen Isotalo - Vice President, Sales Operations at 510.298.8668 or [email protected] Year Four: ShotSpotter Subscription
Services for 7/1/29 through 6/30/30
Year Five: ShotSpotter Subscription
Services for 7/1/30 through 6/30/31
Quote
Renewal of Annual ShotSpotter (formerly Respond) Subscription Services for the original 3.0 mi² coverage area and

2.75 mi² expansion area for an additional five-year term (July 1, 2026 through June 30, 3031). The proposed services will be delivered according to the terms and conditions of an Amendment to the Agreement between the City and SoundThinking dated November 3, 2021, or a new SoundThinking Master Services Agreement.

SALES DIRECTOR: TERMS:

Year One: ShotSpotter Subscription
Services for 7/1/26 through 6/30/27
Year Three: ShotSpotter Subscription
Services for 7/1/28 through 6/30/29
Year Two: ShotSpotter Subscription
Services for 7/1/27 through 6/30/28

DESCRIPTION
1160
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT B

PAYMENT PROVISIONS

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

CAPT. MATT STONEBRAKER CAPT. MATT STONEBRAKER 7957 SoundThinking, Inc. 1161
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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: ________________________________________________ CAPT. MATT STONEBRAKER [email protected] 7957 SoundThinking, Inc. SoundThinking, Inc. 39300 Civic Center Drive, Ste 300 Fremont, CA 94538 [email protected] Karen Isotalo 1162
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

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

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:

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

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, 7957 SoundThinking, Inc.
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Contract No: ________ For the Contract between the City of Richmond and
_____________________________
disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

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.
7957 SoundThinking, Inc.
1164
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

8. PERMITS AND LICENSES:

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 7957 SoundThinking, Inc.
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Contract No: ________ For the Contract between the City of Richmond and
_____________________________
this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

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 7957 SoundThinking, Inc.
1166
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent. c. The sale, assignment, transfer or 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.

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 7957 SoundThinking, Inc.
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Contract No: ________ For the Contract between the City of Richmond and
_____________________________
federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City 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.

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.
7957 SoundThinking, Inc.
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Contract No: ________ For the Contract between the City of Richmond and
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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:

17. CONFLICTING PROVISIONS:

18. FORCE MAJEURE:

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of 7957 SoundThinking, Inc.
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Contract No: ________ For the Contract between the City of Richmond and
_____________________________
California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.

20. CLAIMS:

21. INTERPRETATION:

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

22. WARRANTY:

23. SEVERABILITY:

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, 7957 SoundThinking, Inc.
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Contract No: ________ For the Contract between the City of Richmond and
_____________________________
and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.

25. WAIVER:

26. COUNTERPARTS:

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. 7957 SoundThinking, Inc.
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Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):
7957 SoundThinking, Inc.

NONE.
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EXHIBIT F

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

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

INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
7957 SoundThinking, Inc.
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___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks
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Revised: June 2023
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.

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

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

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

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.

The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

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

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

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

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

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

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

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

General Liability
(primary and excess limits
combined)

PROJECT COST REQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
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___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks
Type 1 – Page 2 of 4
Revised: June 2023
Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).

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

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

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

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

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

Same limits as General Liability.

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

Additional Insured Endorsement
Additional Insured Endorsement
(continued)
Applicable to General Liability Coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

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

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from 1176
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks
Type 1 – Page 3 of 4
Revised: June 2023
the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.

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

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

1. Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.

Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or nonrenewed, 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.

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
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___ Exhibit F
___ Section 8
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IT and Cyber Risks
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Revised: June 2023
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

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

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.

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:
7957 SoundThinking, Inc.
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SoundThinking, Inc. DATE 3/18/2026
39300 Civic Center Dr., Suite 300 Quote # RICHMOND031826 Fremont, CA 94538-2337 Customer ID Richmond PD
Phone: 888.274.6877 Fax: 650.887.2106
Quote For: Quote valid until: 6/30/2026
Mr. Eric Tam Prepared by: K Isotalo
Technology Supervisor
Richmond Police Department
1701 Regatta Boulevard
Richmond, CA 94804
Comments or Special Instructions:

Rich Reyes Net 30
QUANTITY (mi²) UNIT PRICE
(per mi²) TAXABLE? AMOUNT

5.75 $39,097 $224,808

5.75 $41,052 $236,049

5.75 $43,104 $247,848

5.75 $45,259 $260,239

5.75 $47,522 $273,252
SUBTOTAL $1,242,196

TAX RATE

SALES TAX -

SALES DIRECTOR: TERMS:

DESCRIPTION
1187

Page 1 of 3 ends

Richmond City CouncilMay 26, 2026

Richmond City Council
May 26, 2026