Agenda — Richmond City Council, June 23, 2026 (part 2 of 8)

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

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

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

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

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

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

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

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

Minimum Terms
Your subscription is effective upon the date we process your order (“Effective Date”) and Monthly Charges will be prorated for the number of days remaining in that month, if any. Your subscription will continue for the number of months listed in the Minimum Term column above plus any Bridge Term that may be outlined above counting from the first day of the month following the Effective Date. Your Monthly 116

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

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

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

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

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

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https://legal.thomsonreuters.com/content/dam/ewp-m/documents/legal/en/pdf/other/plan-2-pro-govt-agencies.pdf http://static.legalsolutions.thomsonreuters.com/static/agreement/plan-2-pro-govt-agencies.pdf eBilling Contact. All invoices for this account will be emailed to your e-Billing Contact(s) unless you have notified us that you would like to be exempt from e-Billing.

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

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

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

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

Details are available at: http://tr.com/HighQ-SLA. Note that Sections 3.3 of the SLA does not apply to any HighQ Light packages The Federal Product Specific Terms can be found here: http://tr.com/federal-product-specific-terms Product Specific Terms. The following products have specific terms which are incorporated by reference and made part of this Order Form if they apply to your order. They can be found at https://static.legalsolutions.thomsonreuters.com/static/ThomsonReuters-General-TermsConditions-PST.pdf. If the product is not part of your order, the product specific terms do not apply.  Campus Research
 Hosted Practice Solutions
 ProView eBooks
 Time and Billing
 West km Software
 West LegalEdcenter
 Westlaw 117

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

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

Amended Terms and Conditions

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

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

This Order Form will expire and will not be accepted after 5/28/2026. 118

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

Payment, Shipping, and Contact Information
Payment Method:

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

Shipping Information:

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

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

Refer to your Order Form for the Post Minimum Term pricing. Refer to Order Form for Billing Frequency Type. 119
Reso. No. _____

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RESOLUTION NO. ____-26

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND,

CALIFORNIA, WAIVING THE REQUIREMENTS OF THE SANCTUARY CITY

CONTRACTING AND INVESTMENT ORDINANCE AS TO THOMSON REUTERS ENTERPRISE FOR THE CITY ATTORNEY’S OFFICE WESTLAW LEGAL

RESEARCH SERVICES CONTRACT
WHEREAS, the City of Richmond is a sanctuary city and has adopted policies intended to protect immigrant communities and prevent the use of City contracting and investment authority to support immigration enforcement activities inconsistent with the City’s values; and WHEREAS, on June 5, 2018, the City Council adopted Ordinance No. 12-18 N.S., the Sanctuary City Contracting and Investment Ordinance, which prohibits the City from granting 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”), unless an exception applies; and WHEREAS, the City’s standard contract form implements Ordinance No. 12-18 N.S. by requiring contractors to submit a Sanctuary City Compliance Statement, attached to City contracts as Exhibit G; and
WHEREAS, Section 3 of Ordinance No. 12-18 N.S. authorizes the City Council to approve an exception to the requirements of the Ordinance where the City Council determines that no reasonable alternative exists, after considering available alternatives, the intent of the Ordinance, and any quantifiable additional costs that would result from compliance; and WHEREAS, the City Attorney’s Office requires access to reliable, comprehensive, and current legal research services to provide legal advice and representation to the City Council, City Manager, City departments, boards and commissions, and other City officials, and to support litigation, transactional, advisory, legislative, public records, employment, land use, municipal finance, public safety, and other legal work performed on behalf of the City; and WHEREAS, the City Attorney’s Office has historically relied on Westlaw as a principal legal research platform, including access to primary law, analytical materials, citator services, legal treatises, practice guides, and related legal research tools; and WHEREAS, the proposed contract with Thomson Reuters Enterprise would provide the City Attorney’s Office with Westlaw Online Law Library services for six attorneys, including West Proflex, Westlaw Multi-State Analytical, and CoCounsel Legal, National Primary, Enterprise Access, Government; and
120
Reso. No. _____

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WHEREAS, the proposed contract term is July 1, 2026 through June 30, 2029, with total compensation not to exceed $110,000, allocated as $32,352 for FY 2026-27, $34,616.64 for FY 2027-28, and $37,039.80 for FY 2028-29; and
WHEREAS, Thomson Reuters provides legal research products that are widely used by public agencies, including courts, public law offices, law firms, and government counsel that represent various law enforcement agencies, all of whom utilize Westlaw’s legal research platform which provides legal content that is necessary for the City Attorney’s Office to efficiently perform its legal duties; and
WHEREAS, the City Attorney’s Office has considered available alternatives to the Thomson Reuters / Westlaw platform, including other commercial legal research services and publicly available legal research tools, and has determined that no reasonable alternative provides the same combination of legal content, reliability, functionality, attorney familiarity, integration into existing City Attorney workflows, continuity of legal research, citator tools, analytical resources, and government-access pricing necessary for the City Attorney’s Office’s operations; and WHEREAS, requiring the City to discontinue Westlaw and transition to another legal research platform would cause operational disruption, attorney retraining, loss of continuity in existing research workflows, potential inefficiencies in legal services, and additional costs that would be disproportionate to any practical benefit achieved by declining the proposed contract; and WHEREAS, the City Council finds that the proposed waiver is limited to the City Attorney’s Office’s procurement of Westlaw legal research services and related products under the proposed Thomson Reuters Enterprise contract, and does not constitute a general waiver of Ordinance No. 12-18 N.S. for unrelated Thomson Reuters products or services, unless expressly authorized by this Resolution or subsequent Council action; and
WHEREAS, the City Council has considered the intent of Ordinance No. 12-18 N.S., the City’s sanctuary city policies, the available alternatives, the City Attorney’s Office’s operational need for the proposed services, and the additional costs and disruption that would result from denying the proposed contract; and
WHEREAS, based on the foregoing, the City Council finds that no reasonable alternative exists for the City Attorney’s Office’s required legal research services and that a waiver of the requirements of Ordinance No. 12-18 N.S. is warranted for the proposed Thomson Reuters Enterprise contract.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richmond as follows:

Section 1. The City Council hereby finds and determines that the foregoing recitals are true and correct and are incorporated herein by this reference.

Section 2. Pursuant to Section 3 of Ordinance No. 12-18 N.S., the City Council hereby waives the requirements of the Sanctuary City Contracting and Investment Ordinance, including the 121
Reso. No. _____

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requirement that Thomson Reuters Enterprise execute the City’s Sanctuary City Compliance Statement, for the limited purpose of allowing the City to enter into and perform the proposed contract with Thomson Reuters Enterprise for Westlaw legal research services for the City Attorney’s Office.

Section 3. This waiver applies only to the City Attorney’s Office contract with Thomson Reuters Enterprise for Westlaw Online Law Library services, including West Proflex, Westlaw MultiState Analytical, CoCounsel Legal, and related legal research products and services identified in the proposed contract documents, for the term July 1, 2026 through June 30, 2029, in an amount not to exceed $110,000.

Section 4. This Resolution does not waive the requirements of Ordinance No. 12-18 N.S. for any separate or unrelated contract, product, service, department, procurement, or future agreement with Thomson Reuters or any affiliated entity, unless separately approved by the City Council.

Section 5. The City Manager, or designee, is authorized to execute the contract and any related documents necessary to effectuate the procurement of the legal research services described herein, subject to approval as to form by the City Attorney.

Section 6. This Resolution shall become effective immediately upon its passage and adoption. ******************
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held on Mmmm dd, yyyy, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
122
Reso. No. _____

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Approved as to form:

City Attorney
State of California }
County of Contra Costa : ss.

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. _____, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on Mmmm dd, yyyy.
_______________________________________
Pamela Christian, Clerk of the City of Richmond
123

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June 23, 2026
City Attorney's Office
Human Resources
DATE: June 23, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Shannon Moore, Interim City Attorney
Sharrone Taylor, Human Resources Director
Subject: Legal Services Agreement Amendment No. 1 with
Meyers Nave for Confidential Personnel Investigations
FINANCIAL IMPACT: The proposed $75,000 expenditure is available within the approved Fiscal Year 2025–2026 Human Resources and
Risk Management budgets. Since services are billed at
an hourly rate, the total cost may be lower than the
not-to-exceed amount (Account Strings: Human
Resources 01181016-400206 and Risk Management
50182316-400206).

PREVIOUS COUNCIL
ACTION:

July 1, 2025

STATEMENT OF THE
ISSUE:

The City requires outside legal services to conduct
confidential personnel investigations involving
discrimination, harassment, retaliation, and other
workplace complaints when external investigation
services are necessary. Meyers Nave is currently
providing these services under a legal services
agreement with the City, and an increase to the
agreement’s payment limit is needed to allow the firm to continue handling ongoing confidential investigations.

RECOMMENDED ACTION: APPROVE the first amendment to the legal services agreement with Meyers Nave to increase the payment
limit by $75,000, for a total amount not to exceed amount of $150,000 for a term ending June 30, 2027, for
confidential personnel investigation services – City
Attorney’s Office/Human Resources Department
(Shannon Moore/Sharrone Taylor 510-620-6803).

AGENDA
REPORT
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June 23, 2026
DISCUSSION:

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

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

The City Attorney’s Office and Human Resources Department executed a legal services agreement (LSA) with Meyers Nave on July 1, 2025. Since then, Meyers Nave has handled confidential investigations, which are ongoing. The City now seeks a first amendment to increase the payment limit.

The City Attorney's Office and the Human Resources Department are requesting approval of a legal services agreement amendment with Meyers Nave to increase the payment limit by $75,000 for total not to exceed amount of $150,000.

DOCUMENTS ATTACHED:

Attachment 1 – Original Legal Services Agreement (LSA)
Attachment 2 – First Amendment to the LSA (Proposed)
125
1 DocID #47258v1

LEGAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF RICHMOND
AND

MEYERS NAVE

PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 1st of July, 2025 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and MEYERS NAVE, comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located 1999 Harrison Street, 9th Floor, Oakland, CA 94612. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
The following recitals are as follows:

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

AGREEMENT PROVISIONS
The Parties agree as follows:

1. RETENTION OF FIRM.

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

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

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

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2. DESCRIPTION OF SERVICES TO BE PROVIDED.

See “Scope of Work” in Exhibit A.

3. TERM OF AGREEMENT.

The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on JUNE 30, 2027, unless the parties extend the Agreement in writing.

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

4. ASSIGNMENT OF DUTIES.

It is contemplated that no other attorney will be assigned from Special Counsel other than CAMILLE HAMILTON PATING. It is agreed by and between the Parties that should it be desirable for any attorney other than CAMILLE HAMILTON PATING to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. It is agreed by and between the Parties that the City Attorney or their designee shall approve the Special Counsel assigned attorney(s) prior to the commencement of an assigned investigation.

5. PUBLIC FUNDING.

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

6. PAYMENT FOR SERVICE.

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

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7. BILLING INVOICES.

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

8. PROJECT PLAN AND BUDGET AND RESERVES.

9. BILLING.

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

10. TERMINATION.

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

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

11. CONFLICTS OF INTEREST.

A. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.

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B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to provide rights to the City above and beyond the rights Special Counsel owes to the City under all applicable rules of professional conduct relating to conflict of interest.

12. ASSIGNMENTS AND SUCCESSORS IN INTEREST.

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

13. AUDITS, RECORDS, AND DOCUMENTATION.

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

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

14. NON-DISCRIMINATION.

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

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

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

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15. HOLD HARMLESS/INDEMNIFICATION.

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

16. INSURANCE REQUIREMENTS.

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

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

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

17. CONFIDENTIALITY AND MEDIA STATEMENTS.

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

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

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18. AMENDMENTS.

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

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

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

20. NOTICES.

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

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

21. LAW GOVERNING AGREEMENT.

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

22. INVALID PROVISIONS.

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

23. LICENSE REQUIREMENTS.

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

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24. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE STATEMENT.

Contractor agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordinance No. 12-18). Contractor must submit the Sanctuary City Compliance Statement included herein as Exhibit E along with the bid or proposal prior to execution of the contract.

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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

MEYERS NAVE
By:_______________________________
Title:_____________________________

CITY OF RICHMOND
_____________________________
Name
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
__________________________
City Clerk
_____________________________
Mayor
Docusign Envelope ID: BB5C893B-E652-4A01-B57C-0BD18840BBED Principal
Eduardo Martinez
133
Exhibit A
9 DocID #47258v1

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

Special Counsel shall conduct confidential personnel investigations.

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

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

Hourly Rates
Attorney 2025 Public rates
Sr. Principal $595
Principal $515
Sr. Of Counsel $500
Of Counsel $475
Sr. Associate $435
Mid-level Associate $415
Junior Associate $370
Sr. Paralegal $250
Paralegal $240

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

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of SEVENTY-FIVE THOUSAND ($75,000) for attorneys’ fees and reimbursements.

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Exhibit B
10 DocID #47258v1

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

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

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

I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets).

Docusign Envelope ID: BB5C893B-E652-4A01-B57C-0BD18840BBED 135
Exhibit B
11 DocID #47258v1
II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.

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Exhibit B
12 DocID #47258v1
j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.

III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
• Actual printing costs;
• Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
• Actual cost of postage (including express mail delivery charges); • Facsimile charges at the rate of $0.25 per page;
• Actual cost of long distance telephone calls;
• Transcription and reporter's fees; and
• Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. b. The City Attorney must approve in advance any single reimbursement item in excess of $250.

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Exhibit B
13 DocID #47258v1
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.

Docusign Envelope ID: BB5C893B-E652-4A01-B57C-0BD18840BBED 138
Exhibit C
14 DocID #47258v1

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

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Exhibit E
15 DocID #47258v1

CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned,(hereafter "Contractor"), has had an opportunity to review the requirements ofCity of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agreesthat the Citymay 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.

Contractorfurther understands and agreesthatContractor'sfailure to complywith the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractorfrombidding on future contractswith 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 ceasesto comply, Contractor will promptly notify the City Managerin writing. Any person or entity who knowingly or willingly suppliesfalse 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:

Vendor SCCO Compliance Statement (July2024)
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3/9/2026
Principal Camille Pating
140
Exhibit D
16 DocID #47258v1
City of Richmond - Insurance Requirements - Type 2:

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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Exhibit D
17 DocID #47258v1
City of Richmond - Insurance Requirements - Type 2:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Exhibit D
18 DocID #47258v1
City of Richmond - Insurance Requirements - Type 2:

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

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

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

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

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

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

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

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

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

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

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

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Meyers Nave--First Amendment to LSA
A-1

FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

MEYERS NAVE
This First Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and MEYERS NAVE (“Special Counsel”) (the "First Amendment") is entered into as of June 23, 2026, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities on July 1, 2025 for an amount not to exceed $75,000 and term ending June 30, 2027; and WHEREAS the City now desires for Special Counsel to continue its representation of the City and increase the compensation by $75,000; and
WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this First Amendment.

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

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

2. Effect of First Amendment. Except as provided in this First Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this First Amendment increases the compensation limit by $75,000.00.

3. Counterparts. This First Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument. [Signatures on following page]
144
Meyers Nave--First Amendment to LSA
A-2
IN WITNESS WHEREOF, the City and Special Counsel have caused this First Amendment to be effective as of the last date written above.

CITY OF RICHMOND MEYERS NAVE
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
145
Meyers Nave--First Amendment to LSA
A-3
Attachment 1

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

Special Counsel shall conduct confidential personnel investigations.

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

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

Hourly Rates
Attorney 2025 Public Rates
Sr. Principal $595
Principal $515
Sr. Of Counsel $500
Of Counsel $475
Sr. Associate $435
Mid-level Associate $415
Junior Associate $370
Sr. Paralegal $250
Paralegal $240
Compensation:

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

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) for attorneys’ fees and reimbursements. 146

Page 1 of 2 ends

June 23, 2026
City Attorney's Office
DATE: June 23, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Shannon Moore, Interim City Attorney
Kimberly Chin, Senior Assistant City Attorney
Subject: Legal Services Agreement Amendment No. 1 with
Aleshire & Wynder, LLP to Support the Community
Police Review Commission
FINANCIAL IMPACT: The proposed $200,000 contract amendment, for a revised not-to-exceed amount of $350,000, is included
within the approved Fiscal Year 2025-2026 City
Attorney’s Office budget for legal services (Account
String: 01151014-400206).

PREVIOUS COUNCIL
ACTION:

December 16, 2025

STATEMENT OF THE
ISSUE:

To continue representing the City in the Terminal One
litigation and to continue providing legal staffing to the Community Police Review Commission, the City Attorney
recommends approval of a first amendment to the legal
services agreement with Aleshire & Wynder, LLP.

RECOMMENDED ACTION: APPROVE a first amendment to the legal services agreement with Aleshire & Wynder, LLP, to increase the
contract amount by $200,000 for a total not to exceed
amount of $350,000 with term end date of December 26,
2026, for staffing the Community Police Review
Commission - City Attorney’s Office (Kimberly Chin 510- 620-6709/Shannon Moore 510-620-6509).

DISCUSSION:

The current legal services agreement with Aleshire & Wynder, LLP (“Firm”) is for a total not to exceed amount of $150,000 with a term beginning January 1, 2026, and expiring AGENDA
REPORT
147

Page 2 of 2 ends

June 23, 2026
December 26, 2026. The proposed amendment increases the contract amount by $200,000 for a total not to exceed amount of $350,000 so the Firm can continue representing the City in the Terminal One litigation and so Floy Andrews, a partner with the Firm, can continue serving as legal advisor to the Community Police Review Commission.

The rates for Aleshire & Wynder, LLP are:

Special Services/Litigation: Partner $420/ hour; Associate $315/ hour, Paralegal/Law Clerk $189/hour; Document Clerk $117/hour.

The City Attorney’s Office recommends the City Council approve a first amendment to the legal services agreement with Aleshire & Wynder, LLP, to increase the amount by $200,000 for a total amount not to exceed $350,000 and term ending December 26, 2026.

DOCUMENTS ATTACHED:

Attachment 1 – Amendment 1 to A&W LSA (proposed)
Attachment 2 – Original Contract with A&W
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FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

ALESHIRE & WYNDER, LLP
This First Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and ALESHIRE & WYNDER, LLP (“Special Counsel”) (the "First Amendment") is entered into as of June 16, 2026, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and Cityrelated entities on December 16, 2026 for an amount not to exceed $150,000 and term ending December 26, 2026; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and increase the compensation; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation by $200,000; and WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this First Amendment.

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

3. Counterparts. This First Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument. [Signatures on following page]
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IN WITNESS WHEREOF, the City and Special Counsel have caused this First Amendment to be effective as of the last date written above.

CITY OF RICHMOND ALESHIRE & WYNDER, LLP
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
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Attachment 1

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

In recognition of Special Counsel’s prior role as City Attorney for the City of Richmond and under the direction of the new City Attorney, Special Counsel shall continue to provide legal services on projects such as Terminal One, Point Molate, Craneway, Marina Point, and Riggers Loft. Special Counsel shall also continue to provide legal staffing for the Community Police Review Commission. On an as needed basis as determined by the City Attorney, Special Counsel shall also provide a range of City Attorney services in accordance with this Agreement and as more particularly described below.

Description of Services
Generally, A&W divides services into two categories: General and Special. Special services are those where City would generally be looking to outside counsel for special expertise. A&W rates for special services are higher than for general services but less than other firms the City has been using. As requested by the City Attorney, A&W shall perform any and all work for the provision of general and special municipal law services to City, including the following:

1. General Legal Services
General Legal Services include: (a) Attending all City Council, Successor Agency Board of Directors, Planning and other Commission meetings. Providing City Council and other bodies with guidance relative to Rosenberg’s Rules of Order, open meetings, Brown Act, and other related procedural matters. (b) Providing conflict of interest assistance to elected and appointed officials and staff, and assisting officials and staff in seeking advice from the Fair Political Practices Commission. (c) Attending departmental meetings, staff meetings or committee meetings as deemed necessary and appropriate or as requested by the City Manager or City Council. (d) Providing legal advice, counsel, services, consultation and opinions to City Council, City Manager and City staff on routine municipal assignments. (e) Performing general research and interpreting routine laws, court decisions and other legal matters in order to prepare legal opinions and to advise the City Council, and management staff on legal matters pertaining to City operations. (f) Reviewing and/or preparing general staff reports, ordinances, resolutions, and other documents required by the City. (g) Ensuring that current and future City ordinances, policies, procedures and practices comply with state and federal law.

Informing City Council and staff of routine recommended changes to City ordinances and practices, as needed. (h) Providing assistance to the City regarding election laws and assisting in review of election forms, filings, and coordination with county, state and federal election officials. (i) Monitor pending and current legislation and case law as appropriate.
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2. Special Services
“Special” legal services include, but are not limited to, real estate, rent control, housing, labor and employment, enterprise funds, franchise negotiations, major contract negotiations, municipal finance matters other than bonds and similar financial services, environmental and toxics, water, energy, franchises, utilities and telecommunications, solid waste, mobile home matters, police and fire matters, litigation services (although code enforcement and risk management are billed at their own rate), and similar matters requiring special expertise.

3. Code Enforcement/Risk Management
These rates are generally lower than for other litigation as that is true in the marketplace.

However, for risk management, the rate will not exceed that permitted by CJPRMA.

4. Reimbursable
For legal services performed on matters where the City is reimbursed by a third party, such as development agreements, A&W charges at higher rates as described in the table below. Though A&W special service rates are higher for special services than for general services, they are less than those generally charged by specialty firms, such as those specializing in development, employment, water and so forth.

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

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

Hourly Rates
GENERAL:

PARTNER(S) $341/HR
ASSOCIATE(S) $294/HR
SPECIAL SERVICES/LITIGATION:

PARTNER(S) $420/HR
ASSOCIATE(S) $315/HR

RM/CODE ENFORCEMENT
OR CJPRMA:

PARTNER(S)/OF COUNSEL $305/HR
ASSOCIATE(S) $273/HR
REIMBURSABLE--3RD PARTY PAYING:

PARTNER(S) $420/HR
ASSOCIATE(S) $446/HR
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APPLICABLE TO ALL ABOVE:

PARALEGAL(S)/LAW CLERK(S) $189/HR
DOCUMENT CLERK(S) $117/HR
Existing Accounts and Clarification
A&W establishes separate accounts for many matters. This allows the City to better track time. The accounts established in the RESTATED CONTRACT SERVICES AGREEMENT FOR CITY ATTORNEY SERVICES shall continue to be used.

Compensation:

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

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) for attorneys’ fees and reimbursements. 153
01337.0031 2072024.5 1

LEGAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF RICHMOND
AND

ALESHIRE & WYNDER, LLP

PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 16 th day of
December, 2025 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and ALESHIRE & WYNDER, LLP (“A&W”), a California limited liability partnership, comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at, 1 Park Plaza, Ste. 1000, Irvine, CA 92614. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
The following recitals are as follows:

AGREEMENT PROVISIONS
The Parties agree as follows:

1. RETENTION OF FIRM.

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

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01337.0031 2072024.5 2

2. DESCRIPTION OF SERVICES TO BE PROVIDED.

See “Scope of Work” in Exhibit A.

3. TERM OF AGREEMENT.

The services of Special Counsel are to commence upon January 1, 2026 and shall terminate on December 26, 2026, unless the parties extend the Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.

4. ASSIGNMENT OF DUTIES.

It is contemplated that no other attorneys will be assigned from Special Counsel other than

DAVID ALESHIRE, FLOY ANDREWS, ANNE LANPHAR, PAM LEE, JOHN FOX and WILLIAM MAZZOTA. It is agreed by and between the Parties that should it be desirable for any attorney other than these attorneys to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.

5. PUBLIC FUNDING.

6. PAYMENT FOR SERVICE.

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01337.0031 2072024.5 3

7. BILLING INVOICES.

8. PROJECT PLAN AND BUDGET AND RESERVES.

Special Counsel shall provide a project plan and budget for any project or case assigned to Special Counsel under this Agreement. Project plans and budgets shall conform to the guidelines set forth in Exhibit C (Project Plan and Budget) and Exhibit D (Mandatory Case Reporting Policy), when the case is reportable to the City’s excess insurance carrier, California Joint Powers Risk Management Authority (CJPRMA). If the case is reportable to CJPRMA, Special Counsel shall provide an initial report notifying them of the claim or lawsuit within 30 days of receipt of the assignment and the estimated exposure. The City Attorney and Risk Manager shall be copied on all correspondence sent to CJPRMA.

9. LITIGATION GUIDELINES.

When litigation is included in the scope of work, litigation guidelines as specified in Exhibit E are to be followed.

10. BILLING.

11. STATUS REPORTS.

Special Counsel shall, every thirty (30) days or as requested by City Attorney, submit via electronic mail a written update setting forth a summary of activities performed on behalf of City during the preceding month, the current status of each pending matter, results obtained or expected to be obtained, a summary of invoices for the preceding month and other information relating to the services rendered as City may reasonably request. The update should be emailed to the City Attorney with a copy to the Risk Manager and CJPRMA, if applicable. Please keep the status reports brief and spend no more than one (1) hour billing for your time. Please also attach any referenced filings to your status report.

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01337.0031 2072024.5 4

12. TERMINATION.

13. CONFLICTS OF INTEREST.

B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to provide rights to the City above and beyond the rights Special Counsel owes to the City under all applicable rules of professional conduct relating to conflict of interest.

14. ASSIGNMENTS AND SUCCESSORS IN INTEREST.

15. AUDITS, RECORDS, AND DOCUMENTATION.

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

16. NON-DISCRIMINATION.

17. HOLD HARMLESS/INDEMNIFICATION.

18. INSURANCE REQUIREMENTS.

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

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

19. CONFIDENTIALITY AND MEDIA STATEMENTS.

20. AMENDMENTS.

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

22. NOTICES.

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

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23. LAW GOVERNING AGREEMENT.

24. INVALID PROVISIONS.

25. LICENSE REQUIREMENTS.

26. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE
STATEMENT.

Contractor agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordinance No. 12-18). Contractor must submit the Sanctuary City Compliance Statement included herein as Exhibit F along with the bid or proposal prior to execution of the contract.

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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

ALESHIRE & WYNDER, LLP
By:_______________________________
Title:_____________________________

CITY OF RICHMOND
____________________________
Mayor
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
__________________________
City Clerk
Equity Partner
Docusign Envelope ID: F02564CD-AAD9-455E-97B6-2F0A37C096A4 161
Exhibit A
01337.0031 2072024.5 9

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

2. Special Services
“Special” legal services include, but are not limited to, real estate, rent control, housing, labor and employment, enterprise funds, franchise negotiations, major contract negotiations, municipal finance matters other than bonds and similar financial services, Docusign Envelope ID: F02564CD-AAD9-455E-97B6-2F0A37C096A4 162
Exhibit A
01337.0031 2072024.5 10
environmental and toxics, water, energy, franchises, utilities and telecommunications, solid waste, mobile home matters, police and fire matters, litigation services (although code enforcement and risk management are billed at their own rate), and similar matters requiring special expertise.

3. Code Enforcement/Risk Management
These rates are generally lower than for other litigation as that is true in the marketplace.

However, for risk management, the rate will not exceed that permitted by CJPRMA.

Special Counsel’s point of contact in the City of Richmond City Attorney’s office is:

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

General:

Partner $341/HR
Associate $294/HR
Special Services/Litigation:

Partner/Of Counsel $420/HR
Associate $315/HR
RM/Code Enforcement or CJPRMA:

Partner/Of Counsel $305/HR
Associate $273/HR
Reimbursable--3
rd Party Paying:

Partner/Of Counsel $420/HR
Associate $446/HR
Applicable to All Above:

Paral/Law Clerk $189/HR
Document Clerk $117/HR
Existing Accounts and Clarification
A&W establishes separate accounts for many matters. This allows the City to better track time.

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Exhibit A
01337.0031 2072024.5 11
The accounts established in the RESTATED CONTRACT SERVICES AGREEMENT FOR CITY ATTORNEY SERVICES shall continue to be used.

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

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of ONE HUNDRED FIFTY THOUSAND Dollars ($150,000) per year for attorneys’ fees and reimbursements.

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Exhibit B
01337.0031 2072024.5 12

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

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Exhibit B
01337.0031 2072024.5 13
II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.

When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates Docusign Envelope ID: F02564CD-AAD9-455E-97B6-2F0A37C096A4 166
Exhibit B
01337.0031 2072024.5 14
when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.

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Exhibit B
01337.0031 2072024.5 15
d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.

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Exhibit C
01337.0031 2072024.5 16

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Exhibit C
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h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement.

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Exhibit D
01337.0031 2072024.5 18
California Joint Powers Risk Management Authority
Mandatory Case Reporting Policy
Pursuant to Section VII (Conditions) of the Memorandum of Coverage, the following rule is applicable to all cases reported to CJPRMA.

The Authority shall be entitled to complete access to the covered party’s claim file, the defense attorney’s complete file, and all investigation material and reports, including all evaluations and information on negotiations. The covered party shall be responsible to report the progress of the litigation and any significant developments at least quarterly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the covered party by its defense attorneys and/or its agents.

In addition, the CJPRMA Board of Directors has adopted the following mandatory case reporting standards:
1) Defense counsel is expected to provide a written analysis of liability and exposure in any reported claim no later than ninety days following receipt of the file from the member agency. CJPRMA understands that the liability picture may develop as discovery is ongoing, but this does not excuse the responsibility of providing an early, objective analysis of the file, subject to later developments. An early analysis not only permits the JPA member to set an accurate reserve level, but also permits the member entity to decide whether to actively litigate the case, try to settle the case, or limit discovery based upon the exposure.
2) The initial status report should provide, at a minimum, a brief synopsis of the facts giving rise to the lawsuit; the status of the pleadings, including any discussions of demurrers or motions to dismiss, or cross-complaints; a summary and analysis of plaintiff’s injuries, damages and exposures in the case; an initial impression of liability; any requests for additional investigation; a brief outline of the discovery planned; and an evaluation of anticipated litigation costs. The report need not be lengthy, and typically might not exceed three to five pages, but must address the issues directly and in a straightforward manner so that the member entity and CJPRMA can set cost and loss reserves as necessary.
3) Defense counsel is responsible to report, in writing, the setting of a trial date, settlement conference date, hearing date on motion for summary judgment or similar dispositive motion in any litigated case, within one week of the date on which a court establishes such date.
4) Defense counsel is responsible to report, in writing, all settlement demands or offers within one week of the time the offer is made or the demand is received.

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Exhibit D
01337.0031 2072024.5 19
5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This need not be a multi-page deposition summary, but must, at a minimum, include a concise report of major events occurring at the deposition, and an evaluation of the effect of the deposition testimony on the case. 6) Finally, no later than sixty days before the date set for trial in any case, defense counsel is responsible to report, in writing, on (1) an assessment of liability in the case, (2) the adverse potential exposure if liability is found, (3) a concise summary of injuries sustained and/or claims, (4) an assessment of any other factors (such as local jury tendencies, appearance of important witnesses, etc.) that may affect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status reports from defense counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.

This policy is designed to protect the member entity and CJPRMA, so that they can make informed litigation decisions on reported cases. Past experience has shown that defense counsel retained by the member entities of CJPRMA are high-caliber, hard working attorneys who have done very well for their clients, and CJPRMA is grateful for their efforts. Defense counsel are cautioned, however, that case reporting is given a high priority by CJPRMA and its members, and is a major consideration in evaluating counsel’s performance.

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Exhibit E
01337.0031 2072024.5 20

LITIGATION GUIDELINES
The following guidelines should be followed when the scope of work includes representing the City in litigation:
a. The Special Counsel shall consult the City Attorney regarding the component parts of litigation handled so that the City Attorney, in consultation with the City Council, if necessary, can determine whether a particular activity is reasonable in light of its costs and benefits.
b. The City Attorney must approve the identity and number of staff assigned to the litigation, and any changes.
c. All pleadings shall be submitted to the City Attorney for review prior to filing. d. Copies of major work product, pleadings, motions, orders, decisions, research memoranda, reports on significant developments, and quarterly status reports shall be submitted to keep the City Attorney advised of any major developments in the lawsuit.

Such copies shall be provided in electronic format compatible with software in the City Attorney’s office.
e. Generally, the City Attorney will rely upon Special Counsel for guidance on litigation strategy. Nonetheless, prior approval from the City Attorney is necessary for demurrers, motions for summary judgment and discovery motions.
f. City expects that Special Counsel will resolve all discovery disputes without court intervention. If this is impossible due to the conduct of others, please inform the City Attorney immediately. City’s intent is to have discovery be fair and open with the money spent on reviewing relevant items that are discovered, not on discovery battles. g. Provide full descriptions of legal tasks performed. This will help the City Attorney follow case development and understand Firm’s strategy. h. Some types of litigation-related expenses require prior approval by the City Attorney, including, but not limited to, experts and investigators. Expenses over a certain dollar amount always require prior approval. See Section III (Reimbursements) of Exhibit B (Billing Protocols and Guidelines) of this Agreement for a list of those expenses that may be reimbursed.

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

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

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:

Vendor SCCO Compliance Statement (July2024)
David J. Aleshire Equity Partner
3/23/2026
Aleshire & Wynder, LLP
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Exhibit G
01337.0031 2072024.5 22
City of Richmond - Insurance Requirements - Type 2:

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

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

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.

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

Docusign Envelope ID: F02564CD-AAD9-455E-97B6-2F0A37C096A4 175
Exhibit G
01337.0031 2072024.5 23
City of Richmond - Insurance Requirements - Type 2: