Cities Index.
Agenda

Richmond City Council
June 23, 2026

Document
Agenda
Meeting
June 23, 2026
Body
Richmond City Council
Pages
110
Original file
235.2 MB
Text extracted from the city's file for reading and search. Open the original on pub-richmond.escribemeetings.com. That file is the official record.

June 23, 2026
and AUTHORIZE The city manager or their designee to
take administrative actions as necessary – Public Works Department (Janney Lockman/Gail Payne/Daniel
Chavarria 510-231-3008).

DISCUSSION:

Background
In December 2023, City Council directed City staff to evaluate whether an Automated Transit Network (ATN), could effectively serve the mobility needs of Richmond residents and workers. In June 2025, staff returned to City Council to request funding and hire a consulting firm, Kimley-Horn, to conduct an ATN feasibility study. The feasibility study evaluated potential benefits, implementation strategies, and risks associated with a possible ATN system.

An ATN uses small, electric, self-driving vehicles operating on dedicated guideways separated from regular traffic. The guideways may be located above, below, or adjacent to existing streets. The system is intended to provide direct trips between stations with fewer delays from traffic congestion or intermediate stops.

Study objectives included identifying potential routes and station locations, engaging policymakers and stakeholders, incorporating equity considerations, evaluating privatesector participation opportunities, and considering future expansion opportunities outside Richmond. City staff and the consultant team evaluated existing conditions, developed an evaluation framework, conducted community engagement, and identified potential alignments and station locations. Interested private-sector parties could fund future work to define service characteristics, estimate ridership, evaluate alternatives, and continue community engagement.

The study identifies three preliminary concept alternatives:

Alternative 1 – Richmond Parkway Transit Center to Point Richmond. (Estimated cost: $1.4 billion to $1.7 billion): This concept is approximately 7.4 miles with 15 proposed ATN stations and six potential spur connections. The main corridor is Richmond Parkway. Key destinations include Richmond Parkway Transit Center, Hilltop Mall, Pinole Business Park, Kaiser Medical Center, Chevron Richmond Refinery, and Point Richmond.

Alternative 2 – Richmond Parkway Transit Center to Richmond Ferry Terminal. (Estimated cost: $1.2 billion to $1.4 billion): This concept is approximately 7.3 miles with 18 proposed ATN stations and two potential spur connections. The main corridors are San Pablo Avenue and 23rd Street. Key destinations include Richmond Parkway Transit Center, Richmond Ferry Terminal, Richmond BART, Contra Costa College, Richmond High School, Hilltop Mall, Richmond Civic Center, Kaiser Medical Center, and Marina Bay.
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June 23, 2026
Alternative 3 – Richmond BART to El Cerrito Plaza BART (Estimated cost: $0.6 billion to $0.7 billion): This concept is approximately 3.7 miles with eight proposed ATN stations and two potential spur connections. The main corridor is Carlson Boulevard. Key destinations include Richmond BART, El Cerrito Plaza BART, Richmond Field Station, Richmond Civic Center, and the Richmond Annex.

Analysis
The feasibility study evaluated each alternative based on connectivity, implementation feasibility, potential ridership, equity considerations, and integration with regional transit services. The feasibility study is intended to help the City evaluate whether an ATN could address local and regional mobility needs, particularly by improving connections between neighborhoods, transit hubs, employment areas, educational institutions, and other key destinations. The study does not recommend approval of a project, selection of a preferred alignment, or commitment of capital funding.

The preliminary alternatives present different opportunities and constraints.

Alternative 1 focuses on the Richmond Parkway corridor and would connect the Richmond Parkway Transit Center to Point Richmond and would serve areas including Hilltop, Kaiser Medical Center, the Chevron Richmond Refinery area, and Point Richmond. Benefits include improved service along Richmond Parkway and enhanced connectivity to Hilltop Mall. Challenges to implementation include crossings at Interstate 580, major intersections, waterways, and railroad tracks, as well as the lack of a direct connection to Bay Area Rapid Transit (BART) or ferry service.

Alternative 2 would connect Richmond Parkway Transit Center to the Richmond Ferry Terminal through central Richmond corridors including San Pablo Avenue and 23rd Street. This alternative would connect several regional transit services, including Richmond Parkway Transit Center, Richmond BART, and the Richmond Ferry Terminal.

It also would serve several destinations along a central corridor. Challenges include constrained rights-of-way, frontage adjacent to single-family residential areas, segments within the City of San Pablo, and potential duplication of existing transit service.

Alternative 3 would create a shorter corridor between Richmond BART and El Cerrito Plaza BART along Carlson Boulevard. Benefits include connections between two BART stations, service to destinations along the corridor, and use of a corridor adjacent to the railroad that may reduce some conflicts. Challenges include visual impacts, constrained right-of-way adjacent to single-family residential areas, major crossings involving Interstate 80, Interstate 580, and BART infrastructure, and potential duplication of existing transit service.

The study also identifies systemwide benefits and constraints requiring further evaluation. Benefits include smaller guideways, reduced operating costs associated with automated vehicles, electric operation, and direct station-to-station trips.

Drawbacks include the need for fully separated guideways, reduced operational 614

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June 23, 2026
flexibility, increased infrastructure costs, larger station and vehicle capacity requirements during peak demand, and uncertainty due to the limited deployment of modern ATN systems in the United States and the large costs, which would need private sector investments.

The alternatives remain conceptual, and the planning-level cost estimates are subject to change. Interested private-sector parties would need to complete additional work to estimate ridership, refine alignments, evaluate costs, assess environmental and community impacts, analyze procurement and partnership options, and conduct additional public engagement.

Conclusion
Accepting the report would place the feasibility study into the public record and would allow interested private-sector parties to evaluate potential next steps based on market conditions and private funding opportunities. Accepting the report would not commit the City Council to implementing an ATN system, selecting an alternative, approving funding, or directing further project development. If the report is not accepted, the feasibility study would not receive formal public acknowledgment.

City staff recommend accepting the feasibility study because it documents preliminary alternatives, planning-level cost ranges, evaluation criteria, and possible future implementation considerations without committing the City to project approval or funding. City staff also recommend directing the remaining study funds toward solar lighting along existing bus routes.

SYNERGISTIC POLICIES:

The feasibility study identifies several City transportation and land-use goals that are relevant, which include increasing local transit ridership, reducing greenhouse gas emissions and vehicle miles traveled, closing gaps between transit services and neighborhoods, supporting high-density mixed-use infill development, improving safety and attractiveness for all transportation modes, increasing walkability, improving bicycle and pedestrian connections to transit and development, and promoting renewable energy and clean technologies.

DOCUMENTS ATTACHED:

Attachment 1 – Automated Transit Network Feasibility Study Attachment 2 – Resolution
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City Council Meeting
June 16, 2026

CITY OF RICHMOND

AUTOMATED TRANSIT NETWORK (ATN)

FEASIBILITY STUDY
616

CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
Agenda
2 1 Project Team Introduction
2 Project Background
3 Proposed ATN Concept Alternatives
4 Next Steps
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CITY OF

RICHMOND

AUTOMATED

TRANSIT

NETWORK

FEASIBILITY

STUDY PROJECT

BACKGROUND
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
Study Purpose and Objectives
Study Purpose
• Evaluate whether an Automated Transit Network
(ATN) system would effectively serve the mobility
needs of Richmond residents and workers.
• Assess potential benefits, demand,
implementation strategies and risks.

Objectives
• Identify possible routes and station locations
• Engage policymakers, key stakeholders, and members of the public over the course of the Project
• Incorporate equity considerations into decision-making and planning
• Evaluate options for partnering with the private sector to finance, build, operate, and maintain an ATN system
• Evaluate options to expand to cities outside of Richmond 4 Existing Transit Services and Key Destinations
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
What is an ATN?
Small, electric, self-driving cars: Travel limited to special roads made only for ATN vehicles.

Dedicated Guideways: These roads are separate from regular traffic and can be built above, below, or adjacent to existing streets Shorter Travel Times: The ATN cars take people straight to their station destination without stopping along the way. This system allows ATN cars to travel without delays from traffic or frequent stops.

There are no currently operating examples of a modern ATN system in the United States. Similar systems are being explored in Silicon Valley, East Contra Costa County, and elsewhere around the country.
5 Example ATN Vehicles
Sources: Glydways and Oceaneering
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
Benefits
• Smaller, lighter vehicles allow for smaller guideways, reducing impact on adjacent roadways and land uses and reducing cost
• Lower operating cost since vehicles do not require a human driver • Sustainable, running on electric power with solar collection opportunities • Quality user experience with minimal dwell time and direct trip Drawbacks
• Requires grade-separation from other modes, reducing flexibility and increasing cost • Requires a large number of vehicles and larger stations to move a lot of people arriving at the same time
• Not proven in operation in the United States, resulting in uncertainty on costing and long-term financial sustainability
ATN Considerations
6 621

CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
City Transportation Goals and Priorities
Existing Conditions Analysis Summary
7 Increase local
transit ridership
and reduce
greenhouse gas
emissions and
Vehicle Miles
Traveled
Shorten gaps
between transit
services and
neighborhoods
Improve urban
fabric through
emphasis on
high-density,
mixed-use infill
development
Make
conditions for
all modes of
transportation
safer and more
attractive, and
increase the
walkability of
neighborhoods
Ensure
adequate bike
and pedestrian
connections to
new transit and
developments
Promote the
usage of
renewable
energy and
clean
technologies
Source: Richmond General Plan 2030
Highlights of City goals relevant to project
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY

KEY TASKS AND TIMELINE
8 Community
Engagement
Round 1
Dec ‘25
Community
Engagement
Round 2
Fall ‘26
Fall ‘25
Existing
Conditions
Analysis
and
Develop
Evaluation
Framework
Develop
Potential
Alignments
and Station
Locations
Evaluate
Alternatives
Final Report
and
Presentation
to City
Council
Winter/
Spring ‘26
Summer
‘26
Fall ‘26
City Council
Presentation
Spring ‘26
We are here
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
ATN Alternatives Development Approach
Alternative
Identification
 Use market assessment findings + community input
 Focus on connecting underserved areas (North Richmond, Iron Triangle, Marina Bay) to major hubs (BART/Amtrak, Richmond Parkway TC, Ferry Terminal)
 Identify 3 candidate ATN configurations
Alternative
Definition
 Define alignment, station locations, and transit connections  Develop Cross-sections showing ATN integration
 Identify Potential maintenance & storage sites
Evaluation
 Develop cost estimates
 Estimate potential ridership
 Evaluate benefits and barriers to implementation
9 624

CITY OF

RICHMOND

AUTOMATED

TRANSIT

NETWORK

FEASIBILITY
STUDY

CITY OF

RICHMOND

AUTOMATED

TRANSIT

NETWORK

FEASIBILITY
STUDY
Proposed
ATN Concept
Alternatives
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
Concept Alternatives
11 • Alternative 1- Richmond Parkway
Transit Center to Point Richmond
• Alternative 2 – Richmond Parkway
Transit Center to Richmond Ferry
Terminal
• Alternative 3 - Richmond BART to El
Cerrito Plaza BART
Concept Alternatives
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
Capital Cost Estimates
12 Planning-level conceptual capital cost estimates include:
 Guideway infrastructure (at-grade or elevated)
 Elevated crossings
 ATN stations
 Utilities
 Maintenance & storage facility
 Vehicles
 System technology
 Soft costs (design, permitting, inspections, and agency reviews) Cost estimates are high-level and approximate in nature and are not based on design. Costs likely to vary based on specific operator, technology, and public-private partnership terms. 627

CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
13 Alternative 1 - Richmond Parkway Transit Center to Point Richmond • Provides connections to regional transit services at Richmond Parkway Transit Center
•Connects underserved areas along Richmond Parkway
• Improves connectivity to/from Hilltop Mall
• Fewer visual and circulation impacts compared to other alternatives • Richmond Parkway does not have existing transit service Strengths:
•Crossing I-580 to serve Point Richmond
• Requires several grade separated crossings along Richmond Pkwy, including large intersections, waterways, and railroad tracks •Does not directly connect to BART or ferry
Challenges:

Overview:
• 7.4-mile length
• 15 proposed ATN stations
• 6 potential spur connections
• Main corridor: Richmond Pkwy
Key major destinations:
• Richmond Parkway Transit Center
• Hilltop Mall
• Pinole Business Park
• Kaiser Medical Center
• Chevron Richmond Refinery
• Point Richmond
Alternative 1
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
14 Alternative 1 - Potential ATN Cross-Sections
Section B
Section C
Section A Richmond Pkwy, south of Hilltop Dr
Richmond Parkway, north of Parr Blvd
Richmond Parkway, north of Barrett Ave
Estimated Capital Cost
$1.4 Billion - $1.7 Billion 629

CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
• Provides connections to regional transit services at Richmond Parkway Transit Center, Richmond BART, and Richmond Ferry Terminal
• Serves several key destinations along a direct, central corridor through Richmond
Strengths:
• Portions of this corridor front single-family homes with driveways and constrained ROW
• Alignment passes through City of San Pablo
•Duplicates existing transit services for some segments Challenges:
15 Overview:
• 7.3-mile length
• 18 proposed ATN stations
• 2 potential spur connections
• Main Corridors: San Pablo Ave,
23rd St
Key major destinations:
• Richmond Parkway Transit Center,
Richmond Ferry Terminal, Richmond
BART
• Educational Institutions: Contra Costa
College, Richmond High School
• Hilltop Mall
• Richmond Civic Center
• Kaiser Medical Center
• Marina Bay
Alternative 2 – Richmond Parkway Transit Center to Richmond Ferry Terminal Alternative 2
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
16 Alternative 2 – Potential ATN Cross-Sections
proposed
Section A
proposed
Section B
proposed
Section C
Estimated Capital Cost
$1.2 Billion - $1.4 Billion
San Pablo Ave, south of El Portal Dr
23rd St, south of Coalinga Ave
23rd St, north of Virginia Ave
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
•Provides connections to regional transit at Richmond
BART and El Cerrito Plaza BART
•Connects destinations that lie between the two BART
stations, including the Richmond Annex
•Most of alignment next to railroad corridor, limiting
conflicts
Advantages & Strengths:
•Visual impacts and narrow ROW with fronting singlefamily residential homes in the southern portion of the alignment
•Crossings of major barriers (I-80, I-580, BART)
Challenges:
17 Overview:
• 3.7-mile length
• 8 proposed ATN stations
• 2 potential spur connections
• Main Corridor: Carlson Blvd
Key major destinations:
• Transit hubs: Richmond BART,
El Cerrito Plaza BART
• Richmond Field Station
• Richmond Civic Center
• Richmond Annex
Alternative 3 – Richmond BART to El Cerrito BART Plaza
Alternative 3
632

CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
18 Alternative 3 - Potential ATN Cross-Sections
proposed
Section A
proposed
Section B
proposed
Section C
Estimated Capital Cost
$0.6 Billion - $0.7 Billion
Carlson Blvd, north of Cutting Blvd
Carlson Blvd, south of Bayview St
Carlson Blvd, south of Sutter Ave
633

CITY OF

RICHMOND

AUTOMATED

TRANSIT

NETWORK

FEASIBILITY
STUDY

CITY OF

RICHMOND

AUTOMATED

TRANSIT

NETWORK

FEASIBILITY
STUDY
Next Steps
19 634

CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
Evaluation Criteria
20 Project-Specific Goal Metric
Goal 1: Provide alternatives to auto use, thereby
reducing congestion, vehicle miles traveled (VMT),
and greenhouse gas emissions (GHG)
Anticipated ridership (quantitative)
Goal 2: Close existing transit gaps to connect to
regional transit services and key destinations
Numbers of existing residents within ¼ mile of proposed stations who would newly gain a direct transit trip to a major transit hub or key destination (school or commercial hub) (quantitative) Goal 3: Improve mobility for transit-dependent and
historically disadvantaged populations
Number of existing zero-car households, low-income, POC, youth, and people with disabilities within ¼ mile of proposed stations (quantitative)
Goal 4: Enhance connectivity to regional transit
services
Number of existing transit hubs along proposed alignment (quantitative) Goal 5: Support the City’s housing and economic
development goals by promoting redevelopment in
designated areas
Acreage that lies within ¼ mile of proposed stations and is currently zoned for higher density land use or in a Priority Development Area (quantitative)
Goal 6: Provide an interconnected multimodal
network
Connectivity of proposed stations to existing and planned bicycle facilities and trails (qualitative) Goal 7: Create a financially sustainable
transportation network
Capital cost and operating cost ranges (quantitative)
Goal 8: Minimize environmental impacts and
barriers to implementation
Potential community impacts and environmental risk factors (qualitative) 635

CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
Next Steps
• Define desired service characteristics and needs
• Estimate ridership potential for alignment alternatives • Evaluate alternatives
• Community engagement round 2
21 636

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RICHMOND

AUTOMATED

TRANSIT

NETWORK

FEASIBILITY
STUDY
Thank you!
Questions?
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
23 Alternative 1 Cost Estimate Assumptions
Planning-level conceptual capital cost
estimates for:
 ~3.7 miles of fully separated at-grade
guideway
 ~7.8 miles of elevated aerial guideway,
including spurs
 4 large stations
 12 small stations
 One maintenance & storage facility
 System technology infrastructure
 Soft costs (design, permitting, inspections,
and agency reviews)
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CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
24 Alternative 2 Cost Estimate Assumptions
Planning-level conceptual capital cost
estimates for:
 ~8.2 miles of elevated aerial guideway,
including spurs
 5 large stations
 13 small stations
 One maintenance & storage facility
 System technology infrastructure
 Soft costs (design, permitting, inspections,
and agency reviews)
639

CITY OF RICHMOND AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY
Alternative 3 Cost Estimate Assumptions
25 Planning-level conceptual capital cost
estimates for:
 ~1.7 miles of fully separated at-grade
guideway
 ~3.4 miles of elevated aerial guideway,
including spurs
 2 large stations
 6 small stations
 One maintenance & storage facility
 System technology infrastructure
 Soft costs (design, permitting, inspections,
and agency reviews)
640
Reso. No. _____

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RESOLUTION NO. XX-26

A RESOLUTION TO ACCEPT THE AUTOMATED TRANSIT NETWORK

FEASIBILITY STUDY, INCLUDING PRELIMINARY CONCEPT ALTERNATIVES

AND PLANNING-LEVEL CAPITAL COST RANGES, AND TO DIRECT REMAINING

FEASIBILITY STUDY FUNDS TO INSTALL SOLAR LIGHTING ALONG BUS ROUTES
WHEREAS, in December 2023, the City Council directed staff to evaluate whether an Automated Transit Network could effectively serve the mobility needs of Richmond; and WHEREAS, in June 2025, staff returned to the City Council to request funding and hire a consulting firm, Kimley-Horn, to conduct an Automated Transit Network feasibility study; and WHEREAS, the Automated Transit Network Feasibility Study evaluated potential benefits, implementation strategies, risks, potential routes, station locations, equity considerations, and private-sector participation opportunities; and WHEREAS, an Automated Transit Network uses small, electric, self-driving vehicles operating on dedicated guideways separated from regular traffic and is intended to provide direct trips between stations with fewer delays from traffic congestion or intermediate stops; and WHEREAS, the feasibility study identified three preliminary concept alternatives:

Alternative 1, Richmond Parkway Transit Center to Point Richmond; Alternative 2, Richmond Parkway Transit Center to Richmond Ferry Terminal; Alternative 3, Richmond BART to El Cerrito Plaza BART; and WHEREAS, Alternative 1 is approximately 7.4 miles with 15 proposed Automated Transit Network stations and six potential spur connections, with a planning-level capital cost range of approximately $1.4 billion to $1.7 billion; and WHEREAS, Alternative 2 is approximately 7.3 miles with 18 proposed Automated Transit Network stations and two potential spur connections, with a planning-level capital cost range of approximately $1.2 billion to $1.4 billion; and WHEREAS, Alternative 3 is approximately 3.7 miles with eight proposed Automated Transit Network stations and two potential spur connections, with a planning-level capital cost range of approximately $0.6 billion to $0.7 billion; and WHEREAS, the feasibility study is intended to assist the City in evaluating whether an Automated Transit Network could address local and regional mobility needs and does not recommend approval of a project, selection of a preferred alignment, commitment of capital funding, procurement, contract award, or construction activity; and WHEREAS, the Automated Transit Network Feasibility Study is funded by Environmental and Community Investment Agreement (ECIA) funding and is included in the approved fiscal year 2025/26 budget for the Public Works Department, project number 23074, with an approved study budget of $195,960; and
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Reso. No. _____

Page 2 of 3 ends

WHEREAS, the remaining funds budgeted for the feasibility study total approximately $100,000 after expenditure of approximately $95,960 and are requested to be directed to install solar lighting along bus routes, which is consistent with ECIA funding to reduce greenhouse gas emissions by making transit safer and therefore more attractive for increased ridership.

NOW, THEREFORE, BE IT RESOLVED that the City Council finds as follows:

1. The City Council hereby accepts the Automated Transit Network Feasibility Study, including the preliminary concept alternatives and planning-level capital cost ranges.

2. Acceptance of the Automated Transit Network Feasibility Study does not approve an Automated Transit Network project, select a preferred alignment, authorize construction, authorize procurement, award any contract, appropriate new funds, or commit the City to future capital funding or project implementation.

3. The City Council hereby directs the remaining feasibility study funds, totaling approximately $100,000, to be used to install solar lighting along bus routes, consistent with the approved budget and applicable City requirements.

4. The City Manager or their designee is authorized to take administrative actions necessary to carry out the intent of this Resolution, consistent with adopted budget authority and applicable City procurement and contracting requirements.

5. This Resolution shall take effect immediately upon its passage.

BE IT FURTHER RESOLVED that the City Council designates the City Clerk as the custodian of the documents and other materials which constitute the record of proceedings upon which the decision herein is based. These documents may be found at the Office of the City Clerk at the Richmond City Hall, 450 Civic Center Plaza, Richmond, California 94804. **************************
642
Reso. No. _____

Page 3 of 3 ends

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 June 23, 2026, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
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 June 16, 2026. _______________________________________
Pamela Christian, Clerk of the City of Richmond
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June 23, 2026
Public Works
DATE: June 23, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Daniel Chavarria, PE, Director of Public Works / City Engineer
Wendy Wellbrock, PE, Senior Civil Engineer
Jose Valenzuela, Junior Civil Engineer
Subject: Contract with Oakley & Oakley for the Corporation Yard Americans with Disabilities Act Restroom Remodel
Project
FINANCIAL IMPACT: The proposed $21,500 agreement amount is included within the proposed Fiscal Year 2026-2027 Capital
Improvement Program budget and will be funded through
the General Capital Fund (Account String:
20136031-400733). The total revised design cost is
$38,250, of which $18,764.50 has already been
expended under a prior agreement.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

The Public Works Department requires completion of
Architectural and Engineering design services for the
Corporation Yard ADA Restroom Remodel Project (CIP
#23034). The prior design contract expired before
completion of final construction documents, with the
design approximately 90 percent complete. Additional
services are required to finalize the design, update plans to current code requirements, and advance the project to construction to achieve compliance with applicable ADA
and building standards.

AGENDA
REPORT
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June 23, 2026
RECOMMENDED ACTION: APPROVE a sole-source contract with Oakley & Oakley for architectural and engineering services for the
Corporation Yard Americans with Disabilities Act
Restroom Remodel Project, in an amount not to exceed
$21,500, for a term beginning June 24, 2026, and ending June 24, 2028 - Public Works Department (Jose
Valenzuela 510-620-6955/Daniel Chavarria 510-620-
5478).

DISCUSSION:

The City requires architectural and engineering services to complete the final design of the Corporation Yard Americans with Disabilities Act Restroom Remodel Capital Improvement Project, CIP No. 23034, located at 6 13th Street in Richmond. The Project will upgrade existing restroom facilities to meet current Americans with Disabilities Act requirements, California Building Code standards, and City standards.

Oakley & Oakley previously provided architectural and engineering design services for the Project under an agreement that expired on June 30, 2023. At the time the agreement expired, approximately 90 percent of the construction documents had been completed. Due to prior staffing vacancies and limited staff resources, the Project was delayed and the remaining design work was not completed before expiration of the original agreement.

City staff now seeks to complete the remaining design work so the Project can advance to bidding and construction. The remaining work includes final construction documents, plan check coordination, responses to plan check comments, bid support, and construction administration services. The proposed contract amount of $21,500 includes the remaining design effort, updates needed to comply with the 2025 California Building Code, and a contingency for additional services that may be required to complete the design and support the Project through construction.

Pursuant to Richmond Municipal Code Section 2.52.326, City staff recommend a sole source contract with Oakley & Oakley. Oakley & Oakley is uniquely positioned to complete the remaining services because the firm prepared the existing design documents, has project-specific knowledge of the site conditions and design requirements, and is familiar with the prior coordination completed for the Project.

Retaining a new consultant at this stage would require the new firm to review, verify, and potentially revise the existing plans and specifications, resulting in duplicated effort, additional cost, and further schedule delay.

The total revised design fee for the Project is $38,250. Of that amount, $18,764.50 was previously expended under the prior agreement. The proposed sole source contract would authorize the remaining amount needed to complete the design and provide related support services, in an amount not to exceed $21,500. 645

Page 3 of 3 ends

June 23, 2026
City staff recommends that the City Council approve a sole source contract with Oakley & Oakley to maintain design continuity, avoid duplication of effort, minimize further delay, and efficiently complete the Corporation Yard Americans with Disabilities Act Restroom Remodel Project.

DOCUMENTS ATTACHED:

Attachment 1 – Project Location
Attachment 2 – Expired Contract
Attachment 3 – Sole Source Justification
Attachment 4 – Proposed Contract
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CITY OF RICHMOND

STANDARD CONTRACT
Department: City Project Manager:

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

Vendor No: Contract No:

Description of Services:

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

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

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

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

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

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

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

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

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

Public Works Jose Valenzuela [email protected] (510) 620-6955 13279 Provide continuation on Architectural and Engineering (A/E) Services to add ADA access to 2 bathrooms at the City of Richmond Corp Yard located at No. 6, 13th street Richmond CA. Oakley & Oakley 214 G Street Antioch, CA, 94509 Gary Oakley (925) 206-4121 [email protected] 40057225 June 24, 2026 June 24, 2028 21,500.00 679

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

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

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

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

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

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

CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)
By: _________________________ By: ___________________________ Title: ________________________ Title: __________________________ Date Signed: _________________ Date Signed: ___________________ I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)
By: _________________________ By: ___________________________ City Clerk Title: __________________________
Date Signed: ____________________
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: _________________________ 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)
LIST OF ATTACHMENTS:

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

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

Oakley & Oakley
Proposal attached next page...

Total Revised Proposal Amount $38,250.00
Total paid under previous contract $18,764.50
Remaining Proposal Amount: $19,485.50
Contingency: $2,014.50
Contract Total: $21,500.00
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OAKLEY & OAKLEY
Civil and Structural Engineers
214 G Street
Antioch, CA 94509
Office (925) 206-4121
July 10, 2025
January 23, 2026-Revised
February 3, 2026-Revised
Jose Valenzuela
Junior Engineer
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
RE: Updated Fee Proposal to provide Architectural and Engineering (A/E) Services to add ADA access to 2 bathrooms at the City of Richmond Corp Yard located at No. 6, 13th street Richmond CA. [O&O Job No. 2021-69]
Dear Mr. Valenzuela:

We appreciate the opportunity to submit this updated Architectural and Engineering Fee Proposal for the subject project. We have reviewed the Scope of Work outlined via our previous proposal to Joe Leach, P.E. dated November 1, 2021, and revised January 25, 2022, and discussions with you.

Our fee for the proposal has been established accordingly.

We understand that the proposed project will be to renovate (2) existing bathrooms at the facility known as City of Richmond Corp Yard. Services shall include providing demolition plans, floor plans, structural plans, utility plans (water, electrical, and sewer) and specifications.

Our scope and project approach shall be as specified in our original proposal.

Our updated fee to provide for the Architectural and Engineering design, drafting and specifications is a lump sum amount of $38,250.00. This represents a 32% increase over our original fee of $26,000.00. The increase in fee is due to the change in hourly rates since our proposal was first submitted, and the work associated with revising the drawings to the current 2025 California Building Code (CBC). A breakdown of these costs and the amounts billed/paid to date are as follows:

Phase Original Fee Fee
Increase
Total
Revised Fee
Total
Billed/Paid to
Date
% Billed/Paid
to Date
I. Construction Documents $20,850.00 $7,800.00 $28,650.00 $18,764.50 90.00% II. Bid Coordination $200.00 $2,200.00 $2,400.00 $0.00 0.00% III. Construction Services $4,950.00 $2,250.00 $7,200.00 $0.00 0.00% TOTALS $26,000.00 $12,250.00 $38,250.00 $18,764.50 72.17% For a comprehensive breakdown of hours for each phase of the project, see attachment A of this proposal. See attachment B for a list of Phase I-Construction Documents deliverables based upon the percentage complete.

Once we receive a notice to proceed, we anticipate the design and construction schedule as follows: 682
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July 10, 2025
Revise Drawings to the 2025 CBC 1 month
Submit for Plan Check: 1 week
Review of Plans for Plan Check 1 month
Respond to plan check comments 2 weeks
Bidding 1 month
Construction 3 months
We appreciate the opportunity to submit our proposal.

If you should have any questions or comments regarding this matter, please contact our office.

Sincerely,
2/3/2026
X
Gary Oakley, P.E.

Signed by: Gary-Work
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July 10, 2025
January 23, 2026-Revised

ATTACHMENT A - FEE BREAKDOWN BY HOURS PER PHASE
Arch Electrical Mechanical Estimating Total
Phase I - Construction Documents Hrs. Cost Hrs. Cost Hrs. Cost Hrs. Cost Original Hours Arch/Eng 3 $750.00 16.5 $4,125.00 20 $5,000.00 16 $4,000.00 CAD 40 $7,000.00
Billed to date Hours/Costs Arch/Eng 2.7 $675.00 14.85 $3,712.50 18 $4,500.00 14.31 $3,577.00 CAD 36 $6,300.00
Remaining Hours/Costs Arch/Eng 0.3 $90.00 1.65 $495.00 2 $600.00 1.6 $480.00 CAD 4 $700.00
Additional Hours/Costs Arch/Eng 2 $600.00 2 $600.00 2 $600.00 2 $600.00 CAD 22.76 $5,120.50
Total Updated Hours/Costs Arch/Eng 5 $1,365.00 18.5 $4,807.50 22 $5,700.00 18 $4,657.00 $28,650.00 CAD 62.76 $12,120.50
Arch Electrical Mechanical Estimating Total
Phase II - Bid Coordination Hrs. Cost Hrs. Cost Hrs. Cost Hrs. Cost Original Hours Arch/Eng 1 $200.00
Billed to date Hours/Costs Arch/Eng 0
Remaining Hours/Costs Arch/Eng 1 $247.00
Additional Hours/Costs Arch/Eng 7.18 $2,153.00 0 $0.00
Total Updated Hours/Costs Arch/Eng $2,153.00 $247.00 $2,400.00 Arch Electrical Mechanical Estimating
Phase III - Construction Admin Hrs. Cost Hrs. Cost Hrs. Cost Hrs. Cost Total Original Hours Arch/Eng 19.80 $4,950.00
Billed to date Hours/Costs Arch/Eng 0.00 $0.00
Remaining Hours/Costs Arch/Eng 19.80 $5,940.00
Additional Hours/Costs Arch/Eng 4.20 $1,260.00
Sub-Total Updated Hours/Costs Arch/Eng 24.00 $7,200.00 $7,200.00 Total Updated Fee $38,250.00
Old Hourly Rates for Professional Engineering Services: New Hourly Rates for Professional Engineering Services:

Principal $250.00 per hour Principal $300.00 per hour
Architect/Civil/Structural Engineer $250.00 per hour Architect/Civil/Structural Engineer $300.00 per hour Electrical/Mechanical Electrical/Mechanical
CAD Operator $175.00 per hour CAD Operator $225.00 per hour Administrative Assistant $100.00 per hour Administrative Assistant $125.00 per hour Reproduction Reproduction
Xerox $0.55 Per Sheet Xerox $0.55 Per Sheet
Xerox or Blueprints (Large Size) $15 Per sheet Xerox or Blueprints (Large Size) $15 Per sheet Travel Expense $0.55 Per Mile Travel Expense $0.55 Per Mile Per Diem E $1,000 Per Day Per Diem E $1,000 Per Day
Oakley & Oakley bills on a monthly basis at the beginning of each month. 684
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ATTACHMENT B - LIST OF PHASE MILESTONES AND DELIVERABLES Phase I - Construction Documents - List of Millstones and DeliverablesTask Task Description Milestone Description Description of Deliverable ID
123 90% Completion of the
Construction Drawing and Specifications
100% Documents submitted to the City after addressing the City's 90% Document Review/Comments. 100% Documents submitted to the Bldg. Department for a Building Permit after addressing the Building Departments 90% Document Review/Comments.

Construction drawings and specifications.
50% Completion of the Construction Drawings and Specifications 50% Documents submitted to the City for review and approval.

Construction drawings and specifications.
90% Completion of the Construction Drawing and Specifications 90% Documents submitted to the City for review and approval.90% Documents submitted to the Bldg. Department for a Building Permit Construction drawings and specifications.
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EXHIBIT B

PAYMENT PROVISIONS

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

2. SUBMISSION OF INVOICES:

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

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

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

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

Jose Valenzuela Jose Valenzuela Oakley & Oakley
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EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

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

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

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

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

Attn:

Email: ________________________________________________ Jose Valenzuela [email protected] Oakley & Oakley Oakley & Oakley 214 G Street Antioch, CA, 94509 [email protected] Gary Oakley 687
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EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

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

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

2. TIME IS OF THE ESSENCE:

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

3. STANDARD OF CARE:

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

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

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

5. NON-DISCRIMINATION:

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

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

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

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

8. PERMITS AND LICENSES:

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

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

9. TERMINATION:
a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.
b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

10. CONFLICT OF INTEREST:

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

11. HOLD HARMLESS:
a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract. b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).

12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.

The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for Oakley & Oakley
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money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent. c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or jointventure or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add subcontractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.
f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.

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

Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable Oakley & Oakley
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federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.

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

14. INSURANCE:

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

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

2.52, 2.56, and 2.60, if applicable.
b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.

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c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor. d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.

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

16. INTEGRATED CONTRACT:

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

17. CONFLICTING PROVISIONS:

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

18. FORCE MAJEURE:

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

19. CONFLICT OF LAW:

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

20. CLAIMS:

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

21. INTERPRETATION:

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

22. WARRANTY:

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

23. SEVERABILITY:

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

24. AUTHORITY:

City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, Oakley & Oakley
695
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.

25. WAIVER:

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

26. COUNTERPARTS:

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

27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):

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

Oakley & Oakley
696
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT E

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

Oakley & Oakley
NONE
697
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT F

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

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

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

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

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

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

Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
Oakley & Oakley
698
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.

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

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

INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
Oakley & Oakley
699
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

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

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

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

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

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

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

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

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

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

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

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

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

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

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

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

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
700
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

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

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

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

Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.

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

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

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

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

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

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

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

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

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

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies. 701
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

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

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

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.

The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

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

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

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

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

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

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

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
702
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT G

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

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

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

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

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

Printed Name: Title:

Signed: Date:

Business Entity:

Oakley & Oakley
703

Page 1 of 2 ends

June 23, 2026
Public Works
DATE: June 23, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Daniel Chavarria, PE, Director of Public Works
Wendy Wellbrock, PE, Senior Civil Engineer
Subject: Accept the Yellow Brick Road Phase II Supplemental Street Lighting Project as Complete
FINANCIAL IMPACT: The Yellow Brick Road Phase II Supplemental Street Lighting Project has been completed with a final
construction cost of $1,175,600; there is no further fiscal impact associated with this item.

PREVIOUS COUNCIL
ACTION:

May 21, 2024
December 16, 2025

STATEMENT OF THE
ISSUE:

The Yellow Brick Road Phase II Supplemental Street
Lighting Project (23032) has been completed in
accordance with the approved plans and specifications
and is ready for formal acceptance by the City Council
and recordation of a Notice of Completion.

RECOMMENDED ACTION: ADOPT a resolution to ACCEPT the Yellow Brick Road Phase II Supplemental Street Lighting Project (23032) as complete; AUTHORIZE the city clerk to file a Notice of
Completion for the Project with the Contra Costa County Recorder’s Office; and AUTHORIZE the city engineer to
execute and release applicable bonds and retention –
Public Works Department (Wendy Wellbrock 510-307-
8108/Daniel Chavarria 510-620-5478).

AGENDA
REPORT
704

Page 2 of 2 ends

June 23, 2026
DISCUSSION:

The Yellow Brick Road Project is a multi-phase, community-led effort to designate and implement safe walking and bicycling routes for Iron Triangle neighborhood residents.

The project is intended to increase walking and bicycling as modes of transportation to schools, parks, downtown Richmond destinations, the Richmond Multimodal Station, the Richmond Greenway, and the San Francisco Bay Trail.

The Yellow Brick Road Project Phase I included pedestrian safety improvements, bicycle improvements, traffic safety improvements, landscaping enhancements, increased tree canopy, and plant and tree establishment and maintenance. Phase 1 was completed in June 2024.

The Yellow Brick Road Phase II – Supplemental Street Lighting Project (Project) included the installation of approximately 92 new pedestrian-scale streetlights along the 8th Street corridor between Ohio Avenue and Pennsylvania Avenue to improve safety and visibility for people walking and bicycling.

On May 21, 2024, the City Council authorized the award of a construction contract to Nema Construction, Inc. for the Project in an amount not to exceed $1,141,700, which included a ten percent contingency of $104,000. During construction, the contingency was fully utilized to address unforeseen field conditions, including repairs to damaged concrete sidewalk and curb infrastructure, maintenance of existing streetlights, and installation of supplemental lighting at Elm Playlot. On December 16, 2025, the City Council approved Contract Amendment No. 1 in the amount of $33,900, increasing the total contract amount to $1,175,600.

Construction of the Project has been completed in accordance with the approved plans and specifications.

The budget and project costs are as follows:

A. Construction Contract Amount .................................. $1,141,700 B. Contract Amendment No. 1 ...................................... $33,900 Total Construction Cost ............................................... $1,175,600 City staff recommend that the City Council adopt a resolution accepting the Yellow Brick Road Phase II – Supplemental Street Lighting Project as complete in accordance with the approved plans and specifications; authorize the City Clerk to file a Notice of Completion with the Contra Costa County Recorder's Office; and authorize City staff to release applicable bonds and retention payments.

DOCUMENTS ATTACHED:

Attachment 1 – Resolution
705
Reso. No. xx-26

Page 1 of 2 ends

RESOLUTION NO. xx-26

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA, TO ACCEPT THE YELLOW BRICK ROAD PHASE #2
SUPPLEMENTAL STREET LIGHTING PROJECT (CIP#23032) AS COMPLETE;

AUTHORIZE THE CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE CONTRA COSTA COUNTY RECORDER’S OFFICE; AND AUTHORIZE THE

RELEASE OF ANY APPLICABLE BONDS AND RETENTION PAYMENTS
WHEREAS, the Yellow Brick Road Project is a multi-phase, community led effort to designate and implement safe walking and bicycling routes for Iron Triangle Neighborhood residents to increase walking and bicycling modes of transportation to and from places of interest including schools, parks, downtown Richmond (including health care facilities, shopping destinations, Post Office, etc.), the Richmond multimodal station, the Richmond Greenway, and the Bay Trail; and
WHEREAS, the Yellow Brick Road Project Phase 1 included pedestrian safety improvements, bicycle improvements, traffic safety improvements, enhancing landscaping, increasing the tree canopy, plant and tree establishment and maintenance, and was completed in June 2024; and
WHEREAS, the Yellow Brick Road Phase #2 Supplemental Street Lighting Project (CIP#23032) (Project) included the installation of approximately 92 new pedestrian-scale streetlights to improve safety and visibility for people walking and bicycling along 8th Street corridor between Ohio Avenue and Pennsylvania Avenue; and WHEREAS, on May 21, 2024, the City Council approved a construction contract with Nema Construction, Inc. in an amount not to exceed $1,141,700, which included a ten percent (10%) contingency. This contingency was fully utilized during construction to address unforeseen field conditions; and
WHEREAS, on December 16, 2025, the City Council approved a contract amendment in the amount of $33,900 to cover remaining required repairs along the Yellow Brick Road, resulting in a final amended not-to-exceed contract amount of $1,175,600; and WHEREAS, Nema Construction has completed the Project in accordance with the approved plans and specifications; and
WHEREAS, by the agenda report (“Agenda Report”) accompanying this resolution the City Council has been provided with additional information supporting this action.

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

SECTION 1. The City Council hereby finds the above recitals are true and correct and have served, together with the Agenda Report, as the basis for this action.

SECTION 2. The City Council hereby accepts construction of the Yellow Brick Road Phase #2 Supplemental Street Lighting Project as complete, authorizes the City Clerk to record the Notice of Completion with the Contra Costa County Recorder, and authorizes the City Engineer to release any applicable bonds and retention payments.

SECTION 3. The City Clerk is designated as the custodian of the documents comprising the record of proceedings relating to this action, which shall be maintained at Richmond City Hall, 450 Civic Center Plaza, Richmond, California 94804.

SECTION 4. This Resolution shall become effective immediately upon its passage and adoption.
706
Reso. No. xx-26

Page 2 of 2 ends

*************************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held June XX, 2026, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

City Attorney
707
YELLOW BRICK ROAD PHASE 2

SUPPLEMENTAL STREET LIGHTING PROJECT PROJECT LOCATION PROJECT SITE 8TH ST
708

Page 1 of 3 ends

June 23, 2026
Public Works
DATE: June 23, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Daniel Chavarria, Public Works Director
Josef Munoz, Assistant Deputy Director of Public Works
Gabino Arredondo, Project Manager
Sofia Montenegro, Administrative Analyst
Subject: Amendment for Ride Hailing Transportation Services with Lyft and Uber for Ambulatory Paratransit Clients
FINANCIAL IMPACT: The proposed increase of $320,000 to the existing ride-hailing service agreements, for a new total
not-to-exceed amount of $920,000 with no annual
funding limit, is funded by Measure J revenue allocated by the Contra Costa Transportation Authority (CCTA) to
support Richmond Paratransit services for eligible clients in Richmond, North Richmond, Kensington, and El
Sobrante. Funding is available in the approved Fiscal
Year 2025–2026 Public Works budget (Account String:
10385051-400201). There is no impact on the General
Fund.

PREVIOUS COUNCIL
ACTION:

July 2, 2024

STATEMENT OF THE
ISSUE:

The ride hailing services (Lyft & Uber) supports
transporting ambulatory paratransit clients to their trip destinations while allowing Richmond Paratransit to
serve non-ambulatory (wheelchair/ADA) clients has
proven to be very popular that projected annual funding limits have been met. City staff are seeking to amend the recommended action to increase the annual funding
limits to continue services without interruptions.

AGENDA
REPORT
709

Page 2 of 3 ends

June 23, 2026
RECOMMENDED ACTION: APPROVE an amendment to the recommended action approved on July 2, 2024, for the three-year service
agreements with Lyft, Inc., and UBER Inc. (1) eliminating annual funding limits of $200,000 for total not to exceed amounts of $600,000 for each vendor and increasing the
total not to exceed amount by $320,000 for a new total
not to exceed amount of $920,000 with no annual funding limit; and (2) amending the two one-year extension
options for each agreement from $200,000 to $360,000
for each option year per vendor - Public Works
Department (Gabino Arredondo 510-620-6606).

DISCUSSION:

Background
Since 1976, the mission of R-Transit has been to provide safe and reliable transportation services for seniors (55 years and older) and individuals with disabilities.

The program improves access to community services and activities, reduces social isolation, and supports independent living.

Since 2019, the City has contracted with Lyft, Inc. to provide on-demand, non-ADA transportation services for Richmond Paratransit (R-Transit) clients through a prescheduled and dial-a-ride program. The service operates 24 hours per day, seven days per week, providing clients with additional mobility options while reducing travel times.

The agreement has enhanced service delivery by providing R-Transit clients with a convenient method for scheduling rides through the Lyft platform. Clients are able to schedule trips with minimal wait times and are not charged cancellation fees for eligible rides. In addition, the service is available outside of traditional R-Transit operating hours, which are Monday through Friday, excluding holidays, from 8:30 a.m. to 5:00 p.m.

In April 2024, City staff released a Request for Proposals (RFP) seeking qualified transportation providers to deliver 24/7 ride-hailing services for West Contra Costa County residents who qualify for Richmond Paratransit services. On May 3, 2024, the City received two proposals from qualified firms: Lyft, Inc. and Uber Technologies, Inc.

On July 2, 2024, the City Council approved service agreements with both Lyft, Inc. and Uber Technologies, Inc. in an amount not to exceed $200,000 annually for each vendor for a term commencing July 1, 2024, and ending June 30, 2027, with an option for two additional one-year extensions at $200,000 for each option year per vendor.

Current Operations and Proposed Amendments
Funded through Measure J, the R-Transit ride-hailing program provides curb-to-curb transportation services that clients schedule directly through the Lyft or Uber mobile 710

Page 3 of 3 ends

June 23, 2026
applications. Eligible participants in the co-pay program pay $3 per trip. Participants enrolled in the low-income program receive rides at no cost for trips up to $20, with clients responsible for any amount exceeding $20.

The Lyft component of the R-Transit program (the Uber component has not yet commenced operations) currently provides transportation services for ambulatory paratransit clients, allowing City-operated paratransit vehicles and drivers to focus on serving non-ambulatory and ADA-accessible transportation needs. The program has experienced strong demand and utilization, resulting in projected expenditures reaching the currently authorized annual funding limits. City staff projects that approximately 30,500 trips will be completed through the Lyft program during Fiscal Year 2025-26.

Implementation of the Uber agreement has been delayed pending resolution of business license classification requirements. Once operational, the availability of an additional transportation provider is expected to increase program utilization and improve service availability for eligible clients.

The July 2, 2024, staff report indicated that staff would monitor utilization and funding levels for both service agreements and return to the City Council with recommendations as necessary. Due to sustained demand for the program, staff recommend amending the recommended action approving the service agreements to remove annual funding limits and increase the total contract authority, thereby ensuring continuity of service and avoiding interruptions for eligible R-Transit clients.

DOCUMENTS ATTACHED:

Attachment 1 – Staff Report, July 2, 2024
Attachment 2 – Service Agreements
711

Page 1 of 3 ends

July 2, 2024
Library and Community Services
DATE: July 2, 2024
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Deputy City Manager of Community
Services
Lori Reese, Project Manager
Subject: Agreements with Lyft Inc. and UBER Inc. to Provide Transportation Services to Ambulatory Richmond
Paratransit Riders
FINANCIAL IMPACT: The revenue for the service agreements will come from Measure J, a revenue allocated by the Contra Costa
Transportation Authority (CCTA), that is received
annually to support Richmond paratransit service and
clients residing in North Richmond, Kensington and El
Sobrante (Account string: 10385051-400201).

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

The proposed Service Agreements with Lyft Inc. and
UBER Inc. will support transporting ambulatory
Paratransit clients to their trip destinations while allowing Richmond Paratransit drivers to serve non-ambulatory
(wheelchair / ADA) clients.

RECOMMENDED ACTION: APPROVE the service agreements with Lyft, Inc., and UBER Inc. to provide transportation services for
ambulatory (non- wheelchair) Paratransit clients in an
amount not to exceed $200,000 annually for each
vendor, for a three-year term beginning July 1, 2024, and ending June 30, 2027, with an option for two additional one-year extensions at $200,000 for each option year per vendor – Community Services Department (LaShonda
White 510-620-6828 / Lori Reese 510-620-6512).

AGENDA
REPORT
712

Page 2 of 3 ends

July 2, 2024
DISCUSSION:

Since 1976, the mission of the R-Transit service is to provide a safe and reliable transportation service for seniors (55 and older), and disabled individuals to improve their access to community services and activities, to decrease social isolation, and to enhance their abilities to live independently.

Since 2019, the City has contracted with Lyft Inc. to provide on-demand, non-ADA transportation services for Richmond paratransit (aka “R-Transit”) clients through a prescheduled and dial-a-ride service that operates 24/7 to better assist clients with mobility and travel options while reducing travel times and costs. The existing contract with LYFT Inc. expires on June 30, 2024
The service agreement has long supported R-Transit clients and City staff with scheduling rides more conveniently. Using the Lyft app has assisted our clients with scheduling rides and not having the burden of being charged for cancelling rides.

Within minutes a ride is dispatched to pick-up clients, allowing them to travel to and from their destinations in minutes.

In April 2024, City staff released a Request for Proposal (RFP) to seek proposals from qualified transportation firms to provide ride-share services 24/7 for West County residents that qualify for the Richmond paratransit service. On May 3, 2024, the City received two (2) proposals from qualified entities – Lyft, Inc. and UBER Inc.

On June 3, 2024, a panel consisting of City staff and Richmond Commission on Aging members interviewed Lyft Inc. and UBER Inc. for providing ongoing rideshare service over the next five years. Both vendors submitted responsive proposals and shared their experience in providing rideshare services for Richmond residents. Therefore, the panel recommended both firms to allow clients choices. City staff believe both services would be effective for ensuring clients have supportive travel options and would be a cost saving. The service agreements will continue to be available 24/7, and those clients who have used the existing LYFT service would continue to benefit but also have the option of using UBER if they prefer.

The attached Service Agreements are for a three-year term, with the option of annual extensions for up to a total of five years (June 2029). The benefits of the Service Agreements allow staff to assess if the service is effective for our clients, and the benefits of reducing single occupancy vehicular emissions.

The Service Agreement terms provide the following benefits:

1. Commuter benefit to use pre-tax dollars toward monthly commuting expenses.

2. Free rides for client assistants (those who travel with the client)

3. Shorter Estimated Arrival time (ETA)

4. Cost savings for the client and the city

5. 24 / 7 service days (includes holidays)
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July 2, 2024
ADA clients will also receive cost-saving benefits and will also have the option of prescheduling trips to certain destinations in Martinez, CA (VA Hospital, County Government building and the County Hospital). Both services will also provide travel training to ensure clients are well equipped and understand how to use the system.

City staff will monitor the contract limits for both vendors and will return to City Council to adjust each vendor’s contract amount based on rider interest, if needed. In addition, City staff will review and monitor ridership data and feedback to ensure participant satisfaction with both programs.

DOCUMENTS ATTACHED:

Attachment 1 – Service Agreement with Lyft Inc.

Attachment 2 – Service Agreement with Uber Inc.

Attachment 3 – Request for Proposals for Paratransit Rideshare Services Attachment 4 – Lyft Rideshare Proposal
Attachment 5 – Uber Rideshare Proposal
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GENERAL SERVICES AGREEMENT
This General Services Agreement sets forth the terms of Customer’s use of the LB Services (as defined in Section 1 below) and is entered into as of the date on which this Agreement is fully executed as indicated in the signature blocks below (“Effective Date”) between Lyft, Inc, a Delaware corporation located at 185 Berry St., Suite 400, San Francisco, CA 94107, (“Lyft”) and City of Richmond, located at 450 Civic Center Plaza, Richmond, CA 94804, (“Customer”). Lyft and Customer are herein individually referred to as a “Party” and collectively as the “Parties.” The “Agreement” consists of this General Services Agreement and any attachments, exhibits, or appendices hereto.

WHEREAS, Lyft operates a multimodal, transportation-as-a-service platform (“Lyft Platform”) on which the Lyft mobile application runs (“Lyft App”). An Administrator and/or a Rider may request Rides through the Lyft Platform or the Lyft App. Drivers may accept Ride requests and provide Riders with transportation services. Lyft does not provide Rides; rather, Lyft enables the matching of Drivers and Riders through the Lyft Platform. Customer wishes to use the LB Services to administer, track, and manage transportation-related services of its Riders as outlined below.

NOW, THEREFORE, in consideration of the terms contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions.
“Administrator(s)” means any agent authorized by Customer to serve as a Customer Account administrator.
“Affiliate” is any entity or person that controls, is controlled by, or is under common control with a Party, such as a subsidiary or parent company.
“Charges” means all Ride-related Fares and Rideshare Service Fees and Other Charges (as all are described in Section 4 of the Lyft Terms of Service) and any Business Services Fee (as may be set forth in an Order Form).
“Customer Account” means a central Lyft account and its related sub-accounts established for Customer in connection with its use of one or more of the LB Services. “Driver(s)” means independent third-party person(s) authorized to provide driving services on the Lyft Platform. Drivers are users of the Lyft Platform and are not employees, subcontractors, representatives, or agents of Lyft; rather, Drivers provide driving services at their own direction and control. “Law” means any statute, law, ordinance, regulation, rule, judgment or order of a government, court, or tribunal of competent jurisdiction, including, without limitation, any data protection laws, privacy laws, Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 715
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any laws that require Customer to obtain consent from a Rider or provide notice to a Rider in connection with the LB Services, the U.S. Foreign Corrupt Practices Act, rules established by the Federal Communications Commission, any federal or state anti-spam statute or regulation, including the CAN SPAM Act of 2003 (“CAN-SPAM Act”), or any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including the Telephone Consumer Protection Act of 1991 (“TCPA”).
“LB Product Descriptions” means descriptions of the LB Services and terms, as may be updated by Lyft from time to time, with respect to use of the LB Services, which can be found at https://go.lyftbusiness.com/product-descriptions and are hereby incorporated into this Agreement by reference.
“LB Services” includes, without limitation, Business Profiles, Concierge, Lyft Pass, and the LB Portal (as defined in the LB Product Descriptions).
“Lyft Privacy Policy” means Lyft’s policy, as may be updated by Lyft from time to time, with respect to how Lyft collects, uses, and shares personal information and how users of the Lyft Platform, including Riders and Drivers, may exercise choices and rights in their information, which can be found at https://www.lyft.com/privacy and is hereby incorporated into this Agreement by reference. “Lyft Terms of Service” means Lyft’s terms of service, with respect to use of the Lyft Platform by Riders and Drivers, which can be found at https://www.lyft.com/terms, as may be updated by Lyft from time to time.
“Order Form” means an order form attached to this Agreement as Exhibit A that identifies, among other terms, the LB Services that Customer desires to access. “Ride(s)” means the driving services that are provided by Drivers. Each Ride begins when the Rider enters a Driver’s vehicle and ends when the Rider exits the vehicle. “Rider(s)” means person(s) who submits a Ride request, or for whom a Ride request is submitted, through the Lyft App or using the Lyft Platform.

2. LB Services.
a. Provision of LB Services. Lyft will make the LB Services available to Customer in accordance with this Agreement. Subject to the terms and conditions of this Agreement, Lyft grants Customer a non-exclusive, non-transferrable, revocable, limited license to use the Lyft Platform and the LB Services during the Term and in strict compliance with this Agreement and applicable Law. Lyft reserves all rights not expressly granted to Customer under this Agreement. Riders may use the Lyft Platform to request and/or take Rides as set forth in the Lyft Terms of Service. Customer acknowledges and agrees that all Riders must be at least the age of majority in their jurisdiction of residence to receive or use any of the LB Services pursuant to this Agreement, unless such Rider is accompanied by a person who is at least the age of majority in their jurisdiction of residence. Customer further acknowledges and agrees that if Customer or the entity accessing the LB Services is subject to the Health Insurance Portability and Accountability Act of 1996, as amended, (“HIPAA”) and uses the LB Services to enable Riders to receive access to Rides to and/or from healthcare services, then Lyft’s Business Associate Agreement (https://go.lyftbusiness.com/business-associate-agreement/) shall apply and is incorporated herein. b. Customer Account. To access the LB Services, Customer must have a Customer Account and provide true, accurate, current, and complete information as requested during the account creation Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 716
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process and throughout the Term. Customer is solely responsible for all use (whether or not authorized) of the LB Services under the Customer Account, and for all acts and omissions of anyone who accesses such Customer Account, as well as for all Charges generated under such Customer Account. Customer agrees to take all necessary precautions to prevent unauthorized access to or use of the LB Services or the Customer Account and will promptly notify Lyft upon the discovery of any known or suspected unauthorized or fraudulent activity occurring within the Customer Account. Lyft will not be liable for any loss or damage arising from unauthorized or fraudulent use of the Customer Account. c. Affiliates. If applicable to Customer, Customer’s Affiliates may utilize the LB Services directly from Lyft under this Agreement, provided that all of Customer’s Affiliates’ activities are subject to this Agreement. Customer and Customer’s Affiliates shall be jointly and severally responsible for the acts and omissions of Customer’s Affiliates in connection with their use of the LB Services, including, but not limited to, breach of this Agreement. Customer will be responsible for the acts and omissions of Customer’s Affiliates in connection with each Affiliate’s use of the LB Services. Lyft has the right to bring claims for violation of this Agreement by Customer’s Affiliates against such Affiliate, Customer, or both, at Lyft’s sole discretion.
d. Restrictions. Customer shall not, and shall not allow others to, (i) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Lyft Platform and/or the LB Services; (ii) use the Lyft Platform, the LB Services, and/or any data received from the LB Services in violation of applicable Law, third-party rights, and/or this Agreement; (iii) sublicense, repackage, lease, rent, sell, give or otherwise transfer or provide the Lyft Platform and/or the LB Services to any unaffiliated third party except as may be provided in this Agreement; (iv) replicate or modify the Lyft Platform, the LB Services, and/or their elements; (v) provide or otherwise use incorrect or outdated Rider information in connection with this Agreement; (vi) interfere with, modify or disable any features or functionality of the Lyft Platform and/or the LB Services; (vii) transmit files, documents, or any other material that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs; (viii) use the LB Services and/or Lyft Platform in connection with unsolicited, unwanted, or harassing communications (commercial or otherwise), including, but not limited to, phone calls, SMS messages, chat, voicemail, or video; and/or (ix) use the LB Services to submit Ride requests for Riders who are under the age of majority in their jurisdiction of residence, unless such Rider is accompanied by a person who is over the age of majority in their jurisdiction of residence.

3. Charges and Payment.
a. Payment Obligations. As applicable to the LB Services and as generally described in the LB Product Descriptions, Customer and/or Rider will be liable for all Charges incurred through their use of the LB Services and the Lyft Platform. Lyft offers billing and payment options for each LB Service, as generally described in the LB Product Descriptions.
b. Payment Card. For LB Services that are paid via payment card, Customer is responsible for either (i) enabling auto-recharge on the payment card or (ii) ensuring that the payment card has a sufficient positive balance to cover the undisputed Charges due. Customer expressly acknowledges and agrees that Lyft may use a third-party intermediary to process credit and debit card payments, in which case such third-party intermediary will have access to, store, and use Customer’s billing data as necessary to process its payment.
c. Invoicing. For payments via invoicing, Lyft will invoice Customer for all applicable Charges on a monthly basis. All invoices shall be paid, without offset or deductions, within 30 days of the date of invoice. Subject to Section 3(e) (Disputes of Charges) below, if Customer is overdue on any payment and fails to cure such non-payment within ten (10) days of written notice of the non-payment, then Lyft Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 717
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may (i) assess and Customer will pay a late fee of the lesser of 1.5% per month or the maximum amount allowable by Law, and/or (ii) suspend the LB Services associated with Customer's account until such nonpayment is corrected. d. Taxes. Customer shall be responsible for the payment of any applicable sales or use taxes or any value added or similar taxes payable, arising out of or in connection with this Agreement (collectively, “Taxes”), other than taxes based upon Lyft's income. If Lyft pays any such Taxes on Customer’s behalf, Lyft shall invoice Customer for such Taxes, and Customer agrees to pay such Taxes in accordance with this Agreement.
e. Disputes of Charges. Within thirty (30) days of the date of the applicable Charge, Customer must notify Lyft in writing if it disputes any portion of any Charges paid or payable by Customer under this Agreement and provide documentation that supports its position. Lyft will work with Customer to resolve the applicable dispute promptly. If Customer disputes any Charges under this Section, and such dispute remains unresolved in excess of sixty (60) days, provided any delay is not due to Lyft’s investigation, Lyft may suspend or limit Customer’s access to the Lyft Platform for such Customer Account until such dispute is resolved. If Customer does not provide Lyft with the written notice of its dispute of Charges and supporting documentation within the thirty (30) day notice period described above, Customer expressly waives its right to dispute such paid or payable Charges. If Customer fails to pay any undisputed amounts due under this Section, upon five (5) days’ prior notice to Customer, Lyft may suspend or limit Customer’s access to the Lyft Platform for such Customer Account until such non-payment is corrected.

4. Proprietary Rights.
a. Ownership. Lyft and its Affiliates are and shall remain the owners of all right, title and interest in and to the Lyft Platform and the LB Services, including updates, enhancements, and new versions thereof, all data related to the use of the Lyft Platform and the LB Services, and all related documentation and materials provided or made available to Customer or any Rider by Lyft in connection with this Agreement.
b. Feedback. Customer acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information about Lyft, the Lyft Platform, and/or the LB Services (“Feedback”) provided by Customer or any Rider to Lyft are optional, anonymized, aggregated, non-confidential and shall become the sole property of Lyft. Lyft shall have exclusive rights to Feedback, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without notice, acknowledgment, or compensation to Customer or any Rider.
c. Use of Marks. Each Party (“Licensor”) hereby grants to the other Party (“Licensee”) a revocable, time-limited, royalty-free, non-exclusive, non-transferable, non-sublicensable right and license to use all names, marks, and logos associated with Licensor (collectively, “Licensor Marks”) during the Term, solely in furtherance of Licensee’s obligations in this Agreement and subject to Licensor’s prior written approval in each instance. Licensor warrants and represents that it has (or has obtained from all appropriate rights holders) all necessary rights and authority to grant the license granted by it hereunder.

Licensee hereby agrees that the Licensor Marks shall remain the sole and exclusive property of Licensor and that Licensee shall not hold itself out as having any ownership rights with respect thereto. Any and all goodwill associated with the Licensor Marks shall inure directly to the benefit of Licensor. Upon termination or expiration of this Agreement for any reason, Licensee shall immediately discontinue all use of the Licensor Marks. Licensee’s use of the Licensor Marks must conform to Licensor’s usage guidelines and instructions as Licensor may provide or update from time to time (and in no event shall the color, style, appearance, or relative dimensions of the Licensor Marks be altered or changed in any way).

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 718
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d. Data. All information related to Customer and its use of the Lyft Platform and/or the LB Services as received, collected, compiled, aggregated or produced by Lyft in connection with this Agreement, including but not limited to, the information made available in the LB Portal and the Customer Account, shall be governed by the terms of the Lyft Privacy Policy. Lyft determines the extent to which such data will be made available to Customer, as described in the Data Reporting Addendum attached hereto as Exhibit B and incorporated herein. Lyft reserves the right to add, remove, and update features and functionality in the LB Portal and/or the Customer Account related to such data at any time, and Lyft will not be responsible for any loss of data or any other damages. Customer agrees to use the data made available by Lyft, including in the Customer Account, the LB Portal, and/or any reports, solely for legitimate business purposes related to managing and administering the LB Services including, but not limited to, business expense processing, accounting, program management, and budgeting purposes.

5. Confidentiality.
a. Definition. “Confidential Information” is any information, technical data, or know-how furnished by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether written, electronic, oral or other form that: (i) is marked, accompanied, or supported by documents clearly designating the information as “confidential” or “proprietary;” (ii) is identified by Disclosing Party as confidential before, during or promptly after the presentation or communication; or (iii) should reasonably be known by Receiving Party to be confidential. This Agreement is also Confidential Information. b. Exceptions. This Agreement imposes no obligation upon a Receiving Party with respect to information designated as confidential which: (i) was previously known to Receiving Party without an obligation of confidentiality; (ii) was acquired by Receiving Party from a third party who was not, to Receiving Party's knowledge, under an obligation of confidentiality; (iii) is or becomes publicly available through no fault of Receiving Party; (iv) Disclosing Party gave written permission to Receiving Party to disclose, but only with respect to such permitted disclosure; or (v) was independently developed without use of Disclosing Party’s Confidential Information.
c. Protection of Confidential Information. Except as otherwise required by applicable Law, each Receiving Party agrees that (i) it will use the Confidential Information of Disclosing Party solely for the purpose of performing its obligations or exercising its rights under this Agreement, and (ii) it will not disclose Confidential Information of Disclosing Party to any third party other than Receiving Party's employees or agents on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as strict as those contained herein. Each Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Receiving Party will protect the Confidential Information of Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event using less than a reasonable standard of care. Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its employees or agents. Confidential Information disclosed by Disclosing Party to Receiving Party will at all times remain the property of Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement. Upon request by Disclosing Party, Receiving Party will return all copies of any Confidential Information to Disclosing Party. If returning such copies is not commercially feasible for Receiving Party, and if permitted by applicable Law, Receiving Party shall destroy such copies. d. Compelled Disclosure. In the event Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding the disclosure of Confidential Information or is Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 719
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otherwise required by Law to disclose Confidential Information, Receiving Party shall give Disclosing Party prompt written notice of such request prior to disclosure, shall allow Disclosing Party to provide a redacted copy of the record and assert any defenses to disclosure of Confidential Information that may be available, and shall make diligent efforts to limit disclosure pursuant to any available basis under applicable Law. If Receiving Party is required to release Disclosing Party’s Confidential Information, it nevertheless shall use any available authorities to redact personal or business confidential information from such records to the extent consistent with applicable Law or the final judgment. Confidential Information disclosed by Disclosing Party to Receiving Party will at all times remain the property of Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement. The inadvertent production of any “Confidential Information” by any Party shall not constitute a waiver of any rights.

If Customer is a public entity and receives a request pursuant to the Freedom of Information Act, California Public Records Act, or other applicable public records laws, Customer shall, unless prohibited by applicable Law, (i) promptly notify Lyft of such request; (ii) deny the request and/or provide Lyft with a reasonable opportunity to object to disclosure, and no fewer than ten (10) business days prior to the proposed disclosure to take appropriate action to prevent disclosure; and (iii) reasonably cooperate in any efforts made by Lyft to prevent disclosure. If Customer is nonetheless legally compelled or required to release Lyft Confidential Information, Customer will furnish that portion (and only that portion) of Lyft Confidential Information that it is legally compelled or required to disclose.

6. Notice and Consents.
a. Notices. Customer acknowledges that use of the LB Services requires or allows Customer to provide name, phone number, and/or email address of Riders or other individuals to Lyft. As applicable to the LB Services, Customer is obligated to notify, and shall notify, Riders that Customer will receive information related to certain Rides, including but not limited to, for example, name of Rider, time of Ride, and Ride cost. For Rides requested via Concierge, Customer will ensure that those Riders consent to the following terms: “By accepting Lyft Concierge Rides, you consent to Lyft’s Terms of Service, which are available at https://www.lyft.com/terms.”
b. Data Usage. Customer agrees that Lyft may use any information provided by Customer to (i) provide the LB Services; (ii) transmit a Ride request via the Lyft Platform to available Drivers; (iii) send automated transactional communications, including but not limited to SMS texts or phone calls, to the Rider or other individual relating to the Ride and/or the provision of the LB Services; (iv) share the information with the Driver who accepted the Ride request, provided that the Driver will only receive the first name of the Rider and pick up and drop off location; and (v) collect, use, and share the information subject to the Lyft Privacy Policy. At Customer’s direction, Lyft may share Customer or Rider information with (x) Customer’s authorized vendors, service providers, and subcontractors for purposes of performing its obligations hereunder and (y) TM Vendors (as defined below), in accordance with the privacy policies of such TM Vendors as set forth in Section 6(c) below.
c. Travel Management Vendors. If Customer contracts with a third-party expense or travel management vendor with respect to LB Services selected on an Order Form (a “TM Vendor”), then Customer may request, in writing to Lyft, that Lyft disclose certain Customer and Rider data to such TM Vendor. Upon receipt and acceptance of such a request, Lyft will release data to TM Vendor in accordance with the terms of this Section and on a frequency and method to be agreed between Lyft and Customer and/or TM Vendor. Customer acknowledges and agrees that such data may contain information specific to its Riders, and Customer represents and warrants that it has obtained all necessary consents from Riders for Lyft to share such Customer data with TM Vendor according to the privacy policies of the TM Vendor.

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 720
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d. Record Maintenance. Customer agrees that it shall maintain records sufficient to demonstrate all applicable and necessary consents under this Section 6, and Customer agrees to make such records available to Lyft promptly, and no later than ten (10) days after receiving a request from Lyft for such records. Customer shall maintain such records for a period of not less than six (6) years from the last Ride request submitted for such Rider.

7. Representations and Warranties.
a. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (i) it has sufficient rights and authority to enter into this Agreement; (ii) it grants the rights and assumes all of its respective rights and obligations set forth herein; and (iii) the person signing on the respective Party’s behalf has the authority to execute and bind the respective Party to this Agreement. b. Customer Representations and Warranties. Customer represents and warrants that (i) it has obtained or will obtain, and it will maintain, all rights, permissions, and consents necessary under the TCPA and any other applicable Law for Customer and/or Lyft to use an automated telephone dialing system to call, text or otherwise contact the Rider or other individual associated with the phone number (whether a Rider or otherwise) provided by Customer, including via SMS message or voice call, in relation to a Ride requested for or taken by a Rider, and/or Customer’s use of the LB Services; and (ii) it has obtained or will obtain, and it will maintain, all rights and permissions necessary under the CAN-SPAM Act and any other applicable Law to enable Lyft to email Riders and other individuals associated with the email address (whether a Rider or otherwise) provided by Customer solely in conjunction with providing the LB Services.

In addition, if Customer is a non-federal transit agency, then Customer further represents and warrants that will not use the Lyft Platform or the LB Services in any manner that violates industry standards, and applicable regulations, policies, or guidance, published by the FTA (Federal Transit Administration) at https://www.transit.dot.gov/shared-mobility or https://www.transit.dot.gov/. c. Rider Eligibility Representations and Warranties. Customer further represents and warrants that Customer is solely responsible and liable for (i) determining and monitoring a Rider’s eligibility for the LB Services, (ii) determining whether to bill and/or file claims for reimbursement from any federal, state, and/or commercial health benefit plan and/or program, including but not limited to Medicare, Medicaid, and any applicable government-funded programs (collectively, “Payors”), (iii) complying with all applicable federal, state, regional, and local Laws and regulations related to the billing and filing of claims, and (iv) billing and/or filing claims for reimbursement from Payors. Customer shall indemnify, defend, and hold harmless the Lyft Indemnified Parties (as defined in Section 9 below) from and against any and all claims, losses, damages, fines, penalties, and/or interest based upon and/or related to Rider eligibility, the billing and/or submission of claims to any Payor, and/or for any breach of the representations and warranties in this paragraph. ANY LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL NOT APPLY TO ANY CLAIMS OR INCIDENTS RELATED TO CUSTOMER’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER THIS PARAGRAPH. This paragraph shall survive any termination or expiration of this Agreement.

8. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE AND TO THE FULLEST

EXTENT PERMITTED BY LAW, LYFT SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH

RESPECT TO THE LYFT PLATFORM AND/OR THE LB SERVICES, WHETHER EXPRESS OR

IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED

WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY

PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING,

COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ALL WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIALS, SERVICES, OR SOFTWARE. LYFT PROVIDES THE LYFT PLATFORM AND THE LB SERVICES “AS IS”. LYFT DOES NOT WARRANT THAT THE Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 721
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LYFT PLATFORM AND/OR THE LB SERVICES WILL MEET CUSTOMER REQUIREMENTS OR

THAT THE OPERATION OF THE LYFT PLATFORM AND/OR THE LB SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. LYFT DOES NOT GUARANTEE THE AVAILABILITY OF

DRIVERS OR WARRANT THAT ANY PARTICULAR RIDE REQUEST WILL BE ACCEPTED OR FULFILLED. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE

SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW. THE FULL SCOPE OF LYFT’S OBLIGATIONS TO PROVIDE THE LB SERVICES ARE SET FORTH IN THIS AGREEMENT, SUBJECT TO THE CUSTOMER’S PAYMENT TO LYFT OF ALL CHARGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS NOT SUBJECT TO 49 C.F.R. §37.23 AND THAT LYFT IS NOT RESPONSIBLE FOR SATISFYING CUSTOMER’S OBLIGATIONS UNDER THE ADA TO PROVIDE TRANSPORTATION SERVICES FOR INDIVIDUALS WITH DISABILITIES.

9. Indemnification.
a. Indemnification by Lyft.
i. Infringement Indemnity. Lyft will indemnify, defend, and hold harmless Customer and its directors, officers, employees, agents, stockholders, and Affiliates (collectively, the “Customer Indemnified Parties”) from and against all third-party demands, actions, suits, discovery demands, including, without limitation, third-party subpoenas, government investigations or enforcement actions, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs) related thereto (collectively, “Claim(s)”) alleging that the use of the LB Services as permitted hereunder infringes or misappropriates a third-party copyright, trade secret, trademark or patent.
ii. Infringement Options. If the use of the LB Services and/or the Lyft Platform by Customer has become, or in Lyft’s opinion is likely to become, the subject of any claim of infringement, Lyft may at its option and expense: (a) procure for Customer the right to continue using the Lyft Platform and/or the LB Services as set forth herein; (b) modify the Lyft Platform and/or the LB Services to make it non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate this Agreement.

This Section 9(a) (Indemnification by Lyft) states Customer’s exclusive remedy, for any claim by a third party alleging that the use of the LB Services as permitted hereunder infringes or misappropriates a thirdparty copyright, trade secret, trademark, or patent. iii. Limitations. Lyft will have no liability or obligation with respect to any Claim arising out of: (a) use of the Lyft Platform and/or the LB Services not in accordance with this Agreement; or (b) the combination, operation, or use of the Lyft Platform and/or the LB Services with other applications, portions of applications, products, or services where the Lyft Platform and/or the LB Services would not by itself be infringing.
b. Indemnification by Customer. Customer will indemnify, defend and hold harmless Lyft and its directors, officers, employees, agents, Affiliates, successors and assigns (collectively, the “Lyft Indemnified Parties”) from and against any third-party Claim made or brought against a Lyft Indemnified Party alleging or arising out of (i) Customer’s and/or Customer’s employees’, agents’, or contractors’ acts or omissions, or breach of this Agreement, (ii) violation of Customer’s representations and warranties in Section 7(b), (iii) Customer’s or Customer’s employees’, agents’, or contractors’ failure to obtain, maintain, or prove the consents required under Section 6 of this Agreement, (iv) Customer’s or Customer’s employees’, agents’, or contractors’ violation of applicable Law, (v) any activity under the Customer Account, except to the extent caused by Lyft’s breach of this Agreement, and/or (vi) the use of data by a TM Vendor pursuant to Section 6 above. If Customer is a non-federal agency, then Customer’s indemnity Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 722
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obligations in this Section 9(b) and Section 7(c) above apply to the extent permissible under applicable state Law.
c. Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (i) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Claim, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (ii) the Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim (provided that, the Indemnifying Party will obtain the Indemnified Party's consent in connection with any act or forbearance required by the Indemnified Party, such consent not to be unreasonably withheld); and (iii) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. The Indemnifying Party will pay all costs and reasonable legal fees following notice of the Claim, which shall be provided in accordance with this Section 9, and any settlement amounts agreed to be paid by the Indemnifying Party or any damages awarded against the Indemnified Party in connection with any such Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party will neither settle any Claims that admit liability or fault on behalf of the Indemnified Party nor create any obligation on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.

10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR EITHER PARTY’S BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY

BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHER

SIMILAR DAMAGES ARISING UNDER THIS AGREEMENT, OR DAMAGES FOR LOSS OF

BUSINESS, OR LOSS OF DATA OF ANY KIND, AND/OR OTHER INDIRECT ECONOMIC

DAMAGES, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE,

OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY (OR THEIR AGENT) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE AMOUNT OF ANY

AND ALL LIABILITY OF ONE PARTY TO THE OTHER FOR ANY CLAIM(S) ARISING FROM OR

RELATING TO THE AGREEMENT, SHALL BE LIMITED TO DIRECT PROVABLE DAMAGES

AND SHALL NOT EXCEED, IN ANY EVENT, TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000). THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO ANY

CLAIMS OR INCIDENTS RELATED TO OUTSTANDING PAYMENT OBLIGATIONS OF CUSTOMER, NOR SHALL THEY LIMIT THE SCOPE OF LYFT’S COMMERCIAL AUTOMOBILE LIABILITY POLICY.

11. Insurance.
a. Coverages. During the Term of this Agreement, Lyft shall maintain in force, at Lyft’s own expense, at least the following insurance coverages:
i. Workers’ Compensation Insurance in accordance with state statutory laws, including Employers' Liability with minimum limits of $1,000,000 for each accident. ii. Commercial General Liability Insurance with limits of $1,000,000 per occurrence, $2,000,000 in the aggregate for bodily injury and property damage. The policy shall include coverage for liabilities arising out of premises, operations, product and completed operations, and personal and advertising injury.

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iii. Commercial Automobile Liability Insurance with limits of $1,000,000 for each accident for third-party bodily injury and property damage, including Uninsured/Underinsured motorist coverage with limits in accordance with local regulations. This policy shall not apply to rides originating in New York City where Drivers are professionally licensed and carry insurance in amounts mandated by the Taxi and Limousine Commission.
b. Policies. All policies maintained shall be written as primary policies, not contributing with and not supplemental to coverage Customer may carry and will contain a waiver of subrogation against Customer and its insurance carrier(s) with respect to all obligations assumed by Lyft under this Agreement.

The fact that Lyft has obtained the insurance required hereunder shall in no manner lessen or otherwise affect Lyft's other obligations or liabilities set forth in this Agreement. c. Evidence of Insurance. Insurance shall be evidenced by certificates of insurance issued or countersigned by a duly authorized representative of the issuer and delivered to Customer upon Customer’s reasonable request. The certificate of insurance for Commercial General Liability shall name Customer as an additional insured via blanket endorsement, but only to the extent of Customer’s liability.

12. Term, Termination, and Suspension.
a. Term. This Agreement shall commence on the Effective Date and shall remain in effect until terminated as set forth herein (the “Term”). Notwithstanding the foregoing, if there are any Order Forms in effect, then this Agreement will not terminate until all such Order Forms have expired or been terminated in accordance with the terms therein.
b. Termination. Either Party may terminate this Agreement (including any Order Forms that are in effect) if the other Party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach. If Lyft terminates the Agreement because of Customer’s material breach, then Lyft may also terminate the Customer Account. c. Suspension. Lyft may also suspend the Customer Account and access to the LB Services immediately if:
i. Customer violates (or gives Lyft reason to believe Customer has violated) the Agreement or applicable Law;
ii. there is reason to believe one or more of the following have occurred:

1. Customer has fraudulently billed and/or filed claims from any Payor for reimbursement for Rides completed through the Lyft Platform;

2. Customer has failed to comply with all applicable Law related to the billing and filing of claims; or

3. Customer’s use of the Lyft Platform and/or the LB Services is fraudulent or negatively impacting the operating capability of the Lyft Platform and/or the LB Services;
iii. Lyft determines, in its sole discretion, that providing the Lyft Platform and/or the LB Services is prohibited by applicable Law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Lyft Platform and/or the LB Services;
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iv. Customer triggers any of the suspension mechanisms relating to disputes of Charges pursuant to Section 3(e);
v. there is a pending dispute between the Parties under Section 13(a), or there is a pending resolution of a legal dispute between the Parties; or vi. subject to applicable Law, Customer undergoes liquidation, commencement of dissolution proceedings, disposal of its assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer becomes the subject of bankruptcy or similar proceeding.
d. Lyft will have no liability for any damages, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur in connection with any suspension pursuant to this Section 12(c).
e. Survival. Upon termination or expiration of this Agreement, any Section intended to survive, including but not limited to Customer’s payment obligations, the Business Associate Agreement (if applicable), the terms of this Section and the terms of the following Sections, will survive: Section 2 (LB Services), Section 4 (Proprietary Rights), Section 5 (Confidentiality), Section 6 (Notices and Consents), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 13 (Resolution of Disputes, and Section 14 (General).

13. Resolution of Disputes.
a. In the event of a dispute between Lyft and Customer arising under this Agreement, such dispute shall be addressed and resolved as follows:
i. The Parties shall first attempt in good faith to resolve the dispute informally by negotiation, without the necessity of a formal proceeding. A Party shall initiate negotiations by sending a written request for negotiation. If the dispute has not been resolved within sixty (60) calendar days of a Party’s written request for negotiation, then such dispute shall be subject to arbitration pursuant to Section 13(a)(ii). This deadline may be extended or shortened by agreement of the Parties or to preserve a Party’s legal rights.
ii. Unless the Parties to the dispute otherwise agree, arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures.

Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration proceedings shall take place at a location mutually agreed upon by the Parties to this Agreement. If the Parties fail to agree upon a location, then such arbitration proceedings shall take place in San Francisco, California.
b. Nothing in this Section impacts the “Dispute Resolution and Arbitration Agreement” contained in the Lyft Terms of Service. In the event of a conflict between this section and the Lyft Terms of Service, the Lyft Terms of Service shall control.

14. General.
a. Insider Trading. The Parties agree to comply with United States securities laws which restrict persons with material nonpublic information about a company obtained directly or indirectly from Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 725
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that company from buying or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to buy or sell such securities.
b. Exports. Customer understands that any products, data, software, or technology transferred under this Agreement are subject to U.S. and foreign export and re-export control laws and regulations, including the U.S. Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security and trade and economic sanctions administered by the U.S. Treasury Department Office of Foreign Assets Control. Customer agrees to comply with these and all applicable export control and sanctions laws and regulations. Specifically, Customer will not sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, data or technology (including products derived from or based on such technology received under this Agreement) to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export clause shall survive termination or cancellation of the Agreement.
c. Assignment. Neither Party may assign this Agreement (by operation of Law or otherwise) without the prior written consent of the other Party, and any prohibited assignment will be null and void.

Notwithstanding the foregoing, either Party may assign this Agreement to an Affiliate or successor in the event of a merger, sale, or acquisition of all or substantially all of the assigning Party’s assets or stock, without the other Party’s prior written consent, provided that the assigning Party shall give the other Party prompt written notice of such assignment. This Agreement will be binding upon and inure to the benefit of the Parties’ permitted successors and/or assignees.
d. Amendment/Waiver. No modification to this Agreement or any Order Forms or other attachments hereto or thereto, nor any waiver of any rights, will be effective unless consented to in writing, and signed by both Parties. Waiver by either Party of a breach of any provision of this Agreement, an Order Form, or other attachments hereto or thereto, or the failure of either Party to exercise any right hereunder or thereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
e. Relationship. The relationship of the Parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either Party is the agent, employee, or joint venture of the other.
f. Notices. Any notices hereunder shall be in writing (including email). Notices sent by mail shall be sent to the addresses set forth in an Order Form or the Customer Account. Notices sent by mail to Lyft shall also be copied to [email protected]; Attn: General Counsel. g. Unenforceability. If any provision or provisions of this Agreement (including all Order Forms and any other attachments hereto or thereto) is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the Parties. Any ambiguity contained in this Agreement shall not be construed against any Party as the drafter but shall be construed in accordance with its fair meaning. h. Governing Law & Venue. This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws principles. Subject to Section 13, the Parties consent to the personal and exclusive jurisdiction of courts located in the County of San Francisco, California. Each Party waives a jury trial in any matter arising out of or relating to this Agreement.

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i. Entire Agreement. This Agreement, all Order Forms, and all attachments and exhibits hereto shall constitute the entire agreement between the Parties with respect to the LB Services and supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written between the Parties. No oral or written information or advice given by Lyft, its agents, or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. Any Customer purchase order document, vendor form, or similar document shall be void and have no effect with regard to this Agreement even if signed by the Parties after the Effective Date. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. j. Force Majeure. Except for Customer’s payment obligations hereunder, nonperformance of either Party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, epidemics or pandemics, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing Party. Unless otherwise agreed to by the Parties, each Party will be responsible for the costs and expenses incurred by it in connection with this Agreement during such period of force majeure. **[This space is intentionally left blank; signature page follows]** Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 727
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IN WITNESS WHEREOF, the Parties have executed this Agreement through their respective duly authorized representatives as of the Effective Date.

LYFT, INC. CITY OF RICHMOND
By:
[lyftSignerSignature_gP0ilKc
] By:
[counterpartySignerSignature_
FvEvGDt]
Printed Name: [lyftSignerName_9h3R1cC] Printed Name:
[counterpartySignerName_Hw
Sb7LI]
Title:
[lyftSignerTextField_zfmS0L
E||1] Title:
[counterpartySignerTextField_
lRsXLNf||1]
Date:
[lyftSignerDateField_o1go1t
p] Date:
[counterpartySignerDateField
_ghK25Iq]
Buck Poropatich
VP, Healthcare and Business
2/14/2025
Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 Chief Assistant City Attorney
4/24/2025
Eduardo Martinez
Mayor
City Clerk
728
15 Lyft General Services Agreement
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Exhibit A

ORDER FORM
Lyft: Lyft, Inc.
185 Berry St. Suite 400
San Francisco, CA 94107
[email protected]
Customer: City of Richmond
Postal Address for Billing:

Contact Name for Billing:

Email Address for Billing:

LB Services Business Services Fee Business Services Fee Type Concierge Web n/a waived
Lyft Pass n/a waived
Term. This Order Form shall be valid for 12 months from the Order Form Effective Date (as defined below) (the “Initial Term”) and shall automatically renew for additional twelve (12) month terms (each, a "Renewal Term"), unless either Party provides notice of non-renewal no less than thirty (30) days prior to the end of the Initial Term or Renewal Term. The Initial Term and all Renewal Terms together shall be referred to herein as the “Term.” General. The LB Services and any Charges will be applied to the Customer set forth above and its associated account(s). This Order Form is hereby incorporated into and subject to that certain General Services Agreement between Lyft and Customer, effective on or prior to the Order Form Effective Date (as defined below), (the “Agreement”). Capitalized terms used but not defined in this Order Form shall have the meanings provided to them in the Agreement. In the event of any direct conflict between the terms of this Order Form and the terms of the Agreement, the terms of this Order Form shall control. The person signing on behalf of each Party represents that they have the full authority to execute and bind such Party to this Order Form. This Order Form is effective on the date last signed below ("Order Form Effective Date"). [This space is intentionally left blank; signature page follows] Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 729
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IN WITNESS WHEREOF, the Parties have executed this Order Form through their respective duly authorized representatives as of the Order Form Effective Date.

LYFT, INC. CITY OF RICHMOND
By: [lyftSignerSignature_OXtwWUu] By:
[counterpartySignerSignature_w3K9t
Xc]
Printed Name: [lyftSignerName_yjVH792] Printed Name: [counterpartySignerName_33Dfqjp] Title: [lyftSignerTextField_nU5lh1l||1] Title:
[counterpartySignerTextField_ucKM
EXM||1]
Date: [lyftSignerDateField_TuHCIUr] Date:
[counterpartySignerDateField_vxSTw
mw]
VP, Healthcare and Business
Buck Poropatich
2/14/2025
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EXHIBIT B

DATA REPORTING ADDENDUM
Lyft’s APIs provide robust data on all of the trips provided via the Lyft Platform. The reporting framework approved for each program type (dependent on whether the program is open to the general public or is an eligibility-based program) will be indicated on each Order Form. Notwithstanding anything to the contrary in this Data Reporting Addendum and/or the Agreement, Lyft may decide, in its sole discretion, to make more data available to Customer without amending this Exhibit B.

Framework 1. Data Reporting - General Public Program
In the list below, all personally identifiable information and information that could be used to re-identify a passenger are denoted by an asterisk (*) and are designated as Confidential Information pursuant to Section 5 of the Agreement.

If Customer receives a request for Lyft’s reports under the public records laws or other applicable law, Customer will not release the asterisked fields in response to such request and will comply with the requirements of Section 5 of the Agreement.

All non-astericked fields may be used solely for the purpose of the Agreement. For the avoidance of doubt, the nonasterisked fields may be used to produce reports and presentations to Customer’s board regarding the LB Services (as defined in the Agreement) and may be summarized in reporting to the National Transit Database.

Data Fields
(a) Anonymized ID of Rider*
(b) Trip Transaction ID
(c) Trip Month/Year*
(d) Trip Day of Travel (Monday-Sunday)
(e) Ride Type*
(f) Dispatch Method (Concierge, App)
(g) Ride Status (Completed, Canceled)
(h) Trip Pick up location (Latitude-Longitude to two-decimal places)* (i) Trip drop off location (Latitude-Longitude to two-decimal places)* (j) Trip Pick up location (Zip Code)
(k) Trip Drop off location (Zip Code)
(l) Trip pick up time (See Definition of Trip Time Periods below) (m) Trip Length (X.XX mile)
(n) Trip Duration (X.X min)
(o) Total Trip Cost ($ X.XX)
(p) Trip Subsidy ($ X.XX)
(q) Ride Match (Yes or No) for shared rides and match rates within the program only * Lyft asserts that these data fields when taken together with the other data fields can potentially identify a Rider.

These fields are designated as Confidential Information and are subject to Section 5 of the Agreement.

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Trip Time Periods. Below is the definition of time periods included in the monthly data reports.

Trip Time Periods
EARLY AM 12 AM - 3 AM
MID AM 3 AM - 6 AM
PEAK AM 6 AM - 9 AM
LATE AM 9 AM - 12 PM
EARLY PM 12 PM - 3 PM
MID PM 3 PM - 6 PM
PEAK PM 6 PM - 9 PM
LATE PM 9 PM- 12 AM
Framework 2. Data Reporting Addendum - Eligibility Based Programs In the list below, all personally identifiable information and information that could be used to re-identify a passenger are denoted by an asterisk (*) and are designated as Confidential Information pursuant to Section 5 of the Agreement.

If Customer receives a request for Lyft’s reports under the public records laws or other applicable law, Customer will not release the asterisked fields in response to such request and will comply with the requirements of Section 5 of the Agreement.

All non-asterisked fields may be used solely for the purpose of the Agreement. For the avoidance of doubt, the nonasterisked fields may be used to produce reports and presentations to Customer’s board regarding the LB Services (as defined in the Agreement) and may be summarized in reporting to the National Transit Database.

Data Fields
(a) Anonymized ID of Rider*
(b) Trip Transaction ID
(c) Passenger Name*
(d) Passenger Phone Number*
(e) Trip Month/Year*
(f) Trip Day of Travel (Monday-Sunday)
(g) Date of Trip*
(h) Pick-up Time (Actual)*
(i) Drop-off Time (Actual)*
(j) Estimated Time of Arrival*
(k) Ride Type*
(l) Dispatch Method (Concierge, App)
(m) Ride Status (Completed, Canceled)*
(n) Trip Pick up location (Latitude-Longitude to two-decimal places)* (o) Trip drop off location (Latitude-Longitude to two-decimal places)* (p) Trip Pick up location (Zip Code)
(q) Trip drop off location (Zip Code)
(r) Trip pick up time (See Definition of Trip Time Periods below) (s) Trip Length (X.XX mile)
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(t) Trip Duration (X.X min)
(u) Total Trip Cost ($ X.XX)
(v) Trip Subsidy ($ X.XX)
(w) Ride Match (Yes or No) for shared rides and match rates within the program only * Lyft asserts that these data fields are either personally identifiable information or when taken together with the other data fields can potentially identify a Rider. These fields are designated as Confidential Information and are subject to Section 5 of the Agreement.

Trip Time Periods. Below is the definition of time periods included in the monthly data reports.

Trip Time Periods
EARLY AM 12 AM - 3 AM
MID AM 3 AM - 6 AM
PEAK AM 6 AM - 9 AM
LATE AM 9 AM - 12 PM
EARLY PM 12 PM - 3 PM
MID PM 3 PM - 6 PM
PEAK PM 6 PM - 9 PM
LATE PM 9 PM- 12 AM
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___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 6(a):

Transportation Providers
Type 6 – Page 1 of 3
Revised: June 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.

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

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability and Automobile 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 and Automobile 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 and automobile liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

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

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

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

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

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

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

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

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

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

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

If CONTRACTOR is self-insured, provide a certificate of Permission to 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.

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___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 6(a):

Transportation Providers
Type 6 – Page 2 of 3
Revised: June 2011
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 minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate).

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

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

Automobile Liability $5,000,000 per occurrence for bodily injury and property damage.

Policy shall be endorsed to name the City of Richmond as an additional insured.

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

Additional Insured Endorsement Applicable to General and Auto Liability Coverage.

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

For general liability coverage, ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required. SAMPLE 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 coverage during the life of this contract.

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

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

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

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

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___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 6(a):

Transportation Providers
Type 6 – Page 3 of 3
Revised: June 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or nonrenewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

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.

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 736
v.1.0
1 UBER TRANSIT DASHBOARD ACCESS AGREEMENT
Agreement
Effective Date
Uber Agency
Agency Information: Agency Name: [Counterparty Name]
Agency Address: [Counterparty Address]
Agency Contact Name: [Contact Name]
Agency Contact Email: [Counterparty Email]
The parties agree as follows:

Corporate Account
which Uber makes available to the Agency through the Dashboard in connection with one or more Uber Products, as set forth her access to and use of the Dashboard in connection with any Uber Product is subject to both this Agreement and each applicable Product Addendum, as defined herein. Capitalized terms used but not otherwise defined in the Agreement shall have the meanings ascribed to such terms in the applicable Product Addendum. The parties hereby agree as follows:

1. Definitions. The following terms, as may be used in the Agreement, shall have the meanings set forth below: "Affiliate" means with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is common control
or the power to vote
such voting equity, by contract or otherwise.

Authorized User
Account; and/or (b) use Uber Services in connection with the applicable Product Addendum. All references to Authorized User(s) in the Agreement shall apply only if the Agency has agreed to the Uber Profiles Product Addendum. has the meaning ascribed to such a term in each Product Addendum.

Agency User
to the Uber
Central Product Addendum or the Uber Vouchers Product Addendum.

Data Protection Law(s)
laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including ).

End User Terms www.uber.com/legal, as may be
updated by Uber from time to time.
registered for and currently maintains an active personal user account, which requires the entry of certain personally identifiable information and a personal credit card number, (ii) currently complies with the End User Terms, and (iv) confirmed the mobile number provided during the registration process. Uber's collection and use of any personal data and credit card or other authorized payment method information to establish an Uber Account shall be as set forth on the Uber Privacy Policy, available at www.uber.com/legal/privacy, as may be updated by Uber from time to time.

Uber App be
updated by Uber from time to time.
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2 Uber Personal Data the Agency in connection with the Agreement relating to an identified individual or an identifiable individual or which can be reasonably used to identify an individual, or that may otherwise be considered ce of doubt, Uber Personal Data shall include Dashboard Data, regardless of whether it is provided to the Agency via the Dashboard or otherwise.

Uber Service , serves as an intermediary between (a) Authorized Users, Agency Users, and Administrators who are looking for a certain type of service (including, without limitation, ground transportation, logistics, delivery, food purchases and related food delivery services), and (b) independent third-party providers of such services.

User Charges
Users), as may be the case, for use of the Uber Service, including any applicable tolls, foreign transaction fees, taxes, and any other fees or charges that may be due for a particular use of the Uber Service. controller data subject personal data processing processor the GDPR.

2. Uber Products; Incorporation.

2.1 Agency may elect to utilize one or more Uber Transit products made available by Uber (each, an "Uber Product"). Agency may elect to utilize an Uber Product at any time during the Term, by (i) accepting the relevant additional click-through Uber Product terms for each such Uber Product within the Dashboard, or (ii) executing a product addendum which includes the relevant additional Uber Product Product Addendum

2.2 restricts the Agency from utilizing any other Uber Product. Any Product Addendum entered into by the parties is expressly incorporated into this Agreement.

3. Term and Termination. The Agreement begins on the Effective Date and continues for a period of [ ] year thereafter and may be renewed by Term
ty may
terminate the Agreement or any Product Addendum at any time (a) in the event of a material breach by the other party that is not cured by -breaching party, or (b) immediately upon notice to
the other party in the event that the other party makes an assignment for the benefit of creditors, files an involuntary petition in bankruptcy or is adjudicated bankrupt or insolvent, has a receiver appointed for any portion of its business or property, or has a trustee in bankruptcy or trustee in insolvency appointed for it under federal or state law. Termination of one Product Addendum shall not terminate any other Product Addendum then in effect. The terms and conditions of this Agreement concerning outstanding payment obligations and indemnification shall survive termination.

4. Account Administration.

4.1 Agency Dashboard and Access to Uber Products. Upon execution of the Agreement, Uber will establish the Agency's Corporate Account that will enable the Agency - Dashboard
with the Agency shall include communicating
Administrator
in an applicable Product Addendum, the Dashboard will enable Agency to (a) access each Uber Product which Agency has accepted and agreed to utilize through a Product Addendum; (b) view detailed trip or other service information, which may include, depending on which Uber -up and drop-off
location, trip route, distance, duration, fare amount, service type, trip ID number, restaurant name, meal information, delivery location, delivery time, User Charges, expense memo, and Driver data (e.g. first name, telephone number, vehicle description and license plate) (collectively, Dashboard Data
porate
Account. Uber reserves the right to add, remove and update features and functionality of the Dashboard at any time. Uber agrees to use commercially reasonable efforts to provide the Dashboard to the Agency as stated in this Agreement.

4.2 Administration. At all times, the Agency is responsible for maintaining an accurate list of Administrators. Agency may appoint additional Administrators at its discretion. Agency agrees to (a) maintain all Dashboard login credentials in confidence, (b) only permit an authorized Administrator to access the Dashboard, and (c) update as necessary, all information of the Administrators to ensure that it is current, accurate, and complete. Agency shall be responsible for all activity that occurs under its Dashboard login credentials.

4.3 Authorized User and Administrator Updates. For Managed Rider Programs, Agency is responsible for keeping and maintaining an ate Account for
each separate Uber Product. From
ent.
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3 4.4 Responsibility for User Activity.

Account, incurred by Authorized Users, Agency Users, and Administrators, regardless of whether any such charge was authorized, and (b) User Charges may be subject to price changes at any time, including without limitation, occasional increases during periods of high demand as further described in the End User Terms. Further, Agency agrees that Uber shall not be responsible for User Charges incurred by Authorized Users, Agency Users and/or Administrators, after Agency has attempted removal of such Authorized User or Administrator from the Corporate Account to the extent Agency provides Uber with incomplete or inaccurate Authorized User or Administrator removal information via the Dashboard.

Agency is responsible for User Charges incurred due to fraudulent or other unpermitted activity or use of the Corporate Account by an Authorized User, Agency User, Administrator, or another third party to access Uber Services. Agency must promptly notify Uber if it discovers In the event Uber reasonably suspects that any fraudulent or unpermitted activity is occurring in connection with the Corporate Account, Uber reserves the right to suspend the Corporate Account until the event giving rise to the suspension has been cured t

4.5 Restrictions. Agency agrees to use the Uber Service, Corporate Account, Dashboard, and any of the services provided under an applicable Product Addendum solely as stated in this Agreement; provided, however, that in the event of a conflict between a Product Addendum and the Agreement with respect to Agency or any Administrator utilizing the Uber Service, the terms of this Product Addendum shall control, followed by the Agreement. Agency shall not, and shall not authorize others to (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Dashboard, Uber Service, or Uber App; (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Dashboard, Uber Service, or Uber App to any unaffiliated third party; (c) upcharge, increase, or otherwise modify the User Charges for any usage of the Uber Service; or (d) impose any additional fees or charges related to use of the Dashboard, Uber Service, or any of the services provided under an applicable Product Addendum. Uber reserves all rights not expressly granted under the Agreement.

4.6 Violations. Agency acknowledges that Uber may suspend or ban any Authorized Users or Agency Users from use of the Uber Service due Violations
Uber Account pursuant to the End User Terms, Uber shall also suspend such Authorized User or Agency User from utilizing Uber Services under Uber Account
due to (a) an invalid payment card on their Uber Account, or (b) a rejected Agency Card transaction that was initiated through their Uber f Uber Transit
and the products set forth in any applicable Product Addendum for violations of this Agreement or any applicable Product Addendum.

4.7 Territory. This Agreement is not restricted by country, unless otherwise specified in a Product Addendum. 5 Billing.

5.1 User Charges. All User Charges shall be paid in the ordinary course of use of the Uber Services through the payment card associated with ng to batched
ed during a certain
Batched Billing
case Agency shall pay such User Charges pursuant to Section 6.2 below.

5.2 Monthly Billing. Agency may elect to pay for User Charges and any other charges referenced in the Product Addenda on a monthly basis incurred in connection with the applicable ("Monthly Billing"). If the Agency participates in Monthly Billing, Uber will bill the Agency for all User Monthly Statement
in full within thirty (30) days of receipt of such Monthly Statement. Agency agrees to provide and maintain during the Term in connection with its Agency Card
When creating the Corporate Account, the Agency may choose to use either an Agency Card, ACH, or wire transfer as the payment method for paying Monthly Statements, provided that payment by Agency Card may be necessary for amounts less than $1,000.

5.3 Currency y
ted States dollars.

All payments are nonrefundable except as may be expressly provided otherwise herein. Each party shall be responsible for its costs and expenses associated with its performance under the Agreement or any Product Addendum.

5.4 Disputed Payments.
[email protected]. The parties shall work in good faith to review the charges within thirty (30) days of the Agency notifying Uber of such Disputed Charge Event. If the parties determine that Uber assessed charges that the Agency should not have been charged, Uber shall remove such charge from the

5.5 Account Suspension. In the event of any undisputed outstanding User Charges or any other charge referenced in the Product Addenda due on a past Monthly Statement, Uber reserves the right to immediately suspend the Agency's account. Uber further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Agency to applicable credit reporting agencies, in the event of any unpaid User Charges or any other charges referenced in th 739
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4 discretion. All late payments shall accrue simple interest on the sum due from the date such payment was originally due until the date of actual payment, at 3% per month or the maximum allowed by applicable law. 6 Proprietary Rights.

6.1 License to Marks; Restrictions. Marks
Licensor
Licensee -free, non-exclusive, non-transferable, non-assignable license, without the right to e and only in relation
e will not otherwise
solely to the benefit of Licensor. Marks will at all times remain the exclusive property of the respective Licensor. Except as expressly set forth herein, Licensor does not, and shall not be deemed to, grant Licensee any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Licensor.

6.2 No Development. EACH PARTY ACKNOWLEDGES AND AGREES THAT NEITHER PARTY SHALL DEVELOP ANY TECHNOLOGY, CONTENT, MEDIA, OR OTHER INTELLECTUAL PROPERTY FOR THE OTHER PARTY PURSUANT TO THE AGREEMENT. The parties shall enter into a separate written agreement, as necessary, to govern any development activities relating to any technology, content, media, or other intellectual property prior to the commencement of any such activities.

6.3 Ownership. Uber and its Affiliates are and shall remain the owners of all right, title and interest in and to the Dashboard, Uber Service, Uber App, and Uber Personal Data (including, without limitation, Dashboard Data) including any updates, enhancements and new versions thereof, all data related to the use of the Dashboard and Uber Services, and all related documentation and materials provided or made available to Agency or any proposed or current Authorized User in connection with the Agreement.

6.4 No Publicity.
service marks in a press release or otherwise without the prior consent of such other party in each instance. 7 Confidentiality. 7.1 Definition of Confidentiality Confidential Information Disclosing Party Receiving
Party ential
Information shall also include information that would reasonably be understood to be confidential to the Disclosing Party. However, Confidential Information shall not include information (a) previously known by Receiving Party without an obligation of confidentiality, (b) acquired by Receiving Party from a third party which was not, to Receiving Party's knowledge, under an obligation of confidentiality, (c) that is or becomes publicly available through no fault of Receiving Party, or (d) that Disclosing Party provides written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure.

7.2 Restrictions. Receiving Party agrees that (a) it will use Confidential Information solely for the purposes permitted under the Agreement, who are bound by
obligations of nondisclosure and restricted use at least as strict as those contained herein. In the event Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena, order or request and allow Disclosing Party to assert any available defenses to disclosure.

7.3 Confidential Information Security
protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.

Uber shall comply with the then- PCI-DSS
payment service provider will remain PCI-DSS certified and compliant at all times during the Term of the Agreement. 8 Security and Data Transfers. 8.1 Security. Uber shall implement appropriate technical and organizational measures to protect Agency Personal Data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure. Agency shall implement appropriate technical and organizational measures to protect Uber Personal Data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure (each instance ). Agency shall, without undue delay, but no greater than twenty-four (24) hours after, notify Uber in the event that Agency learns or has reason to believe that an Information Security Incident has occurred in relation to Uber Personal Data. Such notice shall be sent to the Uber persons or team designated to receive notices under the Main Agreement; and (2) via email to [email protected] notification includes at least: (1) the nature of the breach of security measures; (2) the potentially compromised personal data and data subjects; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident.

Upon any such discovery, Agency shall (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Uber with assurances reasonably satisfactory to Uber that such Information Security Incident will not recur.

Additionally, if and to the extent any Information Security Incident occurs as a result of an act or omission of Agency, and if Uber determines that 740
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5 and expense, undertake the aforementioned remedial actions.

8.2 Data Transfers. To the extent the Agreement involves the transfer of Dashboard Data in the EEA to a jurisdiction outside the EEA, which has not been recognized by the European Commission as providing an adequate level of data protection, the parties agree that the Standard Contractual Clauses, as specified on http://t.uber.com/exhibita Exhibit A . In relation to restricted transfers of Dashboard Data that is protected by the UK GDPR from the United Kingdom to a jurisdiction which does not benefit from adequacy regulations pursuant to the UK GDPR, Exhibit A shall apply subject to the terms of the UK Addendum
Such UK Addendum shall be deemed executed and completed between Company and Uber using the information contained in Exhibit A. 9 Insurance. 9.1 - 9.1.1 Commercial General Liability (including contractual liability, personal and advertising injury and products and completed operations) with a limit of one million dollars (US$1,000,000) per occurrence and two million dollars (US$2,000,000) in the aggregate for bodily injury and property damage.

9.1.2 million
dollars (US$1,000,000).

9.1.3 Commercial Auto Liability insurance for all owned, hired and non-owned vehicles for bodily injury, including death and property damage for limits of one million dollars (US$1,000,000) each accident combined with a single limit.

9.2 At the request of the Agency, Uber shall furnish the Agency with a certificate of insurance showing coverage as set forth herein. Agency shall be covered as an additional insured on the auto and general liability policies under a blanket endorsement. 10 Warranties; Disclaimer.

10.1 Mutual Warranties. Each party hereby represents and warrants that (a) it has full power and authority to enter into the Agreement and as well as such
such party is a
party, (c) it is in compliance and shall remain in compliance during the Term, with all applicable laws, rules and regulations, including those relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security applicable to the performance of its obligations hereunder, (d) it is duly organized, validly existing and in to this Agreement
will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.

10.2 Agency Warranties. Agency represents and warrants that (a) Agency has all rights and legally adequate consents, where necessary, to provide Uber with the Agency Personal Data and any other information provided to Uber hereunder; (b) Agency will use Dashboard Data solely for legitimate business purposes including business expense, processing, accounting, and budgeting purposes; (c) Agency will only share and provide access to Dashboard Data to Agency personnel who have a business need to access such Dashboard Data; (d) Agency will not disclose Dashboard Data to any third party, unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein; (e) Agency will not rent or sell Dashboard Data for any ed with Dashboard
Data to a competitor of Uber.

10.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, UBER PROVIDES THE UBER SERVICE, AND UBER APP, "AS IS" AND WITHOUT WARRANTY. UBER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE DASHBOARD, UBER SERVICE, OR UBER APP WILL MEET

REQUIREMENTS OR THAT THE OPERATION OF THE DASHBOARD, UBER SERVICE, OR UBER APP WILL BE UNINTERRUPTED OR ERROR FREE. UBER HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING,

WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE DASHBOARD, UBER SERVICE, UBER APP, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. AGENCY ACKNOWLEDGES AND

AGREES THAT THE UBER SERVICE IS A TECHNOLOGY SERVICE THAT ENABLES ACCESS TO REQUEST ON-DEMAND GROUND TRANSPORTATION, DELIVERY, AND LOGISTICS SERVICES PROVIDED BY INDEPENDENT THIRD-PARTY PROVIDERS. UBER IS NOT A TRANSPORTATION, DELIVERY, OR LOGISTICS PROVIDER. UBER DOES NOT GUARANTEE AVAILABILITY OF TRANSPORTATION, DELIVERY, OR LOGISTICS SERVICES, ON-TIME ARRIVALS

OR DEPARTURES THEREOF, OR ANY OTHER SERVICES LEVELS RELATED TO INDEPENDENT TRANSPORTATION, DELIVERY OR LOGISTICS PROVIDERS THAT MAY BE OBTAINED VIA THE UBER SERVICE.
11 Indemnification.

11.1 Each party (the "Indemnifying Party Indemnified Party and their respective directors, officers, employees, consultants, agents, successors and assigns from and against all claims, liabilities, damages, losses, costs and expenses (including reasonable outside attorney fees) with respect to any third-party claim, suit, action, or proceeding arising ons or warranties in this
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6 Indemnifying
ing Party.

11.2 The Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder.

The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at the Indemnifying
12 Limits of Liability. 12.1
(iii) DAMAGES ARIS
(PROPRIETARY RIGHTS), OR ( AND TO THE
MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UBER OR AGENCY BE LIABLE: (A) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL,

EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD

PARTY ARISING OUT OF THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF UBER OR AGENCY (OR

THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND, (B) UNDER THE AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING ONE HUNDRED THOUSAND DOLLARS ($100,000).

12.2 Each Party acknowledges that the foregoing limitations are an essential element of the agreement between the parties, and that in the absence of such limitations, the terms set forth in the Agreement would be substantially different. 13 General.

13.1 Entire Agreement. The Agreement contains the entire agreement between the parties related to the subject matter hereof and supersedes all prior and contemporaneous understandings or agreements, whether oral or written, prior to or on the Effective Date.

13.2 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its choice or conflict of laws provision. Any dispute, controversy, or any claim arising out of or relating to the Agreement, or the interpretation, enforceability, performance, breach termination or validity thereof, including, without limitation, this arbitration clause, must be solely and finally settled by confidential arbitration in Dover, Delaware, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. An award rendered in connection with arbitration pursuant to this section shall be final and binding upon the parties, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. No provision of this subsection limits the rights of a party to the Agreement to obtain provisional, injunctive, or ancillary remedies from a court of competent jurisdiction before, after or during the pendency of any arbitration. Neither party has the right to arbitrate on a class action basis any dispute, controversy, or claim arising out of or relating to the Agreement, or the interpretation, enforceability, performance, breach, termination, or validity thereof, including, without limitation, this arbitration clause.

13.3 Affiliates. The parties hereby acknowledge and agree that Agency and each of its Affiliates may utilize the same Dashboard and any of the services provided under a Product Addendum upon execution of the Agreement and the applicable Product Addendum. Any such Affiliate shall be bound by all of the terms and conditions applicable to Agency under the Agreement, and entitled to all rights and protections afforded Agency under the Agreement, provided, however, Agency shall continue to bear legal responsibility for all acts or omissions of such Affiliate. The parties further acknowledge and agree that any services to be rendered under this Agreement and any applicable Product Addendum may be

13.4 Notices. Any notice required or permitted to the parties under this Agreement will be deemed to have been duly given only if in writing and delivered: by certified U.S. mail with return receipt requested, by overnight courier with postage prepaid, or by hand delivery, to the address of the receiving party as set forth below, to the attention of the persons designated below for the receiving party. Notices will be deemed received five (5) business days after being mailed by U.S. mail or the next business day if delivery is via overnight courier, or the same business day if delivery is by hand delivery during a business day before 5:00 PM or the next business day if not during a business day before 5:00 PM. All notices to Agency shall be delivered to the address referenced on the first page of the Agreement. All notices to Uber shall be provided to Uber Technologies, Inc., 1515 3rd Street, San Francisco, CA 94158 Attn: Legal Department Uber for Business. Either party may change its notice address by providing written notice of such change to the other party in conformity with this section.

13.5 Force Majeure. Nonperformance of either party under the Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, hurricane, earthquakes, pandemic, other natural disaster, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non- Force Majeure Event
aware that any Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under the Agreement. 742
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7 13.6 Severability. If any provision or provisions of the Agreement, including any Product Addendum in whole or in part, is determined to be invalid, illegal or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions and/or Product Addenda shall not in any way be affected or impaired thereby.

13.7 Assignment. The Agreement is not transferable and may not be assigned by either party, in whole or in part, without the prior written consent of the other party, provided that both parties may assign the Agreement without such consent, but with notice to the other, in connection with a merger or a sale of all of the equity or assets of either party. Notwithstanding the foregoing, Uber may assign the Agreement, including any Product Addenda, to an Affiliate without notice or the prior written consent of Agency. Subject to the foregoing, the Agreement shall be binding upon all successors and assigns of a party.

13.8 In any litigation between the parties, the prevailing party shall be entitled to reasonable attorney fees and all costs of proceedings incurred in enforcing the Agreement.

13.9 Headings. Section headings are for convenience only and shall not be considered in the interpretation of the Agreement.

13.10 Independent Contractor. Uber and Agency are and shall remain independent contractors. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other.

13.11 Non-Discrimination. Agency shall not, in its use of the Uber Service or any Uber Product under the Agreement, discriminate against any Authorized User, Agency User, employee, volunteer, or participant, or individual on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age except that programs may target beneficial services for specific participant groups, as agreed upon between Uber and Agency. Agency acknowledges and agrees that upon terminate the
Agreement following notice to Agency.

13.12 Waiver. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect such provisions or exercise such option.

13.13 Counterparts. The Agreement may be executed in counterparts and in any format, including electronically delivered versions thereof, each of which shall be deemed to be an original and shall fully bind each party who has executed it, but all such counterparts together shall constitute one and the same agreement.

The Agreement consists of the Agreement and any Product Addenda incorporated into the Agreement. An authorized representative of each party has caused the Agreement to be duly executed as of the Effective Date.

UBER TECHNOLOGIES, INC. [COUNTERPARTY NAME]
By: By:

Name: Name:

Title: Title:

Date: Date:
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UBER CENTRAL PRODUCT ADDENDUM
TO THE

UBER TRANSIT DASHBOARD ACCESS AGREEMENT
Product Addendum Agreement
entered into by and between [Counterparty Name] Agency Uber Product Addendum Effective Date
Undefined, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Product Addendum sets forth the terms under which an Agency may utilize the Dashboard to enable and use Uber Central. In the event of any conflict between the terms of the Agreement and this Product Addendum, the terms of this Product Addendum shall govern with respect to Uber Central.

1. Definitions. The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below:

Active User
End User Terms.

Agency User
means an individual authorized by an Agency User to provide information to Uber and receive notifications Guest User
Uber Central
iduals.

2. Provision of Services to Agency.

2.1 Access to Services. Upon execution of this Product Addendum, Uber will use commercially reasonable efforts to enable the Agency to access Uber Central via the Dashboard. In addition to the Dashboard features described in the Agreement, the Dashboard will enable Agency to (a) request rides on behalf of Agency Users, and (b) view monthly statements setting forth trips requested on behalf of Agency Users. Agency expressly acknowledges and agrees that any and all transportation services are provided neither by Uber nor by Agency, but by independent third-party providers. Agency acknowledges that Agency will incur User Charges to the account of Agency, and not to the applicable Agency User's personal Uber user account or credit card.

2.2 Active Users; Guest Users; Designated Recipients. 2.1.1. Prior to requesting the Uber Service on behalf of any Agency User, Agency shall obtain from the Agency User and submit to Uber the following information with respect to such Agency User: (a) first and last name, (b) active telephone number, (c) pick-up and drop-off location; and (d) pick-up time and other optional trip related data (e.g. billing code, trip purpose, and Agency User Data
User or is a Guest User. Agency shall ensure that all data provided to Uber is accurate and complete, and Uber shall not be liable to Agency, any Agency User or any other party with respect to inaccurate or incomplete Agency User Data supplied to Uber by Agency.

2.1.2. Agency shall be solely responsible for contacting, or facilitating contact with, any Guest User for whom Agency requests the Uber Service. Uber shall have no responsibility for contacting or providing messaging of any sort pursuant to this Product Addendum to any individual who is not an Active User.

2.1.3. Agency may provide to Uber the name and phone number of Designated Recipient(s) in order for Uber to provide notifications and detailed trip information, including real- , to such Designated Recipient, including via SMS. Uber shall not be liable to Agency, any Agency User, any Designated Recipient, or any other party with respect to inaccurate or incomplete information supplied by Agency related to any Designated Recipient.

3. Privacy.

3.1. Definitions Agency Personal Data
relating to an identified individual, excluding any such information provided to Uber or any of its Affiliates by an Active User.

3.2. Roles of Parties. Each party is an independent controller of the Agency Personal Data and Uber Personal Data. Agency will provide Agency Personal Data to Uber, for the provision of the services as described in this Product Addendum. Agency will only process Uber Personal Data for administrative purposes, to manage access control and for activity review purposes. 744
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3.3. Compliance with Data Protection Laws. Each party shall comply with the obligations applicable to it under the Data Protection Laws with respect to the processing of personal data (which includes Agency Personal Data and Uber Personal Data).

3.4. Data Restrictions. 3.4.1. Agency Restrictions. Agency agrees that it will use (or authorize the use of) Uber Personal Data and the Dashboard personnel who have a legitimate business need to access such Uber Personal Data and the Dashboard. Agency will not disclose Uber Personal Data to any third parties unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein.

3.4.2. Uber Restrictions. Uber agrees that Uber shall use or disclose Agency Personal Data as necessary to provide the Uber Service or as required under applicable laws or regulations. Uber shall limit access to Agency Personal Data solely to Uber and its fficers, employees, consultants, or agents who have a legitimate business need to access such Agency Personal Data.

4. Effect of Termination. All outstanding payment obligations and Sections 1, and 3 - 4 of this Product Addendum shall survive the termination of this Product Addendum.

5. Warranties.

5.1. In addition to the warranties set forth in the Agreement, Agency represents and warrants that Agency will inform and obtain all necessary rights, permission and legally adequate consent from Agency to receive SMS messages or automated calls from Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum, and (z) for Uber to provide Agency and any Designated Recipients with detailed trip information, including real- Agency also represents and warrants that Agency will inform and obtain all necessary rights, permission and legally adequate consent from Designated Recipients (i) to share s from Uber in connection with Uber Central and the
Uber Service or to provide any communications pursuant to this Product Addendum. Agency acknowledges that it may elect to utilize the Dashboard to request the Uber Service on behalf of Guest Users. Any such election is at Agency's sole discretion, and, in addition to iates and
its and their directors, officers, employees, consultants, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable outside attorney fees) with respect to any third party claim, suit, action or proceeding arising out of or related to the use of the Uber Service by any Guest User.

An authorized representative of each party has caused this Product Addendum to be duly executed as of the Product Addendum Effective Date.

UBER TECHNOLOGIES, INC. [COUNTERPARTY NAME]
By: By:

Name: Name:

Title: Title:

Date: Date:
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v.1.0 10

UBER VOUCHERS PRODUCT ADDENDUM
TO THE

UBER TRANSIT DASHBOARD ACCESS AGREEMENT
Product Addendum Agreement ( Agreement
is entered into by and between [Counterparty Name] Agency Uber Product Addendum Effective Date
Undefined, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Product Addendum sets forth the terms under which an Agency may utilize the Dashboard to enable and use Uber Vouchers. In the event of any conflict between the terms of the Agreement and this Product Addendum, the terms of this Product Addendum shall govern with respect to Uber Vouchers.

1. Definitions. The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below:

Community Guidelines https://www.uber.com/legal/en/document/?name=general-communityguidelines&country=united-states&lang=en, as may be amended from time to time by Uber in its sole discretion.

Voucher Recipient
Recipients are Agency Users.

Design Guidelines
at https://developer.uber.com/docs/riders/guides/design-guidelines, as may be amended from time to time by Uber in its sole discretion pursuant to which Agency may use the Uber Trademark as set forth herein.

Program
order to use the Uber Service.

Redemption Value
full or partial payment for User Charges pursuant to this Product Addendum.

Uber Voucher
individual with an active Uber Account to receive a partial or full payment by Agency for User Charges up to the amount of the applicable Uber Voucher, subject to (a) any utilization requirements and limitations established by Agency, (b) the terms of this Product Addendum, and (c) other restrictions and limitations as Uber may determine from time to time that are generally applicable to all discount codes generated by Uber.

Utilization Amount

2. Access to Services. Upon execution of this Product Addendum and mutual agreement on the Scope of Work at Exhibit 1, Uber will use commercially reasonable efforts to enable the Agency to access Uber Vouchers via the Dashboard. In addition to the features described in the Agreement, the Dashboard will enable Agency to (a) create and/or distribute Uber Vouchers in accordance with the terms of the Agreement; (b) view and pay Monthly Statements; and (c) view current, appoint new, and remove Administrators. Uber reserves the right to add, remove and update features and functionality of the Dashboard at any time. Agency expressly acknowledges and agrees that any and all transportation services provided to Voucher Recipient are provided neither by Uber nor by Agency, but by independent third- keep and
maintain an accurate list of current Voucher Recipients to receive and utilize Uber Vouchers.

3. Utilization Amount. Upon redemption of an Uber Voucher by a Voucher Recipient or according to Batched Billing, Uber shall charge Agency the Utilization Amount of each such Uber Voucher, unless Agency participates in Monthly Billing, in which case Agency shall pay for the Utilization Amount pursuant to Section 6.2 of the Agreement. If the User Charges exceed the Uber Voucher value for an in
their Uber Account.

4. Uber Vouchers.

4.1. Creating Uber Programs and Uber Vouchers; Limitations.

4.1.1. Agency may create Programs within the Dashboard, which will generate Uber Vouchers for the Agency to distribute to Voucher Recipients. Uber shall run such Programs only in the countries where Uber makes Uber Vouchers available to the Agency.

Agency acknowledges and agrees that it is responsible for all marketing, promotion, and advertising of the Programs. 746
v.1.0 11

4.1.2. Agency may elect to either create a Program with: (a) a single Uber Voucher to distribute to all Voucher Recipients (a "Single Code"); or (b) individualized Uber Vouchers that Agency can distribute to each Voucher Recipient, which are limited to one (1) code per Voucher Recipient, and can only be used by the first Voucher Recipient who redeems the code (each an Individualized Code
intended if a Voucher Recipient shares the code with anyone other than a Voucher Recipient, (b) Uber has no way to prevent and bears no responsibility for such sharing or nonno matter who redeems an Uber Voucher under this Product Addendum.

4.1.3. Single Codes. For any Program that utilizes a Single Code, Agency may limit the number of times such code can be used; provided, however, Agency must clearly and conspicuously disclose to each Voucher Recipient (i) that use of the code is not guaranteed, and (ii) the materials terms and conditions of each Single Code. Agency acknowledges and agrees that: (i) a Single Code may be used by individuals (including those who are not Voucher Recipients) Agency did not intend to target, but Agency will be financially responsible for the number of times the Single Code is used to access the Uber Service; and (ii) for any individual that tries to access a Single Code after the usage limitations have been met, Uber will direct such individual to contact Agency about such Single Code. Notwithstanding anything to the contrary, Agency acknowledges and agrees that in no event will Uber be liable to (i) any Voucher Recipients who were targeted to receive a Single Code but were unable to utilize such Single Code, or (ii) Agency non-fulfillment of the Single Code as a result of usage limitations set by Agency.

4.1.4. Individualized Codes. For any Program that utilizes Individualized Codes, Agency bears responsibility to correctly deliver such codes to Voucher Recipients and to clearly and conspicuously disclose the material terms and conditions of each Individualized Code to each Voucher Recipient. Agency acknowledges and agrees that for any individual that tries to access an Individualized Code after such code has expired, Uber will direct such individual to contact the Agency about such Individualized Code. Notwithstanding anything to the contrary, Agency acknowledges and agrees that in no event will Uber be liable to (i) any Voucher Recipients who were targeted to receive an Individualized Code but were unable to utilize such Individualized Code, or (ii) -fulfillment of the Individualized Code as a result of usage limitations set by Agency.

4.1.5. Uber Delivered Vouchers. In addition to creating Programs under this Product Addendum, Agency may choose to create an Uber Voucher for a specific Voucher Recipient by (i) requesting that Uber deliver such Uber Voucher to the Voucher Recipient via SMS message or by another agreed Uber Delivered Voucher Uber Delivered Voucher, Agency shall obtain consent from the Voucher Recipient and submit to Uber the following information with respect to such Voucher Recipient: (a) first and last name, (b) active telephone number and/or email address, (c) and all Voucher Recipient Data
the user via SMS message, email, the Uber App, or by another delivery method. Agency shall ensure that any Voucher Recipient Data Agency provides to Uber is accurate and complete, and Uber shall not be liable to Agency, any Voucher Recipient, or any other party with respect to inaccurate or incomplete data supplied by Agency.

4.2. Uber Voucher Limitations. Agency shall ensure the maximum aggregate Redemption Value of Uber Vouchers that Agency has g or
Monthly Billing, unless Uber agrees in writing to allow Agency to distribute a different aggregate Redemption Value of Uber Vouchers.

Each Uber Voucher created by Agency shall: (a) expire no later than twelve (12) months following the date on which Agency created the Uber Voucher; (b) have a minimum Redemption Value, as specified in the Dashboard, for each country in which Agency creates an Uber Voucher; (3) be valid for redemption in areas where Uber Vouchers are available until such Uber Voucher expires; and (4) be feasibly usable for the Voucher Recipient receiving such Uber Voucher (e.g., a Voucher Recipient cannot be located in New York, New York and receive a code that is only valid in San Francisco, California).

4.3. Restrictions of Use. Agency cannot use Uber Vouchers with any third-party promotion, agreement, relationship, marketing plied, the
Uber Voucher to an Uber Account without first disclosing all of the disclaimer set forth in Section 4.5.3 below.

4.4. Modification or Cancellation of Uber Vouchers. After Agency creates a Program, Agency may only: (a) update a Program to ipients;
or (b) cancel a Program in its entirety, in which case Agency shall immediately notify all Voucher Recipients that (i) such Program is canceled n approval. Agency acknowledges and agrees that if Agency modifies or cancels a Program: (a) Agency remains financially responsible to Voucher Recipients who received an Uber Voucher from Agency, whether or not the Voucher Recipient used such Uber Voucher before Agency modified or canceled the Program; and (b) that if an individual is unable to use an Uber Voucher for any such modified or canceled Program, Uber will direct such individual to contact Agency about any modification or cancellation issues. Notwithstanding anything to the contrary, Agency acknowledges and agrees that in no event will Uber be liable to: (a) Voucher Recipients who received m by
-fulfillment of the Uber Voucher as a result of a modifications to or cancellation of the Program by Agency.
747
v.1.0 12

4.5. Marketing and Messaging Related to Uber Vouchers.

4.5.1. Marketing Guidelines. At all times during the Term, Agency shall follow the marketing guidelines available at https://developer.uber.com/docs/riders/guides/design-guidelines, which Uber may update from time to time in its discretion, and any other marketing guidelines the parties have agreed to that the parties have agreed to.

4.5.2. Agency Delivery of Uber Vouchers to Voucher Recipients. In the event Agency is delivering Uber Vouchers to Voucher Recipients, Uber will deliver Uber Vouchers to Agency in the form of code links, that Agency may deliver to Voucher Recipients via email or, if Agency has obtained legally-adequate consents under TCPA SMS
sender of the email as defined by the CAN-SPAM Act and that Uber does not appear as the sender of such email. In the event that Agency delivers any Uber Vouchers via SMS message, Agency shall ensure that it has affirmative legally-adequate written consent from all Voucher Recipients to send them such messages and will make clear in all such messages that they are being sent by Agency (as opposed to Uber). Agency shall not deliver or attempt to deliver any Uber Vouchers through a public-facing or accessible website/page or via social media.

4.5.3. Uber Vouchers Disclaimer. Agency shall ensure that any delivery or distribution by Agency of an Uber Voucher to a Voucher Recipient, or any communication related thereto, shall include a prominent disclaimer notifying the Voucher Recipient that: (a) such Uber Voucher may only be
Uber Voucher is subject to a specific, defined expiration date; (c) such Uber Voucher is subject to specific, defined geographic restrictions; (d) such Uber Voucher is subject to a specific, defined maximum Redemption Value; (e) such Uber Voucher cannot be redeemed for goods or services outside of the Uber App; (f) once redeemed by a Voucher Recipient, any Uber Voucher value is not transferable to other Uber accounts, users or products; (g) Voucher Recipient and Agency will not receive any value or credit for any unused portions of such Uber Voucher; and (h) such Uber Voucher has no cash value and may not be redeemed for cash, except as required by law. The following is a prevalue. One-time use only. Maximum discount of $[#] per redemption. Maximum of [#] [trips] per account. To redeem discount, Uber Voucher code [INSERT LINK] must be applied to Payment section of the Uber App prior to requesting the intended [trip]. Uber Voucher valid [DATE], [TIME], through [DATE], [TIME] [or, if applicable: Uber Voucher valid between [TIME] and [TIME] on [DATE]].

Uber Voucher expires [DATE] at [TIME]. Uber Voucher is only valid for trips placed using [add any vehicle or other restrictions as applicable]. Taxes and other fees will be covered provided that the value of the Uber Voucher is greater than the total order amount. Offer is non-transferable, subject to change or cancellation. Issues involving redemption and/or use of the Uber Voucher the above pre-approved disclaimer paragraph the fo
Can only be used by the first person who redeems the code. Non4.6. Uber Account Required.

4.6.1. Active Uber Account Required. Agency acknowledges and agrees that before a proposed individual Voucher Recipient can utilize an Uber Voucher pursuant to this Product Addendum, such proposed Voucher Recipient must have an active Uber Account to activate such Uber Voucher.

4.6.2. Restrictions. In addition to the restrictions set forth in Section 4 of the Agreement, Agency shall not, and shall not authorize others to modify or alter any Uber Voucher as created pursuant to this Product Addendum.

5. Uber Voucher Usage.

5.1. Uber Vouchers must be used by the recipient for personal use and cannot be resold by the recipient. Any additional marketing or advertising of the voucher by the recipient must comply with the terms of this Agreement.

5.2. Agency is responsible for lost, stolen, or misused Uber Vouchers unless otherwise required by law.

5.3. balances and/or request alternative forms of payment if Uber determines, in its sole discretion, that any Uber Voucher issued hereunder is or has been fraudulently obtained or used.

5.4. Uber may cease offering the Uber Vouchers product at any time and for any reason.

6. Intellectual Property.

6.1. Use of Uber Marks; Guidelines
approval, which shall be deemed granted with respect to such uses compliant with the Design Guidelines. Agency will comply with the 748
v.1.0 13
Design Guidelines, including without limitation, all additional directions given by Uber to Agency as to the content, colors,

6.2. Inspection of Records.
records, marketing materials, and communications (including but not limited to, email and SMS messages that Agency, any of its Affiliates, or any other third party sent to Voucher Recipients in connection with an Uber Voucher) that include the Uber Trademark Records
Records. In the event Uber, in its sole discretion, determines the Agency has not met its obligations with respect to the Uber Trademark as set forth in this Product Addendum, then Uber may terminate this Product Addendum and take any additional measures afforded to it by law or under the Agreement. Agency shall preserve, and shall cause all of its Affiliates to preserve, all of the aforesaid Records for a period of at least two (2) years from the termination or expiration of this Product Addendum.

7. Warranties. In addition to the warranties set forth in the Agreement, Agency represents and warrants that: (a) Agency shall comply with all applicable laws and regulations applicable to the performance of its obligations hereunder; (b) as it relates to Age involving the Uber Vouchers, including but not limited to the Programs, and the marketing, promotion, and any other forms of communication regarding the Uber Vouchers, Agency will (i) comply with the Design Guidelines, the Uber Voucher Marketing Guidelines, Community Guidelines, and all applicable law (including, without limitation, CAN-SPAM and TCPA); and (ii) ensure that any such marketing, promotion, or other form of communications does not harm the goodwill or reputation of Uber; (c) Agency is responsible for the full cost of all Uber Vouchers used, whether or not used as intended by Voucher Recipients or others; (d) if Agency modifies or cancels a Program, Agency remains responsible for the full cost of all Uber Vouchers distributed, whether or not used by Voucher Recipients; and (e) Agency will inform and obtain all necessary rights, permission, and legally-adequate consent from Voucher Recipients:
(i) to receive SMS messages and other communications from Uber in connection with Uber Vouchers and the Uber Service; and (ii) for Uber to provide Agency with detailed trip information, including real-time trip status, for any trips such Voucher Recipient takes using the Uber Voucher created by Agency.

8. Privacy and Security. 8.1. means information provided by the Agency to Uber in connection with the Agreement relating to an identified individual, excluding any such information provided to Uber or any of its Affiliates by a Voucher Recipient.

8.2. Roles of Parties. Each party is an independent controller of the Agency Personal Data and the Uber Personal Data. Agency will provide Agency Personal Data to Uber, for the provision of services as described in this Product Addendum. Agency will only process Uber Personal Data for administrative purposes, to manage access control and for activity review purposes.

8.3. Lawfulness. Agency agrees to inform, and have an applicable legal basis to process personal data, and, where necessary, obtain ency with
detailed information on, and real-time trip status of, the rides or meals charged to Agency's Corporate Account; and (c) to receive SMS messages and emails from Uber, and for Uber to otherwise contact each Voucher Recipient for the purpose of providing the Uber Service or to provide any communications pursuant to the Agreement.

8.4. Data Restrictions. 8.4.1. Agency Restrictions. Agency agrees that it will use (or authorize the use of) Uber Personal Data and the Dashboard sonnel
who have a legitimate business need to access such Uber Personal Data and the Dashboard. Agency will not disclose Uber Personal Data to any third parties unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein.

8.4.2. Uber Restrictions. Uber agrees that Uber shall only use or disclose Agency Personal Data for the purposes described in this Agreement.

8.5. Compliance with Data Protection Laws. Each party shall comply with the obligations applicable to it under the Data Protection Laws with respect to the processing of personal data.

8.6. Public Records Laws. Uber acknowledges that Agency may be subject to public records disclosure laws. Agency agrees to make diligent efforts to limit disclosure pursuant to any available bases stated in [STATE FOIA LAW] or other applicable law, to notify Uber of such disclosure requirements at least five (5) days before disclosure, and to allow Uber reasonable opportunity to object to production.

If Agency determines the material is not exempt from public disclosure law, Agency will notify Uber of the request and allow Uber twenty (20) business days to take whatever action it deems necessary to protect its interests. If Uber does not take any such action within said period, Agency may release the portions of record(s) deemed by Agency to be subject to disclosure. If Agency is required to 749
v.1.0 14
al
Information from such records to the extent permissible by applicable law and final judgment.

8.7. Nonpublic Information. If Agency mistakenly, inadvertently or inappropriately obtains access to any personal data related to an Uber Voucher or the Uber Services utilized by a rider or other Uber user in connection with this Product Addendum, Agency shall immediately notify and return it to Uber (and shall cause its Representatives to do the same). Agency shall not (i) copy, duplicate or otherwise reproduce or retain any portion of any personal data in any form or manner whatsoever, nor permit any of its Representatives to do so, nor (ii) enhance any database or any other files or other media by using any personal data.

9. Indemnification.

9.1. Uber, its Affiliates, and its and their respective directors, officers, employees, consultants, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable outside attorney fees) with respect to stribution of Uber
Voucher
to Voucher Recipients in any manner in any media. For avoidance of doubt, in the event that Voucher Recipients are unable to redeem an Uber Voucher because the funds attributable to such Uber Voucher have already been used, Agency shall indemnify Uber for any claims made by such Voucher Recipients.

9.2. Uber shall provide prompt notice to the Agency of any potential claim subject to indemnification hereunder. Agency will assume the defense of the claim through counsel designated by it and reasonably acceptable to Uber. Agency will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of Uber, which will not be unreasonably

10. Use of Agency Logo. Uber App, push notifications, emails, and SMS messages to help Voucher Recipients identify Uber Vouchers created by Agency.

11. Effect of Termination. Accrued and outstanding payment obligations, Sections 1, 3, 7 10 shall survive the expiration or termination of the Agreement.

An authorized representative of each party has caused this Product Addendum to be duly executed as of the Product Addendum Effective Date.

UBER TECHNOLOGIES, INC. [COUNTERPARTY NAME]
By: By:

Name: Name:

Title: Title:

Date: Date:
750
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Exhibit 1
Scope of work
Dashboard Access Agreement
Program Details
Name of program
Location of services
Background/purpose What prompted this project?
What is your vision for it?
What does success look like?
Scope/objective What problem are we trying to solve?
What are the requirements? What other third-party partners or software providers will participate in the program? Target audience/special
eligibility requirements
Program budget Monthly budget: (Please provide an estimate so we can ensure enough credit) Annual budget:

Contract budget:

Funding source [ ] Federal: _____________________
[ ] State: _______________________
[ ] Local: _______________________
[ ] Other: _______________________________
Deliverables
751
v.1.0 16
Program start date
Period of performance Contract term(s)
Products [ ] Uber Vouchers
[ ] Uber Central
Vehicles [ ] Uber X
[ ] Uber Green
[ ] Uber Comfort
[ ] Other: _______________
Geographic restrictions Please note for all geographic restrictions the agency should be prepared to provide Uber with a shapefile in KML or GeoJSON format.

Days of operation Monday - Friday
Hours of operation 9:30 AM - 11:30 PM
Agency subsidy level per trip What is the subsidy amount the agency is offering, for example, up to $15 per trip. Rider fare If the rider should be responsible for an upfront fare, please define that fare structure here, Subsidy allowance per person Is there a usage cap, for example, 10 Uber Vouchers per month? Program distribution [ ] Uber email
[ ] Uber blog post
[ ] Other: _________________________ (Uber CRM campaign, for high value/strategic opportunities only)
752
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Reporting
Data reporting [ ] Unique trip ID
[ ] Date/time
[ ] Cost/fare
[ ] Trip origin/destination
[ ] Include lat/Long data
[ ] Trip distance
[ ] Trip duration
[ ] Other: _____________________
Billing
Billing method [ ] Credit card
[ ] ACH (must meet $2K monthly spend to activate)
Special requirements
753
v.1.0 18
Special conditions [ ] Include tip with subsidy
[ ] Uber Central special requirements:
[ ] Bulk Upload/Batch rides
[ ] Round trips
[ ] Recurring trips
[ ] Multi-destination trips
[ ] Flex trips
[ ] Sales tax exempt (Must include supporting documentation, does not apply to Vouchers)
[ ] Other : _____________________
Please note any special requirements (reporting format, delivery method, frequency), marketing support, cash collection, and service legal agreements here.

Exhibit 2
Trademarks and Territory
Uber Marks
Trademark Description Territory
UBER Word mark United States
Rider Logo United States
754
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Agency Marks
Trademark Description Territory
[INSERT AGENCY MARKS HERE]
755
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements Type 6(a):

Transportation Providers
Type 6 Page 1 of 3
Revised: June 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.

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

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability and Automobile 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 and Automobile 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 and automobile liability, as well as a waiver of subrogation for insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

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

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

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

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

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

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

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

4. coverage.

5. Original and Separate Waiver of Subrogation for . 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 found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
756
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements Type 6(a):

Transportation Providers
Type 6 Page 2 of 3
Revised: June 2011
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 minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate).

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

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

Automobile Liability $5,000,000 per occurrence for bodily injury and property damage.

Policy shall be endorsed to name the City of Richmond as an additional insured.

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

Additional Insured Endorsement Applicable to General and Auto Liability Coverage.

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

For general liability coverage, ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61. Primary and Noncontributory 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 for Workers Compensation coverage during the life of this contract. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61. Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

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

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies. 757
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements Type 6(a):

Transportation Providers
Type 6 Page 3 of 3
Revised: June 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or nonrenewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

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, 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 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 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.
758

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June 16, 2026
Rent Program
DATE: June 16, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Fred Tran, Rent Program Executive Director
Subject: Establishing the Fiscal Year 2026-27 Residential Rental Housing Fee
FINANCIAL IMPACT: There is no financial impact associated with this item.

The Residential Rental Housing Fee fully funds the Rent Program and does not require General Fund support.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

The purpose of the Fair Rent, Just Cause for Eviction,
and Homeowner Protection Ordinance is to promote
housing stability and affordability for Richmond renters to the greatest extent allowable under California law while providing Landlords a fair return. In accordance with
Section 11.100.060(l) of the Richmond Fair Rent, Just
Cause for Eviction, and Homeowner Protection
Ordinance, after receiving the Rent Board’s
recommendation on the amount of the Residential Rental
Housing Fee, the City Council shall determine the
amount of the fee by voting on the Rent Board’s
recommendation. The Rent Board is requesting the
adoption of a resolution amending the Master Fee
Schedule by establishing the Residential Rental Housing Fee for Fiscal Year 2026-27.

AGENDA
REPORT
759

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June 16, 2026
RECOMMENDED ACTION: ADOPT a resolution establishing the Fiscal Year 2026-27 Residential Rental Housing Fee in the amount of $261
per Controlled (Fully Covered) Rental Unit and $149 per Partially Covered Rental Unit – Rent Program (Fred Tran 510-620-6537).

DISCUSSION:

Background
The Rent Program is funded by a Residential Rental Housing Fee, paid by all Landlords of Rental Units in the City of Richmond in accordance with Section 11.100.060(l)(1) of the Fair Rent, Just Cause for Eviction, and Homeowner Protection Ordinance (“Rent Ordinance”). The amount of the Rental Housing Fee is determined annually when the City Council votes on the Rent Board’s recommendation of the amount of the fee.

Under Section 50076 of the California Government Code, fees charged for any service or regulatory activity must not exceed the reasonable cost of providing the service.

Those fees must be approved by the City Council, as the legislative body, in a public session. Thus staff prepared a fee study to ensure that the Residential Rental Housing Fee recommended by the Rent Board and charged to Landlords is commensurate to the level of services provided by the Rent Program.

Fiscal Year 2026-27 Rental Housing Fee Study
The fee study is designed to allow the Rent Program Department to recover costs of all budgeted operations, including, but not limited to:
 Personnel costs of staff, benefits, and overtime;
 Risk management and supplemental liability insurance plan (SLIP);  Cost Pool charges allocated for indirect costs and administrative services by central service departments (e.g., City Council, City Manager, City Clerk, Finance, Human Resources, Information Technology, etc.) allocations and an offset credit from the City with a Transfer In per a Cooperation Agreement;
 Information Technology (IT) expenses associated with a property and rent-tracking database (iMS and TRAKiT) and maintenance of computer hardware and software;  Costs of education and outreach, including the printing and distribution of print materials and hosting of community workshops and seminars;  Contracts for legal, translation, interpretations, and other professional services and trainings.

Comparison of Fiscal Year 2026-27 Fee to Prior Year Fees The Rental Housing Fee for the 2026-27 fiscal year is recommended at: $261 for Fully Covered (Controlled) Rental Units and $151 for Partially Covered Rental Units. The table below compares the proposed Fiscal Year 2026-27 Rental Housing Fee to prior year fees.
760

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June 16, 2026
Fiscal Year
Fully Covered
(Controlled)
Rental Units
Partially Covered
Rental Units
2017-18 $145 $145
2018-19 $207 $100/$50 (Gov. Subsidized)
2019-20 $212 $112
2020-21 $219 $124
2021-22 $218 $123
2022-23 $226 $127
2023-24 $220 $125
2024-25 $238 $135
2025-26 $267 $151
2026-27 $261 $149
Next Steps
Following adoption of the Fiscal Year 2026-27 Residential Rental Housing Fee by the City Council, the fee will be incorporated into the Master Fee Schedule and charged to all Richmond Landlords in accordance with the Rent Ordinance.

DOCUMENTS ATTACHED:

Attachment 1 – Resolution
761
Reso. No. XX-26

Page 1 of 3 ends

RESOLUTION NO. _____ - 26

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND ESTABLISHING THE FISCAL YEAR 2026-27 RESIDENTIAL RENTAL HOUSING

FEE IN THE MASTER FEE SCHEDULE FOR SERVICES RENDERED BY THE CITY

OF RICHMOND RENT PROGRAM
WHEREAS, Section 11.100.060(l) of the Municipal Code of the City of Richmond provides that the Rent Board of the City of Richmond shall finance its reasonable and necessary expenses by charging Landlords annual registration fees in amounts deemed reasonable by the Rent Board; and
WHEREAS, Section 11.100.060(l)(1) of the Municipal Code of the City of Richmond provides that all Landlords shall pay a business license fee if required by the Richmond Municipal Code plus a Residential Rental Housing Fee, the amount of which shall be determined by the City Council after a recommendation by the Rent Board is provided to the City Council; and WHEREAS, at its meeting on July 25, 2017, the City Council of the City of Richmond adopted Ordinance 16-17 N.S., establishing (1) the Residential Housing Fee in the Master Fee Schedule; (2) a late penalty of 10% of the Residential Rental Housing Fee (“Fee”) for Fees paid 1-30 days late, 25% of the Fee for those paid 31-60 days late, and 50% of the Fee for those paid over 60 days late; and (3) provisions to allow liens to be placed on properties owned by Landlords who fail to pay the Residential Rental Housing Fee; and WHEREAS, following the Rent Board’s approval of the Fiscal Year 2026-27 Residential Rental Housing Fee Study, and following the Board’s adoption of the Fiscal Year 2026-27 Rent Program budget, the Rent Board, at its meeting on May 13, 2026, adopted a motion recommending to the City Council that the City Council adopt for Fiscal Year 2026-27 a Residential Rental Housing Fee in the amount of $261.00 per Controlled (Fully Covered) Rental Unit and $149.00 per Partially Covered Rental Unit: and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richmond that the Master Fee Schedule is hereby amended to change the Residential Rental Housing Fee from $267.00 per Controlled (Fully Covered) Rental Unit and $151.00 per Partially Covered Rental Unit for Fiscal Year 2025-26 to the following: $261.00 per Controlled (Fully Covered) Rental Unit and $149.00 per Partially Covered Rental Unit for Fiscal Year 2026-2027 as further described and attached hereto as Exhibit A and incorporated herein by this reference. *****************************
762
Reso. No. XX-26

Page 2 of 3 ends

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 ___________, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:
____________________________________
City Clerk of the City of Richmond
(SEAL)
Approved:
_________________________
Mayor
Approved as to form:
_________________________
City Attorney
763
Reso. No. XX-26

Page 3 of 3 ends

EXHIBIT A
Commencing with the effective date of this Resolution ___- 26 the fee established in Ordinance 16-17 N.S., Section 1, shall be as follows:

Description Current Fee Proposed Fee
RMC 6.38.110 Section 5 allows the City to collect fees solely to defray actual cost. RMC

6.02.180

RENT PROGRAM

RESIDENTIAL RENTAL HOUSING FEE
Administration of the
Fair Rent, Just
Cause for Eviction,
and Homeowner
Protection
Ordinance
(RMC 11.100)
Fiscal Year 2025-26
(Per Controlled (Fully
Covered) Rental Unit):
$267.00
(Per Partially Covered
Rental Unit):
$151.00
Fiscal Year 2026-27
(Per Controlled (Fully Covered) Rental Unit):
$261.00
(Per Partially Covered Rental Unit):
$149.00
764

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June 23, 2026
City Manager's Office
Finance Department
DATE: June 23, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Shasa Curl, City Manager
Nickie Mastay, Deputy City Manager, Internal Services
LaShonda White, Deputy City Manager, Community
Services
Emily Combs, Director of Finance
Mubeen Qader, Deputy Director of Finance
Antonio Banuelos, Accounting Manager
Jerry Gurule, Accounting Manager
Subject: Fiscal Year (FY) 2026-27 Operating Budget and FY 2026- 27 to FY 2030-31 Five-Year Capital Improvement Plan
FINANCIAL IMPACT: Adoption of the Fiscal Year (FY) 2026-27 Proposed Operating Budget and the FY 2026-27 to 2030-31 FiveYear Capital Improvement Plan does not create a financial impact outside of what is already included and accounted for within the proposed budgets. The
proposed General Fund revenue budget is $324,670,119
with expenditures totaling $276,170,119. FY 2026-27
non-General Fund budgets include $271,560,669 in
revenue and $360,883,331 in expenditures.

PREVIOUS COUNCIL
ACTION:

May 5, 2026
May 19, 2026
May 26, 2026
June 9, 2026
June 16, 2026

STATEMENT OF THE
ISSUE:

In accordance with the Richmond Municipal Code
Sections 2.61.010 and 2.61.020, the City Manager is
submitting the Fiscal Year (FY) 2026-27 Proposed
Operating Budget and the Proposed FY 2026-27 to FY
2030-31 Five-Year Capital Improvement Plan Budget to
the City Council for adoption.

AGENDA
REPORT
765

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June 23, 2026
RECOMMENDED ACTION: ADOPT resolutions approving: (1) Fiscal Year (FY) 2026- 27 Proposed Operating Budget, and (2) FY 2026-27 to
FY 2030-31 Proposed Five-Year Capital Improvement
Plan Budget – City Manager’s Office/Finance Department
(Shasa Curl/Emily Combs/Mubeen Qader 510-412-
2077).

DISCUSSION
Budget Development Process
The Fiscal Year (FY) 2026-27 budget development process included a structured series of public City Council meetings between May 5 and June 16, 2026. These meetings provided the City Council and the community with multiple opportunities to review the draft Operating Budget, the Five-Year Capital Improvement Plan (CIP), departmental operations, the General Fund Forecast, and key policy considerations.

In addition to the City Council budget review meetings summarized in Table 1 below, City staff also held three community budget meetings, including one with the Richmond Neighborhood Coordinating Council in April, providing residents with opportunities to learn about the budget, ask questions, and share input on funding priorities.

Table 1: Summary of FY 2026-27 Budget Review Meetings
Date Meeting Purpose Key Topics Reviewed
May 5, 2026 Introduction of Draft Budget (per RMC

2.61.010)
City Manager submitted draft FY 2026-27
Operating Budget and FY 2026-31 CIP; initial
departmental presentations (Community
Development, Police, Public Works).

May 19, 2026 Continued Departmental Presentations
Presentations from Community Services,
Economic Development, Fire; updates on global
market conditions and operational considerations.

May 26, 2026 Budget Study Session
Full Five-Year CIP, General Fund Five-Year
Forecast, additional departmental updates (City
Attorney, City Clerk, City Manager, Internal
Services).

June 9, 2026 Special Budget Study Session
Reviewed balanced budget & FY 2026-31 CIP;
discussed Option 1 and Option 2; identified
project shortfalls (Richmond Wellness Trail II, SF
Bay Trail at Point Molate, Shields-Reid Park,
Wendell Park).

June 16, 2026 Final Review Prior to Adoption
City staff presented funding alternatives to close
CIP shortfalls; City Council provided final direction
for June 23 adoption materials.

Following the structured review process, the City Council continued its evaluation of the draft budget at the June 9, 2026, Special Budget Study Session. As part of that 766

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June 23, 2026
discussion, the City Council was presented with two approaches for finalizing the budget. Option 1 reflected the proposed balanced budget and maintained all existing service levels and initiatives. Option 2 identified areas that could be considered for potential reprioritization while still maintaining a balanced budget. These options helped frame the remaining considerations needed to complete the budget process.

At the June 9, 2026, City Council meeting, the City Council directed City staff to conduct additional analysis of the CIP to identify feasible strategies for addressing the remaining $2.7 million in project shortfalls (Richmond Wellness Trail Phase II, San Francisco Bay Trail at Point Molate, Shields-Reid Park, and Wendell Park). This work included reviewing project schedules, scopes, funding restrictions, and opportunities for deferral or alternative funding. These options were presented during the June 16, 2026, City Council meeting, where the City Council reviewed the near final FY 2026-27 Operating Budget and FY 2026-31 CIP and provided the direction needed to prepare the materials for final adoption.

The proposed FY 2026-27 Budget now reflects the guidance provided by the City Council on June 16, 2026, and aligns with the City’s fiscal policies for long term sustainability, structural balance, and responsible stewardship of public resources.

Consistent with Government Finance Officers Association (GFOA) best practices, the final budget emphasizes transparency, accountability, and alignment with adopted City Council Goals and Priorities. The balanced Operating Budget maintains status quo service levels and supports priority investments identified throughout the budget development process.

SUMMARY
The proposed FY 2026-27 Operating and Capital expenditure budgets total $637,053,449, of which $276,170,119 is from the General Fund and $360,883,331 is from non-General Fund sources.

General Fund: The proposed FY 2026-27 budget $324,670,119 in revenue, which includes $48,500,000 in limited-term revenue. Proposed General Fund expenditures total $276,170,119.

Per City Council direction on April 28, 2026, the City will conduct a separate community engagement process, led by a qualified consultant, to gather input and develop recommendations on how these limited-term funds should be prioritized and used. This process is designed to ensure broad community participation, transparency, and alignment with long-term community priorities. Through this effort, residents and stakeholders will help identify one-time investments, spending principles, and priority areas for City Council consideration.

Table 2 illustrates the changes in total General Fund revenues and expenditures from the Draft Budget presented on May 5, 2026, through June 23, 2026. 767

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June 23, 2026
Table 2: Proposed General Fund Budget
General Fund FY 2025-26
Revised Budget
FY 2026-27
Proposed Draft
Budget
May 5, 2026
FY 2026-27
Proposed Draft
Budget
June 16, 2026
FY 2026-27
Proposed Draft
Budget
June 23, 2026
Total Revenues (309,961,114) (323,836,742) (324,670,119) (324,670,119) Total Expenditures 274,589,413 275,336,742 276,170,119 276,170,119 Net (-Surplus)/+Deficit (35,371,700) (48,500,000) (48,500,000) (48,500,000) Use Of Fund Balance (One-Time) 13,128,300
Remaining Limited-Term Revenue (48,500,000) (48,500,000) (48,500,000) (48,500,000) General Fund Revenue: The proposed FY 2026-27 revenue budget is $324,670,119, which is an increase of $14.7 million, or 4.7 percent compared to the FY 2025-26 revised General Fund revenue budget. Utility Users Tax and Sales & Use Tax represent the largest areas of growth. The General Fund revenue is summarized below and is detailed in Attachment 5 – General Fund Revenue and Expenditure Summary:
 Property Taxes ($60.1 million)
 Sales & Use Tax ($63.4 million)
 Utility Users Tax ($70.5 million)
 Other Taxes ($28.4 million)
 Licenses Permits & Fees ($18.4 million)
 Operating Transfer-In ($23.3 million)
 Other Revenues ($50.2 million)
 Miscellaneous Revenue ($10.4 million)
General Fund Expenditures: The proposed FY 2026-27 expenditure budget is $276,170,119. Major expenditure categories are summarized below, and additional detail is provided in Attachment 5 – General Fund Revenue and Expenditure Summary:
 Salary/Wages and Fringe Benefits ($185.3 million)
 Cost Pool ($19.2 million)
 Professional and Administrative Costs ($28.7 million)  Transfers Out ($21.3 million)
 Other Operating ($8.7 million)
 Utilities ($7.3 million)
 Other Categories ($5.7 million)
Personnel-related costs remain the City’s fastest-growing and largest expenditure category. Since FY 2021-22, there has been a $54 million increase in personnel costs, including salaries, benefits, classification and compensation studies, MOU negotiations, and other related costs. In addition, there has been an increase of 103 filled FTEs.

There has also been a net increase of 141.5 positions added to position control through FY budget adoptions and City Council requests since FY 2020-21. The adopted position control in FY 2020-21 included 669.5 budgeted FTEs. As of May 31, 2026, there were 680 filled FTEs. This represents an increase of 99 FTEs, calculated as 680 FTEs as of May 31, 2026, minus 581 FTEs in FY 2021-22. The General Fund budget needs to be balanced using an approximate 12 percent vacancy rate, which generates 768

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June 23, 2026
approximately $16.4 million in vacancy savings for FY 2026-27. This vacancy rate may increase further as new public safety Memoranda of Understanding (MOUs) are approved due to associated increases in salary and benefit costs. Attachment 4 provides a multi-year comparison of all full-time equivalent (FTE) positions in position control across every City department, including a column indicating the number of filled positions to provide additional transparency into vacancy levels City-wide.

Non-General Funds: The proposed non-General Fund budget totals $360,883,331 and includes funds dedicated to housing programs, debt service obligations, enterprise operations, and other essential City operations. A detailed summary of the Non-General Fund by Category summary of budget is provided in Attachment 3 – Fiscal Year 2026- 27 Comprehensive Budget by Fund.

Capital Improvement Plan (CIP): The proposed CIP budget totals $138,066,359 and spans multiple funds (see Attachment 6 – Capital Improvement Plan FY 2026-27 to FY 2030-31). The plan outlines a range of projects over a five-year period, including some that remain unfunded. The first year, FY 2026-27, represents the proposed budget, with funding for approved projects allocated annually.

Proposed Budget Adjustments
The adjustments described below reflect City Council direction provided on June 16, 2026, to finalize the Proposed FY 2026-27 Operating Budget and associated capital funding decisions.

GENERAL FUND
There is no net impact to the proposed FY 2026-27 General Fund budget resulting from the proposed adjustments, as reflected in Tables 3 and 4 below.

Table 3: FY 2026-27 General Fund Revenue – Final Adjustments Summary General Fund Revenues
FY 2025-26
Revised
Budget
FY 2026-27
Draft Budget
June 16, 2026
FY 2026-27
Draft Budget
June 23, 2026
Change
June 16
vs.

June 23
Property Taxes 58,329,291 60,134,838 60,134,838 -
Sales & Use Tax 60,163,807 63,437,266 63,437,266 -
Utility Users Tax 66,351,265 70,472,872 70,472,872 -
Other Taxes 28,399,659 28,399,004 28,399,004 -
Licenses, Permits & Fees 17,274,036 18,359,604 18,359,604 - Fines & Forfeitures 200,000 760,000 760,000 -
Interest Income 3,030,545 3,530,545 3,530,545 -
Charges For Services 3,724,495 4,621,757 4,621,757 -
Other Revenue 50,167,500 50,187,500 50,187,500 -
Rental Income 791,157 766,657 766,657 -
Intergovernmental State Taxes 150,000 150,000 150,000 - Intergovernmental State Grant 180,000 230,000 230,000 - Intergovernmental Other Grant 290,000 290,000 290,000 - Proceeds from Sale of Property 15,000 15,000 15,000 -
Loan/Bond Proceeds 40,400 40,400 40,400 -
Transfers In 20,853,959 23,274,676 23,274,676 -
Total Revenues 309,961,114 324,670,119 324,670,119 -
769

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June 23, 2026
Table 4: FY 2026-27 General Fund Expenditures – Final Adjustments Summary General Fund
FY 2025-26
Revised
Budget
FY 2026-27
Draft Budget
June 16, 2026
FY 2026-27
Draft Budget
June 23, 2026
Change
June 16
vs.

June 23
Salaries & Wages 96,457,653 101,692,402 101,692,402 -
Fringe Benefits 75,086,982 83,604,741 83,604,741 -
Professional & Administrative 28,218,980 28,743,511 28,743,511 - Other Operating 8,528,480 8,679,889 8,679,889 -
Utilities 7,828,970 7,302,430 7,302,430 -
Equipment & Contract Services 5,337,487 5,491,635 5,491,635 - Provision For Insurance Loss 46,500 50,500 50,500 -
Cost Pool 21,145,184 19,246,861 18,596,861 (650,000)
Asset/Capital Outlay 3,417,773 3,455,390 3,455,390 -
Debt Service Expenditure 775,647 174,047 174,047 -
Cost Plan Reimbursement (3,362,171) (3,530,279) (3,530,279) - Grant Expenditures - - - -
Transfers Out 31,107,929 21,258,991 21,908,991 650,000
Total General Fund Expenditures 274,589,413 276,170,119 276,170,119 - Hilltop Green Wildfire Mitigation Reallocation - $60,000: Based on City Council direction provided on June 16, 2026, the Proposed FY 2026-27 Operating Budget includes a reallocation of $60,000 within the Public Works Department, Parks and Landscaping Division. This adjustment repurposes existing wildfire-mitigation funding to support work associated with the Hilltop Green emergency egress area. This supports the City’s ongoing wildfire-risk reduction efforts. This change is cost-neutral to the General Fund budget.

General Fund Cost Pool Reductions and Transfer to the General Capital Fund - $650,000: Consistent with City Council direction on June 16, 2026, the City will defer planned FY 2026-27 fleet replacements. As a result, the associated General Fund cost-pool charges to departments are no longer required. Specifically, the Fire Department will no longer be charged $470,000 for its scheduled vehicle replacement, and City-wide fleet-related cost-pool charges totaling $180,000 will also be removed from departmental budgets. Eliminating these charges reduces General Fund expenditures and makes $650,000 available for an operating Transfer Out to the General Capital Fund to support the funding plan for the Richmond Wellness Trail Phase II project.

NON-GENERAL FUND
The Non-General Fund budget reflects adjustments made in response to City Council direction on June 16, 2026, along with additional technical updates such as purchase order modifications, project timing corrections, and internal service fund true-ups, as reflected in Tables 5 and 6 below.
770

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June 23, 2026
Table 5: FY 2026-27 Non-General Fund Revenues – Final Adjustments Summary Non-General Fund Revenues
FY 2025-26
Revised
Budget
FY 2026-27
Draft Budget
June 16, 2026
FY 2026-27
Draft Budget
June 23, 2026
Change
June 16
vs.

June 23
Total Capital Improvement Fund 87,326,393 60,819,360 61,912,501 1,093,141 Total Debt Service Funds 19,142,975 19,369,038 19,369,038 - Total Enterprise Funds 54,903,962 55,298,998 55,298,998 - Total Housing Funds 2,109,250 1,209,470 1,209,470 -
Total Housing Authority Funds 4,485,250 5,159,579 5,419,652 260,073 Total Internal Service Funds 34,720,066 33,763,666 33,113,666 (650,000) Total Other Operations Funds 25,871,067 17,927,132 17,667,059 (260,073) Total Special Revenue Funds 93,107,915 77,604,198 77,570,286 (33,912) Total Non-General Fund Revenues 321,666,878 271,151,440 271,560,669 409,229 Table 6: FY 2026-27 Non-General Fund Expenditures – Final Adjustments Summary Non-General Fund Expenditures
FY 2025-26
Revised
Budget
FY 2026-27
Draft Budget
June 16, 2026
FY 2026-27
Draft Budget
June 23, 2026
Change
June 16
vs.

June 23
Total Capital Improvement Fund 152,829,842 109,856,013 103,633,172 (6,222,841) Total Debt Service Funds 19,232,511 19,470,075 19,470,075 - Total Enterprise Funds 87,192,680 75,408,497 76,131,837 723,340 Total Housing Funds 4,730,459 4,538,858 4,538,858 -
Total Housing Authority Funds 4,494,250 5,309,621 5,454,652 145,031 Total Internal Service Funds 52,935,289 50,094,873 49,444,873 (650,000) Total Other Operations Funds 31,141,190 20,974,101 21,161,919 187,818 Total Special Revenue Funds 123,293,809 81,345,717 81,047,945 (297,772) Total Non-General Fund
Expenditures 475,850,030 366,997,755 360,883,331 (6,114,424) The adjustments in Table 7 reflect City Council direction provided on June 16, 2026, and modify Non-General Fund capital project budgets to reallocate available resources and address the CIP project shortfalls identified for FY 2026-31, and these adjustments are reflected in Tables 5 and 6 above.

Table 7: FY 2026-27 CIP Adjustments Based on June 16, 2026, City Council Direction Project Fund Amount
($) Notes / Purpose
Richmond Wellness Trail Phase II General
Capital 1,045,000 Identified project shortfall needing funding San Francisco Bay Trail at Point Molate General
Capital 1,000,000 Identified project shortfall needing funding Shields-Reid Park (anticipated change
orders)
General
Capital 196,000 Identified shortfall for change orders
Wendell Park (anticipated change orders) General
Capital 435,000 Identified shortfall for change orders
Total Shortfalls 2,676,000 Total funding needed
Corporation Yard Fuel Site Upgrades
(deferral)
General
Capital (189,800) Design phase deferred to free funding Civic Center Plaza Landscaping (project
removal)
General
Capital (200,000) Scope removed; will be partially absorbed by existing maintenance Point Molate Trail Beach Stabilization General
Capital (1,250,000) Funding reallocated; grants expected to backfill Fire Fleet (deferral) Equipment
Services (470,000) Scheduled fire vehicle replacement deferred 771

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June 23, 2026
Project Fund Amount
($) Notes / Purpose
City-wide Fleet (deferral) Equipment
Services (180,000) Vehicle replacements deferred across departments Parks and Open Space Program General
Capital (386,200) Reallocation; grants projected to support future needs Total Available Funding 2,676,000 Matches total shortfall

NEXT STEPS
City staff recommend adopting resolutions approving (1) Fiscal Year (FY) 2026-27 Proposed Operating Budget, and (2) FY 2026-27 to FY 2030-31 Proposed Five-Year CIP Budget. Upon adoption City staff will implement the Adopted Budget on July 1, 2026, and will present the Quarter 1 Budget Review to the City Council at a subsequent meeting.

DOCUMENTS ATTACHED:

Attachment 1 – Resolution Adopting the Fiscal Year 2026-27 Operating Budget Attachment 2 – Resolution Approving Capital Improvement Plan for FY 2026-27 to FY 2030-31
Attachment 3 – Fiscal Year 2026-27 Comprehensive Budget by Fund Attachment 4 – Fiscal Year 2026-27 Proposed Position Listing Attachment 5 – General Fund Revenue and Expenditure Summary Attachment 6 – Capital Improvement Plan FY 2026-27 to FY 2030-31 Attachment 7 – Transfer In-Out Schedule FY 2026-27
Attachment 8 – Draft Presentation
772
Attachment 1 - Resolution Adopting the Fiscal Year 2026-27 Operating Budget 1 RESOLUTION NO. _____

RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND,
CALIFORNIA, ADOPTING THE FISCAL YEAR 2026-27 OPERATING
BUDGET
WHEREAS, pursuant to Section 1(b) of Article IV of the Richmond City Charter the City Manager is required to prepare an annual budget for the review and approval by the City Council; and
WHEREAS, all appropriations for the prior fiscal years shall lapse at the end of Fiscal Year 2025-26 and any remaining amounts shall be credited against their respective fund balances except for any encumbered amounts for specific obligations outstanding at the end of said Fiscal Year; and
WHEREAS, all grants received per the attached grants listing shall be appropriated and spent according to grant guidelines; and
WHEREAS, the City Council has reviewed the proposed budget for Fiscal Year 2026-27 at a public meetings on May 5, May 19, May 26, June 9, and June 16, 2026; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Richmond finds the above recitals true and correct.

BE IT FURTHER RESOLVED, that the City Council hereby adopts the 2026- 2027 Operating Budget for the following funds:

Fund FY 2026-27
Budget
General Fund 276,170,119
Capital Project Funds 103,633,172
Debt Service Funds 19,470,075
Enterprise Funds 76,131,837
Housing Funds 4,538,858
Housing Authority Funds 5,454,652
Internal Service Funds 49,444,873
Other Operations Funds 21,161,919
Special Revenue Funds 81,047,945
Total All Funds 637,053,449
BE IT FURTHER RESOLVED, that the City’s Position Control List is hereby amended as set forth in Exhibit A for Fiscal Year 2026-27, and that the classifications, departments, and authorized FTE counts shown therein are approved and adopted. 773
Attachment 1 - Resolution Adopting the Fiscal Year 2026-27 Operating Budget 2 BE IT FURTHER RESOLVED, that the budget for the Capital Improvement Funds will be adopted as a separate document.
*****
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond, California, at a regular meeting thereof held June ___, 2026, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

____________________________________

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
_________________________________
Mayor
Approved as to Form:
_________________________________
City Attorney
774
Attachment 2 – Resolution Approving Capital Improvement Plan RESOLUTION NO. ____

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA, APPROVING THE FISCAL YEARS 2026-27 THROUGH 2030-31 CAPITAL IMPROVEMENT PLAN AND ADOPTING THE FISCAL YEAR 2026-27 BUDGET FOR

THE CAPITAL IMPROVEMENT FUNDS
WHEREAS, a balanced budget for the City of Richmond has been prepared for Fiscal Year 2026-27 and presented to the City Council pursuant to Article IV, Section 1 (b) of the Charter of the City of Richmond; and
WHEREAS, a Capital Improvement Plan for Fiscal Years 2026-27 through 2030-31 has been prepared; and
WHEREAS, the budget for the Capital Improvement Funds for the 2026-27 Fiscal Year has been prepared; and
WHEREAS, all appropriations for the prior fiscal year shall lapse at the end of Fiscal Year 2025-26 and any remaining amounts shall be credited against their respective fund balances, except for:
a. Any encumbered amounts for specific obligations outstanding at the end of the Fiscal Year; and
b. Any appropriations for incomplete capital projects including the Municipal Sewer District and Port of Richmond, at the end of Fiscal Year 2025-26; and WHEREAS, for these exceptions, such carry-overs may be made without any further City Council action; and
WHEREAS, the Capital Improvement Plan Budget includes Capital Projects and Capital Programs under the Programmatic Approach to Capital Planning, and WHEREAS, the City may create new projects within a Capital Program; For such new projects, a budget transfer shall be made without any further City Council action provided the Project Budget is within the Council approved Budget for the Capital Program, WHEREAS, the City Council needs to approve the following expenditures for the Fiscal Year 2026-27 Capital Improvement budget:
a. Project expenditures in the amount of $138,066,359 for the Fiscal Year 2026-27 of the Capital Improvement Plan.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Richmond finds the above recitals true and correct.

NOW BE IT FURTHER RESOLVED that the City Council of the City of Richmond hereby (1) approves the Capital Improvement Plan for Fiscal Years 2026-27 through 2030-31; (2) adopts the budget for the Capital Improvement Funds for the Fiscal Year 2026-27; and (3) authorizes the City Manager to place appropriations and estimated revenues in effect on July 1, 775
2026 and as shown in the FY 2026-27 Capital Improvement Budget. ----------------------------------------------
I hereby certify that the foregoing resolution of the Council of the City of Richmond was duly passed and adopted at the regular meeting thereof held June ____, 2026 by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

_____________________________________
Clerk of the City of Richmond
(SEAL)
Approved:
_______________________________________
Mayor
Approved as to form:
________________________________________
City Attorney
776
Attachment 3 - Fiscal Year FY 2026-27 Comprehensive Budget by Fund General Other Special Capital Debt
Fund Operations Revenues Improvements Service
Estimated Beginning Balance 07/01/2026 129,865,048 5,900,114 55,488,379 64,710,371 483,457 Revenues
Property Tax 60,134,838 2,004,191 30,319,639 - -
Sales Tax 63,437,266 - - - -
Utility Users Tax 70,472,872 - - - -
Other Taxes 28,399,004 - - - -
Licenses, Permits and Fees 18,359,604 8,038,430 4,841,128 - - Fines, Forfeitures and Penalties 760,000 - - - -
Interest Income 3,530,545 152,000 223,000 - -
Charges for Services 4,621,757 756,000 90,000 - 5,492,382 Other Revenues 50,187,500 20,150 5,000 - -
Rental Income 766,657 - - - -
State and Local Taxes 150,000 - - 6,620,092 -
Federal Grant Revenue - - 34,500 12,323,054 -
State Grant Revenue 230,000 113,333 32,343,694 32,842,386 - Other Grant Revenue 290,000 1,443,685 24,000 7,907,969 - Pension Stabilization Revenue - - - - -
Proceeds from Sale of Property 15,000 - - - -
Loan/Bond Proceeds 40,400 - - - -
Total Revenues 301,395,443 12,527,789 67,880,961 59,693,501 5,492,382 Expenditures
Salaries and Wages 101,692,403 8,817,189 3,439,378 - -
Benefits 83,604,740 6,027,726 1,802,651 - -
Professional Services 28,743,511 3,773,429 34,000,968 16,427,358 - Other Operating 8,679,889 521,671 368,935 65,000 -
Utilities 7,302,430 394,709 34,000 - -
Equipment & Contractual Svcs. 5,491,635 305,541 553,441 4,916,483 - Provision for Insurance Loss 50,500 - 9,500 - -
Cost Pool 18,596,861 3,615,584 793,558 - -
Asset & Capital Outlay 3,455,390 22,427 9,050,949 81,422,974 - Debt Service Expenditures 174,047 - - - 19,470,075
Grant Expenditures - 847,509 366,910 214,207 -
CDBG/Home/Hsg Proj - - - - -
Employment & Training Allocations - (3,163,867) - - -
RHA Cost Allocation - - - - -
A87 Cost Plan Reimbursement (3,530,279)
Total Expenditures 254,261,127 21,161,919 50,420,290 103,046,022 19,470,075 Transfers In From:

General Fund - 5,139,269 9,146,263 650,000 4,936,899
Operations - - - - -
Special Revenue 21,687,898 - - - 8,939,758
Capital Improvements - - 18,150 569,000 -
Debt Service - - - - -
Enterprise Fund 86,778 - - - -
Internal Service Funds 1,500,000 - 524,912 1,000,000 -
Housing Department - - - - -
Housing Authority - - - - -
Total Transfers In 23,274,676 5,139,269 9,689,325 2,219,000 13,876,656 Transfers Out To:

General Fund - - 21,687,898 - -
Operations 5,139,269 - - - -
Special Revenue 9,146,263 - - 18,150 -
Capital Improvements 650,000 - - 569,000 -
Debt Service 4,936,899 - 8,939,758 - -
Enterprise Fund 350,468 - - - -
Internal Service Funds 426,019 - - - -
Housing Department - - - - -
Housing Authority 1,260,073 - - - -
Total Transfers Out 21,908,991 - 30,627,656 587,150 -
Net Transfers In/Out 1,365,685 5,139,269 (20,938,330) 1,631,850 13,876,656 Excess/(Deficiency) 48,500,000 (3,494,860) (3,477,659) (41,720,671) (101,037) ENDING BALANCE 178,365,048 2,405,254 52,010,721 22,989,700 382,420

Page 1 of 17 ends

Attachment 3 - Fiscal Year FY 2026-27 Comprehensive Budget by Fund Estimated Beginning Balance 07/01/2026
Revenues
Property Tax
Sales Tax
Utility Users Tax
Other Taxes
Licenses, Permits and Fees
Fines, Forfeitures and Penalties
Interest Income
Charges for Services
Other Revenues
Rental Income
State and Local Taxes
Federal Grant Revenue
State Grant Revenue
Other Grant Revenue
Pension Stabilization Revenue
Proceeds from Sale of Property
Loan/Bond Proceeds
Total Revenues
Expenditures
Salaries and Wages
Benefits
Professional Services
Other Operating
Utilities
Equipment & Contractual Svcs.

Provision for Insurance Loss
Cost Pool
Asset & Capital Outlay
Debt Service Expenditures
Grant Expenditures
CDBG/Home/Hsg Proj
Employment & Training Allocations
RHA Cost Allocation
A87 Cost Plan Reimbursement
Total Expenditures
Transfers In From:

General Fund
Operations
Special Revenue
Capital Improvements
Debt Service
Enterprise Fund
Internal Service Funds
Housing Department
Housing Authority
Total Transfers In
Transfers Out To:

General Fund
Operations
Special Revenue
Capital Improvements
Debt Service
Enterprise Fund
Internal Service Funds
Housing Department
Housing Authority
Total Transfers Out
Net Transfers In/Out
Excess/(Deficiency)

ENDING BALANCE
Richmond
Enterprise Internal Housing Housing
Funds Service Subtotal Department Authority Total
61,669,058 50,664,588 368,781,016 7,924,969 2,694,476 379,400,461 - - 92,458,667 - - 92,458,667
- - 63,437,266 - - 63,437,266
- - 70,472,872 - - 70,472,872
- - 28,399,004 - - 28,399,004
- 993,200 32,232,362 278,689 10,000 32,521,051
- 1,000 761,000 - - 761,000
- - 3,905,545 324,539 - 4,230,084
29,602,647 34,100,500 74,663,286 - - 74,663,286
3,000,000 150,000 53,362,650 80,484 2,000 53,445,134
- 6,851,080 7,617,737 - 384,000 8,001,737
- - 6,770,092 - - 6,770,092
- - 12,357,554 68,156 3,237,137 15,662,847
- 10,250,000 75,779,413 - - 75,779,413
- 2,602,750 12,268,404 - - 12,268,404
- - - - - -
85,000 - 100,000 133,664 - 233,664
- - 40,400 323,938 - 364,338
32,687,647 54,948,530 534,626,252 1,209,470 3,633,137 539,468,859 3,656,735 3,337,061 120,942,765 121,735 374,576 121,439,076 287,216 1,705,134 93,427,467 136,996 416,729 93,981,192 1,245,025 21,661,519 105,851,811 2,569,688 1,218,940 109,640,439 50,500 137,321 9,823,316 5,450 302,600 10,131,366
- 2,247,167 9,978,306 801 190,500 10,169,607
- 1,870,268 13,137,367 - 1,815,058 14,952,425
34,200,048 55,604 34,315,652 - 61,484 34,377,136
142,418 1,743,943 24,892,364 72,052 156,686 25,121,103
6,512,000 33,050,344 133,514,084 - - 133,514,084
326,018 10,236,699 30,206,839 - - 30,206,839
- - 1,428,626 - 391,637 1,820,263
- - - 1,632,136 - 1,632,136
- - (3,163,867) - - (3,163,867)
- - - - - -
- (3,530,279) (3,530,279)
46,419,960 76,045,059 570,824,452 4,538,858 4,928,210 580,291,520 426,019 350,468 20,648,918 - 1,260,073 21,908,991
- - - - - -
- - 30,627,656 - - 30,627,656
- - 587,150 - - 587,150
- - - - - -
- - 86,778 - - 86,778
- - 3,024,912 - - 3,024,912
- - - - - -
- - - - 526,442 526,442
426,019 350,468 54,975,414 - 1,786,515 56,761,929
1,500,000 86,778 23,274,676 - - 23,274,676
- - 5,139,269 - - 5,139,269
524,912 - 9,689,325 - - 9,689,325
1,000,000 - 2,219,000 - - 2,219,000
- - 13,876,656 - - 13,876,656
- - 350,468 - - 350,468
- - 426,019 - - 426,019
- - - - - -
- - 1,260,073 - 526,442 1,786,515
3,024,912 86,778 56,235,487 - 526,442 56,761,929
(2,598,893) 263,690 (1,260,073) - 1,260,073 -
(16,331,207) (20,832,839) (37,458,273) (3,329,388) (35,000) (40,822,661) 45,337,851 29,831,749 331,322,743 4,595,581 2,659,476 338,577,799

Page 2 of 17 ends

Attachment 3 - Fiscal Year FY 2026-27 Comprehensive Budget by Fund General
Fund
FUND 0001
Estimated Beginning Balance 07/01/2026 129,865,048
Revenues
Property Tax 60,134,838
Sales Tax 63,437,266
Utility Users Tax 70,472,872
Other Taxes 28,399,004
Licenses, Permits and Fees 18,359,604
Fines, Forfeitures and Penalties 760,000
Interest and Investment Income 3,530,545
Charges for Services 4,621,757
Other Revenues 50,187,500
Rental Income 766,657
State and Local Taxes 150,000
Federal Grant Revenue -
State Grant Revenue 230,000
Other Grant Revenue 290,000
Pension Stabilization Revenue -
Proceeds from Sale of Property 15,000
Loan/Bond Proceeds 40,400
Total Revenues 301,395,443
Expenditures
Salaries and Wages 101,692,403
Benefits 83,604,740
Professional Services 28,743,511
Other Operating 8,679,889
Utilities 7,302,430
Equipment & Contractual Svcs. 5,491,635
Provision for Insurance Loss 50,500
Cost Pool 18,596,861
Asset & Capital Outlay 3,455,390
Debt Service Expenditures 174,047
Grant Expenditures -
CDBG/Home/Hsg Proj -
Employment & Training Allocations -
RHA Cost Allocation -
A87 Cost Plan Reimbursement (3,530,279)
Total Expenditures 254,261,127
Transfers In From:

General Fund -
Operations
Special Revenue 21,687,898
Capital Improvements -
Debt Service -
Enterprise Fund 86,778
Internal Service Funds 1,500,000
Housing Department -
Housing Authority -
Total Transfers In 23,274,676
Transfers Out To:

General Fund
Operations 5,139,269
Special Revenue 9,146,263
Capital Improvements 650,000
Debt Service 4,936,899
Enterprise Fund 350,468
Internal Service Funds 426,019
Housing Department -
Housing Authority 1,260,073
Total Transfers Out 21,908,991
Net Transfers In/Out 1,365,685
Excess/(Deficiency) 48,500,000
Ending Balance 178,365,048

Page 3 of 17 ends

Attachment 3 - Fiscal Year FY 2026-27 Comprehensive Budget by Fund Transportation Hilltop Marina Bay
Operations LMD LLMD
FUND 1003 1012 1015
Estimated Beginning Balance 07/01/2026 (1,843,576) 121,971 1,191,701 Revenues
Property Tax - 1,228,874 775,316
Sales Tax - - -
Utility Users Tax - - -
Other Taxes - - -
Licenses, Permits and Fees - - -
Fines, Forfeitures and Penalties - - -
Interest and Investment Income - - -
Charges for Services - - -
Other Revenues 20,000 - -
Rental Income - - -
State and Local Taxes - - -
Federal Grant Revenue - - -
State Grant Revenue - - -
Other Grant Revenue 1,273,685 - -
Pension Stabilization Revenue - - -
Proceeds from Sale of Property - - -
Loan/Bond Proceeds - - -
Total Revenues 1,293,685 1,228,874 775,316
Expenditures
Salaries and Wages 373,748 836,491 739,146
Benefits 312,226 708,392 506,000
Professional Services 663,400 26,443 56,203
Other Operating 9,350 60,000 85,000
Utilities 2,500 117,440 255,000
Equipment & Contractual Svcs. 1,000 77,000 59,400
Provision for Insurance Loss - - -
Cost Pool 173,449 185,781 110,149
Asset & Capital Outlay - - 13,657
Debt Service Expenditures - - -
Grant Expenditures - - -
CDBG/Home/Hsg Proj - - -
Employment & Training Allocations - - -
RHA Cost Allocation - - -
A87 Cost Plan Reimbursement - - -
Total Expenditures 1,535,673 2,011,547 1,824,555
Transfers In From:

General Fund - 782,673 1,026,818
Operations - - -
Special Revenue - - -
Capital Improvements - - -
Debt Service - - -
Enterprise Fund - - -
Internal Service Funds - - -
Housing Department - - -
Housing Authority - - -

ECIA - - -
Total Transfers In - 782,673 1,026,818
Transfers Out To:

General Fund - - -
Operations - - -
Special Revenue - - -
Capital Improvements - - -
Debt Service - - -
Enterprise Fund - - -
Internal Service Funds - - -
Housing Department - - -
Housing Authority - - -
Total Transfers Out - - -
Net Transfers In/Out - 782,673 1,026,818
Excess/(Deficiency) (241,988) - (22,421)
Ending Balance (2,085,565) 121,971 1,169,280

Page 4 of 17 ends
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