Richmond City Council
September 15, 2026

Ayes (7): Councilmember Soheila Bana, Councilmember Jamelia Brown, Councilmember Claudia Jimenez, Councilmember Sue Wilson, Councilmember Cesar Zepeda, Vice Mayor Doria Robinson, and Mayor Eduardo Martinez Passed
Q.2 Resolution to Establish a Public Lands Policy
ADOPT a resolution that establishes a Public Lands Policy and DIRECT the city manager and city attorney to deliver and implement the policy effective immediately – Councilmember Cesar Zepeda (510-620-6593).

EJ Sairam, Sheet Metal Workers Local 104, Tim Sarina of the Contra Costa County Building Trades, and Rick Solis with the North Coast States Carpenters Union made a presentation.

Link to presentation: Public Lands Policy
Discussion ensued.

Deputy City Manager of Community Services, LaShonda White, Director of Economic Development Nannette Beacham, Port Director Charles Gerard, and Community Development Director Lina Velasco made a presentation.

A motion was made as follows to table the matter and bring it back once there was a better understanding and a timeline of the matter which would allow city staff and the unions the opportunity to discuss the differences:

Motion by Mayor Eduardo Martinez
Seconded by Vice Mayor Doria Robinson
Ayes (6): Councilmember Soheila Bana, Councilmember Jamelia Brown, Councilmember Claudia Jimenez, Councilmember Sue Wilson, Vice Mayor Doria Robinson, and Mayor Eduardo Martinez
Noes (1): Councilmember Cesar Zepeda
Passed
Q.3 Contract Amendment No. 2 with Just Cities, LLC for completion of the Housing Equity Roadmap as specified in the Housing Element APPROVE a second contract amendment with Just Cities, LLC to support completion and implementation of the Housing Equity Road Map increasing the payment limit by $49,999, for a total payment limit of $209,994, and extending the term through December 31, 2027– Community Development Department (Lina Velasco 510-620-6841/Jesus Morales 510-620-6649). This item was continued from the June 16, June 23, and July 7, 2026, meetings.

Community Development Director Lina Velasco gave a presentation.

Link to presentation: Just Cities Housing Equity Road Map Claudia Citreon gave comments via Zoom.

Discussion ensued.

A motion was made as follows to approve the contract:

A motion was made as follows to extend the meeting until 11:00 p.m. to complete Items Q.3 and Q.5, and if time permitted, Items Q.4 and N.5.a. also. 206
cc21July2026 – ud

Motion by Councilmember Jimenez
Seconded by Councilmember Bana
Ayes (7): Councilmember Soheila Bana, Councilmember Jamelia Brown, Councilmember Claudia Jimenez, Councilmember Sue Wilson, Councilmember Cesar Zepeda, Vice Mayor Doria Robinson, and Mayor Eduardo Martinez Passed
Motion by Councilmember Sue Wilson
Seconded by Councilmember Claudia Jimenez
Ayes (7): Councilmember Soheila Bana, Councilmember Jamelia Brown, Councilmember Claudia Jimenez, Councilmember Sue Wilson, Councilmember Cesar Zepeda, Vice Mayor Doria Robinson, and Mayor Eduardo Martinez Passed
Q.4 23rd Street Ciclovía Pilot Project
Public Works Director Daniel Chavarria and Senior Transportation PlannerGail Payne gave a presentation.

Link to presentation: Ciclovia Pilot Project
Claudia Citreon gave comments via Zoom.

City Council suggested that the Ciclovia pilot program started with the Fiestas Patrias in September in collaboration with business owners and organizations who could take the lead for future events to make them more robust.

Due to lack of time to complete the item, it was continued to the July 28, 2026, City Council meeting.

Q.5 Implementing Wildfire Taskforce Recommendation Regarding Enforcing Weed Abatement Ordinance
ADOPT the recommendations of the Wildfire Preparedness Ad Hoc Committee and DIRECT the City Attorney's Office, in collaboration with the City Administration, to implement the following actions and return to the City Council within 90 days with any necessary ordinances, resolutions, contracts, budget appropriations, and additional implementation plans:

1. Defensible Space Appeal Process
Direct the City Attorney's Office to evaluate the current appeal process for enforcement of defensible space violations under the Richmond Municipal Code, including whether appeal timelines can be shortened for parcels located within the Local Responsibility Area (LRA) and the City's designated wildfire hazard zones, and return to the City Council with recommendations for any necessary amendments to the Richmond Municipal Code.

2. Vegetation Management Contract
Direct staff to establish an on-call vegetation management services contract for parcels within wildfire hazard zones where property owners fail to comply with defensible space requirements following all applicable enforcement procedures, and determine the appropriate department to administer and oversee the contract. 207
cc21July2026 – ud

3. Resident Assistance Program
Direct staff to develop a one-year pilot Resident Assistance Program to assist eligible homeowners with weed abatement ordinance and defensible space improvements within 0–30 feet of structures, with priority given to hazards located within Zone 0, and return to the City Council with program guidelines, eligibility criteria, funding options, and implementation recommendations.

4. Implementation Report
Direct staff to return to the City Council within 60 days with an implementation plan, including proposed ordinances or policy amendments, estimated costs, potential funding sources, staffing requirements, and a proposed implementation schedule for each recommendation – Councilmember Soheila Bana (510-620- 6743)/Councilmember Cesar Zepeda (510-620-6593). This item was continued from the July 7, 2026, meeting.

Councilmembers Bana and Zepeda gave an overview.

Discussion ensued.

Claudia Cireon gave comments via Zoom.

A motion was made as follows to direct staff to bring a draft ordinance to the City Council by the end of the year to include the Con-Fire model, with an implementation outline; the legality of weed abatement in very high fire severity zones within 90 days; and to also include the source of the budget during the midyear budget review process.

Motion by Councilmember Soheila Bana
Seconded by Councilmember Claudia Jimenez
Ayes (6): Councilmember Soheila Bana, Councilmember Jamelia Brown, Councilmember Claudia Jimenez, Councilmember Sue Wilson, Councilmember Cesar Zepeda, and Vice Mayor Doria Robinson
Noes (1): Mayor Eduardo Martinez
Passed
Q.6 Richmond Government Accountability, Transparency, and Ethics Act (Richmond GATE Act) Placing a Ballot Initiative on the November 2026 Ballot to Adopt an Ordinance that Establishes an Independent Ethics Commission
RECEIVE a presentation on the Richmond Government Accountability, Transparency, and Ethics Act (Richmond GATE Act); DIRECT the city attorney to prepare an ordinance and related ballot measure documents for City Council consideration; and DIRECT staff to calendar this item to adopt the ballot initiative resolution on July 21, 2026 and in no event later than July 28, 2026, to meet the November 2026 ballot deadline, this item must be heard before final adjournment — Councilmember Cesar Zepeda (510-620-6590)/Councilmember Soheila Bana (510-672-3490)/Councilmember Jamelia Brown (510-412-2050). This item was continued from the July 7, 2026, meeting.

Councilmembers Zepeda and Brown gave an overview of the item.

Link to presentation: Richmond GATE Act
Ahmad Anderson, Pam Saucer, and Jamin Pursell gave comments in person. 208
cc21July2026 – ud

The following individuals gave comments via Zoom: Carol Hegstrom, Claudia Citreon, Eunice Tumbrell, Leslie Ross, Jose Luis, Isabella, Raj S, and Arto Rinteela.

Discussion ensued.

A motion was made and the item failed as follows:

Motion by Councilmember Jamelia Brown
Seconded by Councilmember Cesar Zepeda
Ayes (3): Councilmember Soheila Bana, Councilmember Jamelia Brown, and Councilmember Cesar Zepeda
Noes (4): Councilmember Claudia Jimenez, Councilmember Sue Wilson, Vice Mayor Doria Robinson, and Mayor Eduardo Martinez
Failed
R. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)(limited to two minutes per Councilmember) None.

S. ADJOURNMENT
There being no further business, the meeting adjourned at 11:00 p.m., to meet again on July 28, 2026, at 6:00 p.m.

Clerk of the City of Richmond Mayor
209
cc28July2026 – ud

RICHMOND, CALIFORNIA,
July 28, 2026, 3:30 p.m.

Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION Mayor Eduardo Martinez called the meeting to order at 3:30 p.m.

B. ROLL CALL

Present: Councilmembers Claudia Jimenez, Sue Wilson, Cesar Zepeda, and Mayor Eduardo Martinez. Councilmember Wilson joined the meeting via Zoom. Absent: Vice Mayor Doria Robinson was absent the entire meeting. Councilmember Soheila Bana arrived at 3:33 p.m.

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

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

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

3. Richmond Police Officers Association RPOA

4. Richmond Police Management Association RPMA

5. IAFF Local 188

6. Richmond Fire Management Association RFMA
C.2 PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government
Code Section 54957)
 Title: City Manager
C.3 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
 One case
C.4 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
 Property: 1145 Harbour Way SouthAgency Negotiator: Charles Gerard (Port Director), Chris Dykzeul (Assistant City Attorney), Danny Wan (Project Manager III)Negotiating Parties: AAKUnder Negotiation: Price, Terms of Payment
C.5 PUBLIC EMPLOYEE APPOINTMENT (Government Code Section 54957.6)
210
cc28July2026 – ud

 Title: City Manager Recruitment
D. PUBLIC COMMENT BEFORE CLOSED SESSION (limited to items on the Closed Session agenda only)
Cordell Hindler gave comments regarding the City Manager recruitment and labor negotiations.

E. ADJOURN TO CLOSED SESSION
Open Session adjourned at 3:36 p.m. Closed Session adjourned at 5:57 p.m.

F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The meeting was called to order at 5:58 p.m. by Chairperson Eduardo Martinez.

G. PLEDGE OF ALLEGIANCE
Chairperson Eduardo Martinez led the Pledge of Allegiance to the Flag.

H. ROLL CALL

Present: Commissioners Sohelia Bana, Claudia Jimenez, Sue Wilson, Cesar Zepeda, Chairperson Eduardo Martinez, and Tenant Commissioner Scott. Commissioner Wilson joined the meeting via Zoom. Absent: Vice Chairperson Doria Robinson was absent the entire meeting.

I. STATEMENT OF CONFLICT OF INTEREST
None.

J. REPORT FROM THE EXECUTIVE DIRECTOR
There was no report.

K. AGENDA REVIEW
None.

L. HOUSING AUTHORITY OPEN FORUM
Cordell Hindler stated that the commissioners should approve the Housing Authority Consent Calendar.

Pamela Granger gave comments regarding structural issues in her apartment and that she was relocated to another location while the unit was being repaired.

M. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Chairperson Eduardo Martinez
Seconded by Tenant Commissioner Scott
Ayes (6): Commissioners Soheila Bana, Jamelia Brown, Claudia Jimenez, Sue Wilson, Cesar Zepeda, and Chairperson Eduardo Martinez
Absent (1): Vice Chairperson Doria Robinson
Passed
M.1 Contract Amendment No. 1 with Door and Window Guard Systems, Inc. for Security Door and Window Guards at Vacant Units in Nystrom Village ADOPT a resolution to APPROVE the first contract amendment with Door and Window Guard Systems, Inc., increasing the not-to-exceed amount by $160,000, from $150,000 to a new total payment limit of $310,000 for installation and 211
cc28July2026 – ud

removal of security steel door and window guards at vacant units located within Nystrom Village – Richmond Housing Authority (Gregory Palomino 510-621- 1300/Antoinette Terrell 510-620-6784).

Adopted Resolution No. 2229
M.2 Contract with West Peak Builders, Inc. for Residential Plumbing Services ADOPT a resolution to APPROVE a contract with West Peak Builders, Inc. for residential plumbing services with a not-to-exceed amount of $150,000 for a twoyear term beginning July 28, 2026, and terminating June 30, 2028 – Richmond Housing Authority (Antoinette Terrell/Greg Palomino/Nannette Beacham 510- 621-1300).

Adopted Resolution No. 2230.

M.3 Cooperative Purchasing Agreement with HD Supply Facilities for Maintenance, Repair, and Operations Materials and Related Service ADOPT a resolution to APPROVE a cooperative purchasing agreement with HD Supply Facilities Maintenance under OMNIA Partners Contract No. 260006-RFP (02), to purchase property management materials and related installation, repair, and renovation services in an amount not to exceed $825,000 for a term beginning July 28, 2026, and terminating June 30, 2029, and AUTHORIZE the Executive Director to execute the agreement – Richmond Housing Authority(Nannette Beachem/Antoinette Terrell/Greg Palomino 510-621-1300).

Adopted Resolution No. 2231.

M.4 Meeting Minutes
APPROVE the minutes of the June 16, 2026, special Housing Authority/City Council joint meeting - City Clerk's Office (Pamela Christian 510-620-6513).

N. ADJOURNMENT
The meeting adjourned at 6:11 p.m.

O. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
The meeting was called to order at 6:12 p.m. by Mayor Eduardo Martinez.

P. ROLL CALL

Present: Councilmembers Soheila Bana, Jamelia Brown, Claudia Jimenez, Sue Wilson, Cesar Zepeda, and Mayor Eduardo Martinez. Councilmember Wilson joined the meeting via Zoom. Absent: Vice Mayor Doria Robinson was absent the entire meeting, Q. STATEMENT OF CONFLICT OF INTEREST
None.

R. AGENDA REVIEW
Item Y-4 (Presentation from AC Transit on agency deficit projections, services, and workforce reductions) was moved to the beginning of the Study and Action Session.

S. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE

DURING CLOSED SESSION
C.1 CONFERENCE WITH LABOR NEGOTIATORS (Government Code
Section 54957.6)
 Agency Representatives: Sharrone Taylor, Jack Hughes, and Lisa Charbonneau 212
cc28July2026 – ud

Employee organizations:

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

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

3. Richmond Police Officers Association RPOA

4. Richmond Police Management Association RPMA

5. IAFF Local 1886. Richmond Fire Management Association RFMA C.2 PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government
Code Section 54957)
 Title: City Manager
C.3 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
 One case
C.4 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
 Property: 1145 Harbour Way South
 Agency Negotiator: Charles Gerard (Port Director), Chris Dykzeul (Assistant City Attorney), Danny Wan (Project Manager III)
 Negotiating Parties: AAK
 Under Negotiation: Price, Terms of Payment
C.5 PUBLIC EMPLOYEE APPOINTMENT (Government Code Section 54957.6)
 Title: City Manager Recruitment
Interim City Attorney Shannon Moore stated that there was no reportable action taken and that Items C-3 and C-5 were not discussed.

T. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum)
City Manager Shasa Curl presented the report.

Link to report: City Manager Report
U. COMMENDATIONS, PRESENTATIONS, AND PROCLAMATIONS
U.1 Proclamation Recognizing Maxine Finley and Declaring the Week Beginning August 23, 2026, as “Maxine Finley Week”
PROCLAMATION recognizing the week beginning August 23, 2026, as “Maxine Finley Week” in the City of Richmond – Mayor Eduardo Martinez (510-620- 6503).

Mayor Martinez and Councilmembers presented the proclamation to Maxine Finley.

Cordell Hindler gave comments.
213
cc28July2026 – ud

V. OPEN FORUM FOR PUBLIC COMMENT
(Public comment on items that remain on the Consent Calendar or items not on the agenda - The time allocation for each speaker will be as follows: 15 or fewer speakers, a maximum of 2 minutes; 16 to 24 speakers, a maximum of 1 and one-half minutes; and 25 or more speakers, a maximum of 1 minute - Back and forth dialogue with the Council is prohibited)
Cordell Hindler gave comments regarding the late Joe Fisher.

Claudia Citreon gave comments regarding government transparency.

Aaron Isherwood, Kaitlin Alcontin, Amulya Yerrapotu, Jack Lucero Fleck, Ashia Ajani, and Dan Kalb thanked the city council and expressed support for the passing of agenda Items W.3.a - (Resolution opposing new coal and petcoke export facilities and urging stringent regulation by the Bay Area Air District) and Item W.3.b - (Resolution in support of SB 954 tightening California environmental quality act exemptions (CEQA) Mark Wassberg played an audio regarding the beliefs of the Democratic Socialists of America.

Philip Rosenthal thanked Councilmember Zepeda and Mayor Martinez for proclaiming Maxine Finley week in Richmond. Mr. Rosenthal also stated that there was a celebration in honor of Maxine Finley in Point Richmond on Monday, August 24, 2026, from 1:30 to 3:00 p.m.

Ben Therriault stated that Joe Fisher would be sorely missed and also thanked Maxine Fisher for her many years of dedicated service as a crossing guard. Mr. Therriault also stated that the contract between the city and the police officers was not finalized; that OPEB actuarial reports were not received as requested; and that the city's procurement processes were inefficient and antiquated.

Irania De La Mora gave comments regarding not allowing transexual men in women's restrooms. Ms. De La Mora also stated that she applied for the police force in various cities.

Garland Ellis gave comments requested that the city ask Caltrans to clean up the pigeon feces on a mural in the Richmond Annex and install a pigeon guard. Mr. Ellis also stated that box trucks should be allowed to dump items during the city's neighborhood dumpster day.

The following individual gave comments via Zoom:

Princess Robinson gave comments regarding housing and lack of affordability.

W. CITY COUNCIL CONSENT CALENDAR
(All items placed under the Consent Calendar are considered to be routine and noncontroversial. These items will be enacted upon together with a motion and second, without discussion, of any member of the City Council, and each item shall be deemed to have received the action recommended.)
Motion by Councilmember Jamelia Brown
Seconded by Councilmember Soheila Bana
Ayes (6): Councilmember Soheila Bana, Councilmember Jamelia Brown, Councilmember Claudia Jimenez, Councilmember Sue Wilson, Councilmember Cesar Zepeda, and Mayor Eduardo Martinez
Absent (1): Vice Mayor Doria Robinson
Passed
214
cc28July2026 – ud

W.1 City Attorney's Office
W.1.a Legal Services Agreement with Anzel Galvan, LLP to Serve as Bond Counsel
APPROVE a legal services agreement with Anzel Galvan LLP to serve as Bond Counsel to the City for a fixed fee of $18,500, with a term ending June 30, 2027, or earlier upon completion of the services described in the agreement – City Attorney’s Office (James Atencio 510-620- 6704/Shannon Moore 510-620-6509).

W.2 City Clerk's Office
W.2.a Meeting Minutes
APPROVE the minutes of the June 16, 2026, regular City Council meeting - City Clerk's Office (Pamela Christian 510-620-6513).

W.2.b Sole-Source Contract with Logik Systems, Inc.

APPROVE a sole-source contract with Logik Systems, Inc., for subscription services to Logikcull E-Discovery software to support management and review of documents related to California Public Records Act (PRA) requests, subpoenas, and other regulatory matters, in an amount not to exceed $144,000 for a three-year term of July 29, 2026, through July 28, 2029, subject to final review and approval of all terms by the city attorney – City Clerk’s Office (Pamela Christian 510-620-6513).

W.3 City Council
W.3.a Resolution Opposing New Coal and Petcoke Export Facilities and Urging Stringent Regulation by the Bay Area Air District
ADOPT a resolution opposing facilities that engage in handling and storage of coal and petcoke in the San Francisco Bay region and urging stringent regulation of such facilities by the Bay Area Air District (BAAD) - Councilmember Sue Wilson (510-609-2111)/Mayor Eduardo Martinez (510-620-6503).

Adopted Resolution No. 128-26
W.3.b Resolution in support of SB 954 Tightening California Environmental Quality Act Exemptions (CEQA)
ADOPT a resolution to support SB 954 to tighten California Environmental Quality Act (CEQA) exemptions that strengthens protections for habitat of protected species, extends exemptions for residential daycare facilities, and adds clear environmental guardrails to the CEQA exemption for advanced manufacturing to protect East Bay and California residents from toxic contaminants and other industrial pollution - Councilmember Cesar Zepeda (510-620-6593).

Adopted Resolution No. 129-26
W.4 City Manager's Office
W.4.a ECIA Grant Award Recommendations for Fiscal Year 2026-2027 (Category 1, 2 & 4)
APPROVE a recommendation from the Environmental & Community Investment Agreement (ECIA) Grant Review Committee for Fiscal Year 2026-2027 grant awards to thirteen (13) organizations in an amount not to 215
cc28July2026 – ud

exceed $350,333; ADOPT a resolution and AUTHORIZE the city manager, or their designee, to negotiate and execute grant service agreements with approved grantees – City Manager’s Office (Patrick Seals/Jora Atienza Washington/Guadalupe Morales 510-620-6523).

Adopted Resolution No. 130-26
W.4.b Updates on Ongoing and Upcoming Assessment, Study, and Project Timelines and Opportunities for Strategic Coordination
RECEIVE an informational report on ongoing and upcoming City assessments, studies, and related projects, including overlapping timelines, staff and community capacity considerations, and opportunities to coordinate outreach, consultant work, data collection, and related project efforts – City Manager’s Office (Patrick Seals 510-307-8016).

W.5 Community Development
W.5.a Contract Amendment No. 6 with Hatchuel Tabernik & Associates for Project Evaluation Services
APPROVE the sixth contract amendment with Hatchuel Tabernik & Associates, in the amount of $63,000, for a total amount not to exceed $203,000, to provide project evaluation and reporting services for the Housing Division’s Encampment Resolution Funding (ERF-2-R) projects - Community Development Department (Lina Velasco/Jesus Morales 510- 620-6649/Catherine Casimere 510-620-6764).

W.5.b Contract with Ground Works Consulting to Analyze the Residential Rental Inspection Program
APPROVE a contract with Ground Works Consulting to conduct a program analysis of the Richmond Residential Rental Inspection Program (RRIP) and develop a transition plan to bring the administration and inspection services in-house and evaluate feasibility, for a total contract amount of $202,000, for a term ending December 31, 2027 - Community Development Department (Lina Velasco/George Kabaivanov 510-620- 5519)
W.5.c Contract with Contra Costa County’s Coordinated Outreach, Referral, and Engagement (CORE) for Homeless Outreach Services
APPROVE a contract with Contra Costa County for Coordinated Outreach, Referral, and Engagement (CORE) Homeless Outreach Services, including the expansion of outreach coverage to six days per week and the addition of housing stability resources, for a total amount not to exceed $1,660,151, for the term of July 1, 2026, through June 30, 2029 – Police Department/Community Development Department (Chief Timothy Simmons 510-621-1802/Jesus Morales 510-620-6649).

W.5.d Zoning Text Amendments Related to Accessory Dwelling Units and Junior Accessory Dwelling Units
ADOPT an ordinance (second reading), as recommended by the Planning Commission, amending Sections 15.04.104.020, 15.04.201.030,

15.04.201.050, and 15.04.610.020 of the Richmond Municipal Code updating the regulations for accessory dwelling units and junior accessory dwelling units to conform with State law – Community Development Department (Lina Velasco/Avery Stark 510-620-6714).
216
cc28July2026 – ud

Adopted Ordinance No. 11-26 N.S.

W.6 Economic Development
W.6.a Contract with Michael Schwab Studio for Port Visual Identity and Logo Design Services
APPROVE a contract with Michael Schwab Studio for visual identity and logo design services for an amount of $40,000, for a term of July 28, 2026, through June 30, 2027 – Economic Development Department (Charles Gerard 510-620-6792).

W.6.b Contract with Vine Electric Inc. for Point Potrero Marine Terminal High Mast Light-Emitting Diode Upgrade
ADOPT a resolution to APPROVE a contract with Vine Electric Inc. to upgrade five metal halide lighting fixtures to light-emitting diode (LED) fixtures at the Point Potrero Marine Terminal for a one-year term in an amount not to exceed $146,616 – Economic Development Department (Charles Gerard 510-620-6792).

Adopted Resolution No. 131-26
W.6.c Report and Land Use Agreement Amendment for The Lot: Downtown Richmond Food Court
RECEIVE a report regarding the status and performance of The Lot:

Downtown Richmond Food Court, including its economic development impacts, downtown activation, vendor transition efforts, community impacts, and operational improvements; and ENDORSE City staff's recommendation that the city manager exercise the City's contractual authority to extend the Land Use Agreement through December 31, 2028, in accordance with its terms - Economic Development Department (Jesson de Leon 510-412-2023/Junne Garcia 510-620-6524/Nannette Beacham 510-620-1306).

W.6.d Economic Revitalization Strategy for Downtown Richmond and Macdonald Avenue Corridor
ADOPT a resolution to AUTHORIZE the city manager to negotiate and execute documents necessary for a professional services contract with the top ranked firm for preparation of the Economic Revitalization Strategy for Downtown Richmond and the Macdonald Avenue Corridor in an amount not to exceed $350,000, and APPROPRIATE funds to support the project - Economic Development Department (Jesson de Leon 510-412- 2023/Junne Garcia 510-620-6524/Nannette Beacham 510-620-1306).

Adopted Resolution No. 132-26
W.7 Finance Department
W.7.a Investment and Cash Balance Report, Monthly Overtime Reports, Documentary Transfer Tax Report, and Other Post-Employment Benefits (OPEB) and Pension Report for the month of May 2026.

RECEIVE the City’s Investment and Cash Balance Report, Monthly Overtime Reports, Documentary Transfer Tax Report, and Other PostEmployment Benefits (OPEB) and Pension Report for the month of May 2026 – Finance Department (Emily Combs 510-620-6740).
217
cc28July2026 – ud

W.7.b Contract with NBS Government Finance Group for an Independent Fiscal Analysis of the Public Safety Funding and Minimum Police Staffing Charter Amendment
APPROVE a sole-source contract with NBS Government Finance Group to conduct an independent fiscal analysis of the Public Safety Funding Charter Amendment Initiative, in an amount not to exceed $24,500, for the term of August 1, 2026, through July 31, 2027 – Finance Department (Emily Combs/Mubeen Qader 510-412-2077).

W.7.c Contracts with CoroData Records Management and Iron Mountain, Inc. to Provide Off-site Records Storage and Retrieval Services ADOPT a resolution to APPROVE sole-source agreements with CoroData Records Management and Iron Mountain, Inc. for off-site records storage and retrieval services, each in an amount not to exceed $210,000 for an initial three-year term from July 1, 2026, through June 30, 2029, with two additional one-year extension options for a total potential amount not to exceed $350,000 per vendor, subject to approval as to form by the city attorney, and AUTHORIZE the city manager, or their designee, to negotiate and execute the agreements and any necessary amendments within the approved not-to-exceed amounts – Finance Department (Nickie Mastay/Emily Combs/Mubeen Qader/Antonio Banuelos/Ofelia Alvarez 510-620-6699).

Adopted Resolution No. 133-26
W.7.d Agreements with AAA Workspace, Blaisdell’s Business Products, and Staples Contract & Commercial LLC for Office Supplies and Paper Products
ADOPT a resolution to APPROVE cooperative purchase agreements with AAA Workspace and Blaisdell’s Business Products through OMNIA Partners and with Staples Contract & Commercial LLC through Sourcewell for the purchase of City-wide office supplies and paper products, in an amount not to exceed $100,000 per vendor, for the period of July 1, 2026, through July 1, 2027, with two one-year extensions in an additional amount not to exceed $100,000 per vendor per year — Finance Department (Antonio Banuelos 510-620-6741/Ofelia Alvarez 510-620- 6699).

Adopted Resolution No. 134-26
W.8 Human Resources
W.8.a Side Letter with Richmond Police Management Association Regarding Special Compensation Practices
ADOPT a resolution executing a Side Letter with the Richmond Police Management Association (RPMA) regarding special compensation of the California Public Employees’ Retirement System – Human Resources Department (Nickie Mastay/Sharrone Taylor 510-620-6602).

Adopted Resolution No. 135-26
W.9 Library and Community Services
W.9.a Contract with Jason Corburn for Data System, Maintenance, Evaluation, and Reporting Services
218
cc28July2026 – ud

APPROVE a sole-source contract with Jason Corburn to provide ongoing data system development, maintenance, evaluation, and reporting services for the Office of Neighborhood Safety in an amount not to exceed $165,000 for the term of July 1, 2026, through June 30, 2029, with two one-year extension options in an amount not to exceed $55,000 per year - Community Services Department (Sam Vaughn 510-620-5422/LaShonda White 510-620-6512).

W.9.b Contract with Danny Walker for Sports Officiating Services APPROVE a contract with Danny Walker to provide sports officiating services in an amount not to exceed $55,000 beginning April 1, 2026, and ending on June 30, 2027 – Community Services Department (Tetteh Kisseh 510-620-6512).

W.9.c Contract with Richmond Friends of Recreation for Youth Leadership and Workforce Development Services
APPROVE a sole-source contract with Richmond Friends of Recreation, in an amount not to exceed $20,000, to provide leadership development and youth training for the grant-funded Stronger Together Richmond Cleanup and Leadership Program, for a term from August 1, 2026, through December 31, 2027 – Community Services Department (LaShonda White/Jene Levine Snipes 510-307-8132).

W.10 Mayor's Office
W.10.a Proclamation Honoring the Life and Legacy of Joe Lee Fisher Sr.

PROCLAMATION honoring the life and legacy of Joe Lee Fisher Sr. and recognizing his extraordinary contributions to the City of Richmond – Mayor Eduardo Martinez (510-620-6503) and Vice Mayor Doria Robinson (510-620-6568).

W.10.b Proclamation recognizing the Richmond Pow Wow
PROCLAMATION recognizing the Richmond Pow Wow and honoring the enduring cultures, histories, and contributions of Indigenous Peoples – Mayor Eduardo Martinez (510-620-6503)/Councilmember Cesar Zepeda (510-620-6593).

W.10.c Proclamation Recognizing August 26, 2026, as Women's Equality Day) PROCLAMATION recognizing August 26, 2026, as Women's Equality Day, honoring the achievements of the women's suffrage movement and reaffirming the City's commitment to advancing equity, inclusion, and opportunity for women and girls – Mayor Eduardo Martinez (510-620- 6503)/Councilmember Cesar Zepeda (510-620-6593).

W.10.dBoards and Commissions Vacancies Report
ACKNOWLEDGE vacancies on City of Richmond Boards, Commissions, and Committees as of July 28, 2026, and ask that interested individuals send applications to the City Clerk – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).
219
cc28July2026 – ud

W.10.e Appointment of Cristal Banagan to the Black Resiliency Project Community Advisory Committee
APPOINT Cristal Banagan to the Black Resiliency Project Community Advisory Committee to a vacant seat with a new term ending July 27, 2027 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

W.10.f Appointment of Daniel-Charles Ogar to the Black Resiliency Project Community Advisory Committee
APPOINT Daniel-Charles Ogar to the Black Resiliency Project Community Advisory Committee to a vacant seat with a new term ending July 27, 2027 – Mayor’s Office (Mayor Eduardo Martinez 510-620- 6503/Councilmember Soheila Bana 510-620-6743).

W.10.gAppointment of Shonta Bingham to the Black Resiliency Project Community Advisory Committee
APPOINT Shonta Bingham to the Black Resiliency Project Community Advisory Committee to a vacant seat with a new term ending July 27, 2027 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503/Vice Mayor Doria Robinson 510-620-6568).

W.10.hAppointment of Samuel Littlefield to the ECIA Transportation Oversight Committee
APPOINT Samuel Littlefield to the ECIA Transportation Oversight Committee to a vacant seat with a new term ending July 25, 2029 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

W.11 Police Department
W.11.a Authorization for Temporary Housing of Police Academy Recruits to Participate in South Bay Regional Public Safety Training Consortium AUTHORIZE the temporary housing of two (2) Richmond Police Department Police Recruit Trainees from August 23, 2026, through February 19, 2027, while they attend the South Bay Regional Public Safety Training Academy, in amount not to exceed $31,236.13, which includes a $2,000 contingency – Police Department (Chief Timothy Simmons 510-621-1802/Captain Matthew Stonebraker 510-621-1204).

W.11.b Accept and Appropriate the Department of California Highway Patrol Cannabis Tax Fund Grant
ADOPT a resolution to ACCEPT and APPROPRIATE $204,505.47 of reimbursable grant funds from the Department of California Highway Patrol Cannabis Tax Fund Grant Program to reduce and mitigate the impacts of impaired driving within the community and AUTHORIZE the city manager or their designee to execute all necessary documentation - Police Department (Chief Timothy Simmons 510-621-1802).

Adopted Resolution No. 136-26
W.12 Public Works
W.12.a Contract with eLock Technologies for Service and Maintenance of BikeLink Lockers
APPROVE a contract with eLock Technologies to provide annual service and operations to the BikeLink lockers for a total amount not to exceed 220
cc28July2026 – ud

$52,525, which includes a contingency of $4,775, with a term commencing September 1, 2026, and ending June 30, 2029, with two oneyear extension options – Public Works Department (Gabino Arredondo 510-620-6606).

W.12.bAccept and Appropriate Additional Caltrans Grant Funds for the Richmond Art and Lighting Project
ADOPT a resolution to ACCEPT and APPROPRIATE an additional $800,000 from the California Department of Transportation (Caltrans) Clean California State Beautification Program grant for the art component of the Richmond Art and Light Project, increasing the total funding under Caltrans Agreement No. 04-2911 from $300,000 to $1,100,000; and AUTHORIZE the city manager or their designee to execute all grantrelated documents and agreements required - Public Works Department (Jene Levine Snipes 510-307-8132/Daniel Chavarria 510-620-5478).

Adopted Resolution No. 137-26
W.12.c Task Authorization to Veolia for Engineering Design Services for Nevin Avenue and Wilson Avenue Pipeline Realignment Project
ADOPT a resolution to AUTHORIZE the issuance of a Task Authorization to Veolia for the design of the Nevin Avenue and Wilson Avenue Pipeline Realignment Project in an amount not to exceed $268,591 – Public Works Department (Daniel Chavarria 510-620-5478/Tawfic Halaby 510- 620- 5482).

Adopted Resolution No. 138-26
W.12.d June 2026 Abatement Report
RECEIVE a report on the June 2026 abatement activities – Public Works Department (Daniel Chavarria 510-620-5478/Darin Fitzpatrick 510-231- 3044/Hugo Mendoza 510-231-3030).

W.12.e Construction Agreement Amendment No. 1 with Bauman Landscape and Construction, Inc. for the Boorman Park Revitalization Project ADOPT a resolution to APPROVE first amendment to the construction agreement with Bauman Landscape and Construction, Inc. to increase the payment limit by $590,000, for a revised total payment limit of $4,411,768.42; and AUTHORIZE the director of public works to approve change orders up to 10 percent of the revised construction agreement amount for a potential not-to-exceed total of $4,852,945.26 – Public Works Department (Darcie DeLashmutt 510-672-3944/Daniel Chavarria 510-620-5478).

Adopted Resolution No. 139-26
W.12.f NEMA Construction contract for Traffic Calming
ADOPT a resolution to APPROVE an after-the-fact construction agreement with NEMA Construction for the Traffic Calming Project in an amount not to exceed $236,258, and AUTHORIZE the city manager, or their designee, to execute necessary documents – Public Works Department (Hillal Hamdan 510-621-1612 Daniel Chavarria 510-620- 5478).

Adopted Resolution No. 140-26
221
cc28July2026 – ud

W.12.gContract with Oldcastle Infrastructure, Inc. for Hydrodynamic Separator Maintenance Services
ADOPT a resolution to APPROVE a contract with Oldcastle Infrastructure, Inc. for routine and as-needed hydrodynamic separator maintenance services in an amount not to exceed $100,000, for a term of July 7, 2026, through July 6, 2027, with two one-year extension options, and AUTHORIZE the city manager, or designee, to execute related documents necessary to implement the contract — Public Works Department (Bradley Harms 510-307-8094/Tawfic Halaby 510-620-5482).

Adopted Resolution No. 141-26
W.12.hCooperative Purchasing Agreement with Motive Technologies, Inc. for Fleet Management Technology Solutions
APPROVE a contract with Motive Technologies, Inc., utilizing Sourcewell Cooperative Purchasing Master Agreement No. 102924-MTV, for fleet management technologies with related software solutions for an initial three-year term in an amount not-to-exceed $375,000, with the option to extend the contract for two additional one-year terms in an amount not-to-exceed $125,000 annually, for a total potential contract amount not-to-exceed $625,000; and AUTHORIZE the city manager, or designee, to execute the contract and any amendments or related documents necessary to administer the contract, provided such amendments do not exceed the approved contract authority – Public Works Department (Daniel Chavarria 510-620-5478/Darin Fitzpatrick 510-231-3044).

Adopted Resolution No. 142-26
X. BUDGET SESSION
X.1 Ordinance Ordering the Submission of a General Obligation Bond Measure for Fire Station Improvements and Adoption of a Resolution Placing the Measure on the November 3, 2026, General Municipal Election Ballot ADOPT an ordinance (second reading) ordering the submission of a proposition authorizing the issuance of general obligation bonds to the qualified voters of the City of Richmond at the November 3, 2026, General Municipal Election; and ADOPT a resolution placing a measure to authorize the City of Richmond to issue general obligation bonds at the General Municipal Election to be held on November 3, 2026, requesting consolidation with the statewide general election, and setting procedural details – Fire Department/Finance Department/City Manager's Office (Chief Aaron Osorio 510-307-8021/Emily Combs 510-890- 5534/Shasa Curl 510-620-6512).

Fire Chief Aaron Osorio gave an overview.

Representative from Evitarus presented a PowerPoint.

Link to report: General Obligation Bond Measure
The following individuals gave comments in person: Claudia Citreon, Ahmad Anderson, Marcus Faumui, Kelly Griffin, and Philip Rosenthal.

Discussion ensued.

Following discussion a motion was made as follows to adopt Ordinance No. 12- 26 N.S. and Resolution No. 143-26:
222
cc28July2026 – ud

Interim City Attorney Shannon Moore read the motion into the record as follows:

I move to waive further reading of the ordinance by title only pursuant to Government Code section 36934.

Adopt the ordinance ordering the submission of the General Obligation Bond measure to the voters and adopt the accompanying resolution. Placing the measure on the November 3, 2026, General Municipal Election Ballot requesting consolidation with the statewide election and setting the required election procedures.

Once the facilities needs assessment was completed, staff would return to council and outline a strategy for funding the additional projects that need investment and how to try to complete built environment projects such as Martin Luther King Center and other projects.

Motion by Mayor Eduardo Martinez
Seconded by Councilmember Cesar Zepeda
Ayes (6): Councilmember Soheila Bana, Councilmember Jamelia Brown, Councilmember Claudia Jimenez, Councilmember Sue Wilson, Councilmember Cesar Zepeda, and Mayor Eduardo Martinez
Absent (1): Vice Mayor Doria Robinson
Passed
Y. STUDY AND ACTION SESSION
Y.1 Ad Hoc Committee Formation for City Council Rules of Procedure and Order Amendments
APPOINT the mayor, vice mayor, city attorney, city clerk, and city manager to an ad hoc committee to develop proposed amendments to the City Council Rules of Procedure and Order, along with other operational refinements, to bring forward to the full City Council for approval within 60 days of its formation – Mayor’s Office (Mayor Eduardo Martinez 510-620-6502). This item was continued from the July 21, 2026 meeting.

Mayor Martinez gave an overview.

Councilmember Bana requested that she was appointed to the ad hoc committee.

Mayor Martinez did not accept her request. Mayor Martinez stated that per his prerogative he only appointed Vice Mayor Robinson and himself to the committee.

Cordell Hindler, Don Gosney, Claudia Citreon, and Irania de La Mora gave comments in person.

A motion was made by Councilmember Bana, seconded by Councilmember Jimenez to add Councilmember Bana to the committee.

Mayor Martinez made a substitute motion to maintain the recommended action as stated in the agenda item. The motion failed for lack of a second.

Discussion ensued.

Per the council's rules a suggestion could be made by the city council to add an additional member and the mayor could agree or not.
223
cc28July2026 – ud

A vote was not taken on the matter. Suggestions and feedback regarding the City Council Rules of Procedure could be e-mailed to the city clerk.

Y.2 Update on the Draft Healthy Options at Point of Sale Ordinance RECEIVE an update on the draft Healthy Options at Point of Sale (HOPS) ordinance; RECEIVE direction on aligning Richmond's ordinance with Contra Costa County's, AUTHORIZE the city manager to enter into an interagency agreement with Contra Costa County once the draft agreement has been approved by the City Attorney's Office, and DIRECT staff to return to City Council with an ordinance for adoption – Economic Development Department (Nannette Beacham 510-621-1306/Samantha Carr- 510-620-5407/Yahna Williamson 510-620-6574).

Economic Development Director Nannette Beacham, Environmental Manager Samantha Carr, and Management Analyst Yahna Williamson presented a PowerPoint.

Link to presentation: Healthy Options Report
Tim James gave comments via Zoom.

Discussion ensued. The City Council stated that red dye should not be exempt but rather that it was completely banned to be in line with California's regulation that it was banned in public schools by January 31, 2027.

A motion was made as follows to approve the item as recommended:

Motion by Councilmember Soheila Bana
Seconded by Councilmember Jamelia Brown
Ayes (6): Councilmember Soheila Bana, Councilmember Jamelia Brown, Councilmember Claudia Jimenez, Councilmember Sue Wilson, Councilmember Cesar Zepeda, and Mayor Eduardo Martinez
Absent (1): Vice Mayor Doria Robinson
Passed
Y.3 23rd Street Ciclovía Pilot Project
RECEIVE an update on the proposed 23rd Street Ciclovía Pilot Project and PROVIDE DIRECTION to staff regarding whether this effort should be prioritized within the current Transportation and Public Works work plan, including consideration of staffing capacity, cost, trade-offs with existing Councildirected priorities, and impacts to ongoing traffic safety, traffic calming, grantfunded project delivery, and resident/Council traffic-related requests - Public Works Department (Gail Payne 510-620-6716/Daniel Chavarria 510-620-5478).

This item was continued from the June 16, June 23, July 7, and July 21, 2026, meetings. Public input on this matter was received during the July 7, 2026, meeting. The Council will now discuss this item without additional public comment.

Senior Transportation Planner, Gail Payne and Public Works Director Daniel Chavarria presented the matter.

Public comment was previously received. The council discussed the item without additional public comment.

Link to presentation: Ciclovia Pilot Report
224
cc28July2026 – ud

The Ciclovia event was not included in the fiscal year 2027-2028 operating budget.

City Council suggested that Ciclovia pilot could piggyback on some of the city's existing events such as Cinco de Mayo to reduce the cost.

Discussion ensued.

A motion by Councilmember Jimenez, seconded by Councilmember Wilson to work with local organizations to include the Ciclovia pilot with existing events such as on the Saturday before Cinco de Mayo, and other city events, and that the suggested expense was included in next fiscal year's budget. Local businesses and organizations could also sponsor Ciclovia by applying for a grant with the Department of Children and Youth.

Mayor Martinez offered an amendment to the motion that staff consider various options from Bike to Everywhere Day, Fiestas Patrias, Cinco de Mayo, Juneteenth, and Bay Trail events.

Councilmember Jimenez accepted the amendment.

Motion by Councilmember Claudia Jimenez
Seconded by Councilmember Sue Wilson
Ayes (5): Councilmember Soheila Bana, Councilmember Claudia Jimenez, Councilmember Sue Wilson, Councilmember Cesar Zepeda, and Mayor Eduardo Martinez
Abstentions (1): Councilmember Jamelia Brown
Absent (1): Vice Mayor Doria Robinson
Passed
Y.4 Presentation from AC Transit on Agency Deficit Projections, Services, and Workforce Reductions
RECEIVE a presentation from AC Transit on agency deficit projections and potential service and workforce reductions - Councilmember Soheila Bana (510- 672-3490).

Councilmember Bana introduced the item.

AC Transit District Board of Directors, Ward 1 Harpreet Sandhu, and Claudia Burgos AC Transit External Affairs presented a PowerPoint.

Link to presentation: AC Transit Report
A proposed regional transit measure, also known as Connect Bay Area would ask voters on the ballot in November 2026 in five Bay area counties, including Contra Costa, to approve a 14 year, half cent sales tax, $0.01 sales tax in San Francisco.

If approved, it would generate $980 million annually for Bay area busses, trains and ferries. AC transit would receive approximately $52 million a year, helping to protect existing bus service and prevent layoffs.

Mark Wassberg gave comments.

Discussion ensued.

For more information, visit planning at ACtransit.org or visit ACtransit.org/contingency plan.
225
cc28July2026 – ud

Z. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)(limited to two minutes per Councilmember) Councilmember Bana reported that there was a Hazardous Material Commission town hall public forum in September.

Councilmember Zepeda stated that it was 65th Anniversary with of the Sister City relationship with Shimada Japan. A delegation from Shimada would be in the city and celebrations would take place from August 18-21, 2026.

Mayor Martinez reported that Richmond sent 60 students to its sister city in Zhoushan, China.

AA. ADJOURNMENT
There being no further business, the meeting adjourned at 9:37 p.m., to meet again on September 15, 2026, at 6:00 p.m.

Clerk of the City of Richmond Mayor
226
cc11Aug2026 – sl/prc

RICHMOND, CALIFORNIA, August 11, 2026
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ A. SPECIAL OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED

SESSION
The Richmond City Council Special Open Session was called to order at 6:00 p.m. by Mayor Eduardo Martinez.

B. ROLL CALL

Present: Councilmembers Soheila Bana, Jamelia Brown, Claudia Jimenez, Sue Wilson, Cesar Zepeda, Vice Mayor Doria Robinson, and Mayor Eduardo Martinez. Absent:

None.

C. CLOSED SESSION
C.1 PUBLIC EMPLOYEE APPOINTMENT (Government Code Section 54957.6)
 Title: City Manager
D. PUBLIC COMMENT BEFORE CLOSED SESSION ON ITEM(S) LISTED ON

THE CLOSED SESSION AGENDA ONLY
Cordell Hindler gave comments in person regarding Item C.1 (employee appointment).

E. ADJOURN TO CLOSED SESSION
The Open Session adjourned to Closed Session at 6:01 p.m. Closed Session adjourned at 7:48 p.m.

F. SPECIAL MEETING OF THE RICHMOND CITY COUNCIL
The Special Meeting of the Richmond City Council was called to order at 7:59 p.m. by Mayor Eduardo Martinez.

G. PLEDGE OF ALLEGIANCE TO THE FLAG
Mayor Martinez led the Pledge of Allegiance to the Flag.

H. ROLL CALL

Present: Councilmembers Bana, Brown, Jimenez, Wilson, Zepeda, Vice Mayor Robinson, and Mayor Martinez. Absent: None.

I. STATEMENT OF CONFLICT OF INTEREST
None.

J. AGENDA REVIEW
None.

K. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE

DURING CLOSED SESSION
Interim City Attorney Shannon Moore stated that no final decisions were made. 227
cc11Aug2026 – sl/prc

L. PUBLIC COMMENT ON CONSENT CALENDAR ITEM ONLY
Cordell Hindler gave comments in person.

M. CONSENT CALENDAR
Motion by Mayor Martinez
Seconded by Councilmember Zepeda
To approve Item M.1 (Bob Murray & Associates contract amendment).

Ayes (7): Councilmember Bana, Councilmember Brown, Councilmember Jimenez, Councilmember Wilson, Councilmember Zepeda, Vice Mayor Robinson, and Mayor Martinez
Passed (7 to 0)
M.1 Contract Amendment No. 2 with Bob Murray and Associates for Recruitment Services
APPROVE a second amendment to the contract with Bob Murray & Associates to conduct recruitments for specialized positions, increase the payment limit by $100,000 for a total payment limit of $168,000, and extend the contract term through June 30, 2027 - Human Resources (Nickie Mastay/Sharrone Taylor 510-620-6602).

N. ADJOURNMENT
There being no further business, the meeting adjourned at 8:03 p.m., in memory of former East Bay Regional Park District Assistant General Manager Jerry Kent and longtime Richmond resident Ernestine Martin, to meet again on September 15, 2026, at 6:00 p.m.

Pamela Christian, Clerk of the City of
Richmond
Eduardo Martinez, Mayor
228
cc26Aug2026 – sl/prc

RICHMOND, CALIFORNIA, August 26, 2026
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ A. SPECIAL OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED

SESSION
The Richmond City Council Special Open Session was called to order at 6:00 p.m. by Mayor Eduardo Martinez.

B. ROLL CALL

Present: Councilmembers Claudia Jimenez, Sue Wilson, Cesar Zepeda, Vice Mayor Doria Robinson, and Mayor Eduardo Martinez. Absent: Councilmembers Soheila Bana and Jamelia Brown were absent for the entire meeting.

C. CLOSED SESSION
C.1 PUBLIC EMPLOYEE APPOINTMENT (Government Code Section 54957(b))
 Title: Interim City Manager Recruitment
C.2 PUBLIC EMPLOYEE APPOINTMENT (Government Code Section 54957(b))
 Title: City Manager Recruitment
C.3 PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government
Code Section 54957)
 Title: City Manager
D. PUBLIC COMMENT BEFORE CLOSED SESSION (public comment on closed session item(s) only)
Cordell Hindler gave comments in person.

E. ADJOURN TO CLOSED SESSION
The Open Session adjourned to Closed Session at 6:03 p.m. Closed Session adjourned at 7:27 p.m.

F. RECONVENE OPEN SESSION
The Open Session reconvened at 7:28 p.m.

G. ROLL CALL

Present: Councilmembers Claudia Jimenez, Sue Wilson, Cesar Zepeda, Vice Mayor Doria Robinson, and Mayor Eduardo Martinez. Absent: Councilmembers Soheila Bana and Jamelia Brown were absent for the entire meeting.

H. REPORT FROM THE CITY ATTORNEY ON FINAL DECISIONS MADE

DURING CLOSED SESSION
Interim City Attorney Shannon Moore stated that no final decisions were made. 229
cc26Aug2026 – sl/prc

I. ADJOURNMENT
There being no further business, the meeting adjourned at 7:29 p.m., to meet again on September 15, 2026, at 6:00 p.m.

Pamela Christian, Clerk of the City of
Richmond
Eduardo Martinez, Mayor
230

September 15, 2026
City Manager's Office
DATE: September 15, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Patrick Seals, Administrative Chief
Subject: Pre-Approved List for Group Facilitation, Staff Retreats, and Mediation Services
FINANCIAL IMPACT: The proposed expenditure is included within the approved Fiscal Year 2026-2027 operating budgets of
participating departments. Each department will be
responsible for funding facilitation, retreat, and mediation services from their respective operating budgets
(Account String: 400201).

PREVIOUS COUNCIL
ACTION:

November 19, 2024

STATEMENT OF THE
ISSUE:

To support City departments in successfully receiving
various group facilitation services, the City Manager’s Office released a Request for Qualifications (RFQ) to
create a pre-approved list of consultants that can
facilitate and strengthen the working relationships within City departments. The establishment of the pre-approved consultant list allows the City to negotiate and enter
contracts with pre-approved consultants for facilitationrelated services in an efficient and timely manner.

RECOMMENDED ACTION: ADOPT a resolution to APPROVE a pre-qualified eligibility list for as-needed group facilitation, staff retreats, and mediation services each for an amount not to exceed $50,000 per year, per firm for a term of three years with two one-year extension options – City
Manager’s Office (Patrick Seals 510-307-8016).

AGENDA
REPORT
231

September 15, 2026
DISCUSSION:

City staff members are requesting City Council adopt of a resolution, which will allow City departments to receive facilitation-related support from a pre-qualified list of eligible consulting firms, or organizations (Attachment 1).

The City Manager’s Office would like to support the effort of skilled and qualified facilitators to strengthen the working relationships within City departments, boards and commissions, community partners, and stakeholders, with the goal of:
 Guiding and supporting groups in achieving their objectives  Fostering constructive and meaningful dialogue
 Strengthening the various working relationships within the City  Enhancing organizational collaboration and effectiveness  Building strong relationships among team members
 Addressing and resolving underlying issues that may cause conflict within groups  Reaching mutually acceptable agreements through structured dialogue The City Manager’s Office issued an RFQ on January 16, 2026, through the City of Richmond’s BidsOnline system (Attachment 3). All responses were submitted by February 6, 2026. Each proposal included information on pricing, qualifications, references, and experience in providing facilitation services to public agencies. 26 firms responded to the RFQ, and after reviewing the proposals, City staff from the City Manager’s Office, Human Resources, and Literacy for Every Adult Program (LEAP) evaluated them. The following 24 firms scored, on average, 70 or higher out of 100 (Attachment 4). Staff are recommending that the firms listed below be placed on a preapproved vendor list:

Abundance Altara Heights Blaze BluePoint
Planning
Break the
Norm
Leadership
Coach to
Discover
Community
Planning
Collaborative
Corraggio
Group CPS HR Glen Price Group
Raygoza
Consulting
Illuminary
Perspectives
JAMS
Pathways KAI Partners Kearn West
KJR Project
Sentinel
Radical Root
Collective Raftelis Seed Collaborative
Spark Decks The Consulting
Team
The Lind
Group ThinkDEV
Tasks that may be included in a departmental contract scope of work with consultants may include, but are not limited to the following:

1. Retreats/ Team Building: Create activities that enhance organizational effectiveness by improving communication, fostering collaboration, and building strong relationships among team members. The goal of providing these activities 232

September 15, 2026
is to create a more effective, cohesive, and motivated team, ultimately contributing to success and productivity

2. Meeting/ Group Facilitation: Engage members in best practices for brainstorming, group flow, and dialogue to improve productivity, motivation, and rapport of teams. The goal of the facilitator during these discussions will be to guide and support groups in achieving their objectives effectively and efficiently.

The facilitator will provide structured discussions, enhanced collaboration strategies, inclusive participation, and prevent meetings from becoming unproductive or prolonged.

3. Conflict Resolution and Mediation: Incorporates a range of methods and approaches to handle and resolve disputes. Address and resolve underlying issues that may cause conflict within groups. Provide participants with strategies and tools that prepare them should future conflicts arise. Engage in facilitating discussions between conflicting parties to help reach mutually acceptable agreements through structured dialogue.

The City Manager’s Office staff will make each proposal accessible to all department staff to review and select a consultant from the list of pre-approved consultants, as needed. The resolution authorized the City Manager or their designee to negotiate and execute contracts with the pre-approved consultants and any amendments thereto, each for an amount not to exceed $50,000 per year for a term of three years with two one-year extension options.

If a contract or amendment thereto exceeds the authorized not-to-exceed amount of $50,000 per year, department staff will be required to take the contract before City Council for approval. City Manager staff will inform all consultants and departments of this requirement and require that departments check the contract amounts.

If needed, the qualified consultant list for facilitation-related services may be modified to include new vendors at the end of each fiscal year. This will be done by reissuing the RFQ through the BidsOnline system. At that time, a modified list will be brought before City Council for review and approval.

DOCUMENTS ATTACHED:

Attachment 1 – City Council Resolution for Qualified List of Group Facilitation Providers Attachment 2 – Request for Qualifications (RFQ)
Attachment 3 – BidsOnline Project Report
Attachment 4 – Rating Scoring Sheet
233
Reso. No. _____

Resolution NO. XX - 26

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

AUTHORIZING CONSULTANTS FOR AS-NEEDED GROUP FACILITATION, STAFF

RETREATS, AND MEDIATION SERVICES FOR AN AMOUNT NOT TO EXCEED $50,000 PER VENDOR, PER YEAR BETWEEN CONSULTANT FOR THREE YEARS WITH TWO – ONE YEAR EXTENSION OPTIONS
WHEREAS, in an effort to support City departments to successfully receive facilitation services, the City Manager’s Office released a Request for Qualifications on January 16, 2026, to create a pre-qualified eligibility list of consulting firms, or organizations who can facilitate and strengthen the working relationships within City departments.

WHEREAS, twenty-six (26) firms responded to the Request for Qualifications; and WHEREAS, in evaluating proposals, staff from the City Manager’s Office, Literacy for Every Adult Program (LEAP), Economic Development, and Human Resources considered (1) the qualifications of the consultant and project team; (2) the relevant experience and strengths of each consultant and project team; and (3) pricing; and
WHEREAS, twenty-four (24) proposals were recommended for inclusion on the qualified list, finding that all have the expertise to perform the work required; and WHEREAS, the twenty-four (24) firms selected are:
 Abundance
 Altara Heights
 Blaze
 BluePoint Planning
 Break the Norm
Leadership
 CEEQ
 Coach to Discover
 Community
Planning
Collaborative
 Coraggio Group
 CPS HR
 Glen Price Group
 Raygoza
Consulting
 Illuminary
Perspectives
 JAMS Pathways
 KAI Partners
 Kearn West
 KJR
 Project Sentinel
 Radical Root
Collective
 Raftelis
 Seed Collaborative
 Spark Decks
 The Consulting
Teams
 The Lind Group
 ThinkDEV
WHEREAS, the City Manager’s Office staff will make each proposal on the intranet, giving access to all departments to enable them to review proposals and select a consultant based on department need and consultant expertise; and
234
Reso. No. _____

WHEREAS, City Departments will be able to negotiate and enter into contracts with approved consultants for work that does not exceed $50,000 per vendor, per occurrence between the department/division and consultant; and
WHEREAS, City departments will be required to take a contract with a selected consultant before City Council for approval if not exceeding the amount of $50,000 per vendor per occurrence; and
WHEREAS, consultants hired for these as-needed facilitation services may meet with City department staff to review priorities and funding needs; facilitate department decision-making process regarding the feasibility of pursuing potential grant opportunities; facilitate partnership meetings on grant submissions, convene or attend meetings with departments and/or collaboratives; develop requested proposals/applications; assist in gathering grant-related information; provide estimations of City departments commitment if grant is received; write and submit proposals; conduct follow-up after proposal submission; and assist with contract or material development or reporting once grant is awarded; and
WHEREAS, each department will manage their own contracts; and WHEREAS, if needed, the qualified consultant list for facilitation-related services may be modified to include new vendors at the end of each fiscal year through the reissuance of the RFQ through the BidsOnline system and at that time a modified list below will be brought before City Council review and approval.

NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Richmond, California, hereby authorizes City Departments to enter into service contracts for as-needed facilitation services with the twenty-four (24) consultants for an amount not to exceed $50,000 per vendor, per year for a term of three years with two – one year extension options:
********************
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held on Mmmm dd, yyyy, by the following vote:

AYES:

NOES:

ABSTENTIONS:
235
Reso. No. _____

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 Mmmm dd, yyyy.
_______________________________________
Pamela Christian, Clerk of the City of Richmond
236

Request for Qualifications
Group Facilitation Support
Release Date
January 16, 2026
Deadline for Submittal
February 6, 2026
Contact: Patrick Seals
Email: [email protected]
Phone Number: 510-620-6512 or 510-307-8016
City of Richmond
City Manager’s Office
237

Table of Contents
Introduction .................................................................................................................4 Project Background.......................................................................................................4 Scope of Services .........................................................................................................5 Service Period...............................................................................................................6 RFQ Schedule...............................................................................................................6 Proposal Format Guidelines ..........................................................................................6 A. Background and Project Summary Section...........................................................7 B. Qualifications.....................................................................................................7 C. Approach and Activities ......................................................................................7 D. Cost Information ................................................................................................7 E. Supplementary Attachments...............................................................................8 F. Value Added Services .........................................................................................8 G. Contractor Assignment of Sub-Contract ..............................................................8 H. Statement of Impartiality and Disclosure .............................................................8 Process for Submitting Proposals ..................................................................................9 Proposal Evaluation and Selection Process ....................................................................9 Selection Criteria.......................................................................................................9 Prequalification Process .......................................................................................... 10 Selection from Prequalified Pool............................................................................... 10 Background and Project Summary – 30% ............................................................... 10 Qualifications – 25% ............................................................................................. 10 Approach and Activities – 30%............................................................................... 11 Budget – 15% ....................................................................................................... 11 Guidelines for Proposals ............................................................................................. 11 Background Check Requirements ................................................................................ 11 Insurance Requirements ............................................................................................. 11 Business Licenses ...................................................................................................... 12 Compliance with City Ordinances................................................................................ 12 238

Sanctuary City Contracting Ordinance (SCCO) ............................................................. 12 Limited Liability Company Disclosure Statement (LLCS)................................................ 12 Collusion.................................................................................................................... 12 Withdrawal Of Proposals............................................................................................. 13 Award ........................................................................................................................ 13 Attachments............................................................................................................... 13 239

Introduction
This Request for Qualifications (RFQ) is being issued by the City Manager’s Office, on behalf of all City Departments, and Boards and Commissions. The City is seeking qualified firms and organizations to provide proposals for partnerships on services that satisfy various facilitation needs.

The City will evaluate proposals to create a pre-qualified pool of proposers. Proposers that are prequalified under this RFQ are not guaranteed a contract. The City will use the prequalified pool at its discretion, on an as-needed basis.

Multiple Service Areas: The prequalified pool will consist of entities with experience in the service areas listed below. Proposers are not required to have experience in all service areas but must have experience in at least one:

1. Retreats/Team Building

2. Working Group Facilitation

3. Conflict Resolution and Mediation
Project Background
The City of Richmond takes great pride in its commitment to upholding community values and ensuring that its governance system is both transparent and effective. The City operates through a diverse structure, encompassing many departments and nearly 30 Boards and Commissions. Each of these entities is staffed by dedicated professionals, engaged Richmond residents, and other vital stakeholders. Together, they work tirelessly to support the City's mission and goals, striving to enhance the quality of life for all Richmond residents. This collaborative effort is essential in maintaining the City's high standards of service, fostering community engagement, and driving continuous improvement in City operations and governance.

The City has identified a need for skilled and qualified facilitators to strengthen the working relationships within City departments, Boards and Commissions, community partners, and stakeholders. This project should be an ongoing effort to promote a positive and more effective working culture, collaboration, and engagement so the needs of Richmond residents can remain at the forefront of the work the City does.

The City is seeking firms and individuals who can employ an approach built on cultural competency, foster constructive and meaningful dialogue through mediation, conflict resolution, and facilitate meetings that promote meaningful discussions. The prequalified pool will conduct all administrative tasks needed to ensure a seamless experience 240

during all meetings. The City looks forward to receiving proposals that will strengthen collective efforts in improving the various working groups.

Scope of Services
The City will oversee the implementation of the services within this RFQ. This RFQ is being issued to create a prequalified pool of organizations (i.e., individuals, consulting firms, non-profits, community-based) to administer the services listed below. The service areas listed below could target a variety of departments, projects, and demographics.

This could include but are not limited to youth, residents, city staff, councilmembers, boards and commissions, and management-level staff. Organizations should be grounded in a methodology and practice structured around equity, race, health, process, and humanity.

Multiple Services Areas: The prequalified pool will consist of organizations with experience in the following areas. Proposers are not required to have experience with all service areas but MUST have experience in at least (1) one:

1. Retreats/ Team Building: Create activities that enhance organizational effectiveness by improving communication, fostering collaboration, and building strong relationships among team members. The goal of providing these activities is to create a more effective, cohesive, and motivated team, ultimately contributing to success and productivity.

2. Meeting/Group Facilitation: Engages members in best practices for brainstorming, group flow, and dialogue to improve productivity, motivation, and rapport of teams. The goal of the facilitator during these discussions will be to guide and support groups in achieving their objectives effectively and efficiently.

The facilitator will provide structured discussions, enhanced collaboration strategies, inclusive participation, and will prevent meetings from becoming unproductive or prolonged.

3. Conflict Resolution and Mediation: Encompasses a range of methods and approaches to handle and resolve disputes. Address and resolve underlying issues that may cause conflict within groups. Provide participants with strategies and tools that prepare them should future conflicts arise. Engage in facilitating discussions between conflicting parties to help reach mutually acceptable agreements through structured dialogue.
241

Service Period
Per the City’s contracting policy or unless otherwise noted, contracts are limited to a term of up to three (3) years with two one (1) year extensions. All decisions regarding the contract amount, term, budget, scope of work, and reporting requirements are subject to the City Council’s approval and budget availability. Continuation of service is not guaranteed, and future terms will depend on the performance of the facilitators during the initial period and other policy considerations as determined by the City.

Facilitators will be required to submit a final report on their activities, and if the City decides to extend services, a revised scope of work and budget for the extension period(s) must be submitted for review. The City reserves the right, at its sole discretion, to decide not to extend service.

RFQ Schedule
The anticipated schedule for awarding initial funding is as follows:

Estimated Date Activity
January 16, 2026 Release RFQ
January 23, 2026 Final day to submit questions (5PM)
January 30, 2026 Responses to questions posted on
BidsOnline
February 6, 2026 RFQ due date
February/March 2026 Final selection and City approval process Proposal Format Guidelines
The proposal should be concise, well organized, and demonstrate the proposer’s qualifications and experience applicable to the selected service area(s). The proposal shall be limited to three (3) double-sided pages (8.5 inches x 11 inches), inclusive of graphics, forms, pictures, photographs, dividers, etc., but not of cost proposal, resumes, required forms, certifications, front and back covers, or letters of commitment from subconsultants. The required font size is 12 point, with minimum left and right margins of one inch, and top and bottom margins of 0.7 inches. Each proposal will adhere to the following order and content of sections. The proposal should be straightforward, concise, innovative and be culturally responsive within the service areas. The following proposal sections are to be included in the proposer’s response:
242

A. Background and Project Summary Section
The Background and Project Summary Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished. Refer to scope of services for this RFQ. Explain your organization’s goals and objectives and how they align with the selected RFQ service area(s).

B. Qualifications
Describe the proposer’s relevant qualifications along with detailing the experience of proposed partners, sub-partner (if applicable), and staff. Describe how these qualifications will serve the proposer in developing and executing the proposed work.

Provide the experience of the proposer’s project team, including the team’s project manager(s), other key staff members, and capacity. Also, explain your experience with council staff, boards and commissions, and community members.

C.Approach and Activities
The proposal outlines the specifics of the chosen service area(s) and provides a clear plan for how the proposed work will be executed. It details how the approach is grounded in the proposer’s experience and supported by relevant research and literature. Additionally, the proposal showcases the organization’s ability to effectively manage and deliver on the selected service area(s).

D. Cost Information
Provide the total costs to complete all tasks identified in the scope of services. This could include:
• Hourly rates based on job classifications within your organization • Costs based on types of projects
• Etc.

Proposers will be paid at the same rates set forth in their cost proposal unless further negotiated in writing and agreed to by the City of Richmond. 243

E. Supplementary Attachments
Provide at least three (3) references that received similar services from your organization. The City of Richmond reserves the right to contact any of the organizations or individuals listed. Information provided shall include:

I. Client Name and contact info
a. 1) Telephone and e-mail address
b. 2) Physical address
II. Description of services provided including contract amount III. Project start and end dates
F. Value Added Services
Please provide any additional services of benefit not specifically required herein, which the proposer offers to provide.

G.Contractor Assignment of Sub-Contract
Any resulting contract shall not be assigned, transferred, or sublet, in whole or in part, without the prior written approval of the City of Richmond. If proposers intend to subcontract any portion of the resulting contract, they must describe their process for selecting such subcontractor(s) and the quality control measures that the proposer will employ to ensure that any subcontractor complies with the provisions of proposer’s contract with the City.

H. Statement of Impartiality and Disclosure
The nature of the project(s) requires an impartial unbiased approach on the part of the proposer’s team. This proposal shall include a statement declaring that the proposer and sub-consultants are not currently, and will not, during the performance of these services, participate in any other similar work involving a third party with interests currently in conflict or likely to conflict with the City of Richmond’s interests. Additionally, the proposer is required to disclose any pending or active investigations or litigation that may affect the reputation or ability of the proposer to carry out the project. 244

Process for Submitting Proposals
Questions Concerning Request for Proposals
All questions must be submitted via the electronic BidsOnline system (category codes 91800, 91883, 96105) on the Q&A tab by the deadline. If the City finds it necessary to issue an addendum, the prospective proposer (s) will receive an e-mail notification of the addendum. It is the proposer’s responsibility to periodically check the BidsOnline website www.ci.richmond.ca.us/bids for any possible addenda to the RFQ that may have been posted.

Note: For organizations with 501(c)(3) tax status, City staff may check websites such as the Internal Revenue Service at www.irs.gov and GuideStar at www.guidestar.org to gather additional information about the applicant organization.

City staff will confirm that the organization has filed the required document(s) in California and is authorized to carry out its business activities (California Secretary of State [https://businesssearch.sos.ca.gov] and the State of California Department of Justice [https://oag.ca.gov/charities]). Applications submitted by organizations not identified with “active” or “current” status may be disqualified.

Proposal Evaluation and Selection Process
First, the City will review all proposals to determine if they are complete and meet the eligibility criteria. Incomplete, late, or otherwise ineligible proposals will not be considered, and proposers will be notified if their proposals have been disqualified.

Selection Criteria
Proposals will be reviewed and evaluated using the criteria described in this section.

Point values indicate the relative importance placed on each section and points will be awarded based on the extent to which the proposal addresses the criteria listed.

Proposers should prepare their proposals with these criteria in mind.

Depending on the number and quality of proposals, proposers may be invited to be interviewed by the review committee to make a final selection. Each proposer will be considered individually and the organization’s overall capacity to the number of projects proposed will also be considered when projects and proposals are recommended for funding.
245

Prequalification Process
Proposers scoring 70% and above may be added to the prequalified pool and eligible for potential negotiations with the City on an as-needed basis in the Service Area described in the section above. Due to the varied nature of the services to be performed, the City reserves the right to contract with any or all prequalified Respondents.

Selection from Prequalified Pool
The City may select from the prequalified pool with these options, as described below.

Selections must be made before pool expiration.

A) Select the organization (s) that rank highest based on the City's evaluation of the partnership criteria for each service area from the prequalified pool, or B) Request quotes or proposals from a select group of the prequalified pool based on the opportunity.

The City may select partners from the prequalified pool at its sole and absolute discretion. After the prequalified pool has been established, the City may issue Request(s) for Quotes or Request(s) for Proposals, oral selection interviews/demonstrations, conduct reference checks to the prequalified consultant pool to better assess qualifications for a specific scope of service, which may include staffing, scheduling, deliverable, and cost considerations. The City reserves the right to request proposals, quotes, oral interviews/demonstrations, and conduct reference checks from vendors simultaneously.

Background and Project Summary – 30%
• The proposal demonstrates knowledge of the needs of City and its various departments
• The proposal presents clearly how it will:
o contribute to achieving the goals and objectives stated in the RFQ o innovate and create a solution to meet the needs of the City Qualifications – 25%
• The proposal demonstrates the proposer's relevant professional qualifications and experience and any proposed partners, subgrantees, and staff, including their previous roles in implementing similar projects or activities. • The proposal presents staffing assignments that are feasible and sustainable, taking into consideration skills, availability, and workload. 246

Approach and Activities – 30%
• The proposal presents details on the selected service area(s) and how the proposed work will be accomplished
• The proposal describes how practices are supported by the proposer’s experience and/or research and literature.
• The proposal demonstrates the organization’s capacity to carry out the selected service area (s)
Budget – 15%
• Proposal includes a brief organization budget describing each line item • Proposer maintains fiscal control and would ensure the prudent use, proper and timely disbursement, and accurate accounting of funds awarded under this RFQ Proposals that meet a minimum score of 70% will be considered for the project pool Guidelines for Proposals
The proposal and any required certifications shall be signed by an individual or individuals authorized to execute legal documents on behalf of the proposer. Electronic proposals shall be submitted via the City’s secure online bidding system, BidsOnline. All required sections of the proposal must be submitted via the website. Proposers will receive an e-bid confirmation number with a time stamp from the Bid Management System indicating that their bid was submitted successfully. The City will only receive those proposals that were transmitted successfully through BidsOnline. The City of Richmond reserves the right to waive inconsequential irregularities.

Background Check Requirements
Organizations that provide services to youth or other vulnerable populations must require comprehensive background checks and fingerprinting of all employees and/or volunteers who work directly with youth or other vulnerable populations.

Insurance Requirements
The City of Richmond requires consultants doing business with it to obtain insurance, as shown in Attachment C. The required insurance certificates must comply with all requirements of the standards as shown and must be provided within fifteen (15) days of issuance of the Notice of Intent to Award and before the commencement of any work on the project.
247

Business Licenses
The successful contractor and all subcontractors used in the work will be required to hold or obtain a City of Richmond business license. The business license fee will not be waived.

Compliance with City Ordinances
The contractor and all subcontractors shall comply with the City of Richmond Nondiscrimination Clauses in City Contracts Ordinance (Richmond Municipal Code (RMC) Chapter 2.28), Business Opportunity Ordinance (RMC Chapter 2.50), Local Employment Program Ordinance (RMC Chapter 2.56), Living Wage Ordinance (RMC Chapter 2.60) and Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on all employment applications (“Ban the Box”) (RMC Chapter

2.65), which are incorporated into the contract documents by this reference.

Sanctuary City Contracting Ordinance (SCCO)
The Richmond Sanctuary City Contracting Ordinance No. 12-18 (Attachment F) 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”).

Proposers must submit the attached Sanctuary City Compliance Statement (Attachment G) with their Proposal.

Limited Liability Company Disclosure Statement
(LLCS)
Resolution No. 86-21 (Attachment D), requires disclosure of the identities of beneficial & responsible owners of Limited Liability Corporations (LLC). Proposers must submit the attached Disclosure Statement of Limited Liability Companies Form with their Proposal (Attachment E).

Collusion
By submitting a proposal, each respondent represents and warrants that its proposal is genuine and not false or collusive or made in the interest of, or on behalf of any person not named therein; that the respondent has not directly or indirectly induced or solicited any other person to submit a false proposal, or any other person to refrain from 248

submitting a proposal; and that the respondent has not, in any manner, sought collusion to secure any improper advantage over any other person submitting a proposal.

Withdrawal Of Proposals
A respondent may withdraw their proposal before the expiration of the time for submission of proposals by delivering to the Finance Department a written request for withdrawal signed by, or on behalf of, the respondent.

Award
When the Review Panel has completed its work, City staff will then recommend the City Manager and/or City Council for approval. The services provided by the selected venders shall be governed by a Standard Services Agreement (Attachment B).

Attachments
B Standard Services Agreement
C Insurance Requirements
D Limited Liability Company Disclosure Resolution No. 86-21 E Limited Liability Company Disclosure Statement
F Sanctuary City Contracting Ordinance No. 12-18
G Sanctuary City Compliance Statement
249
City of Richmond
Request for Qualifications for Group Facilitation Support, bidding on 02/06/2026 5:00 PM (PST)

Printed 06/24/2026
PlanetBids
250
Group Facilitation Support
Request for Qualifications
RFQ Rating Matrix Abundance Altara
Heights
Asha
Mehta Blaze BluePoint Planning
Break the
Norm
Leadership
CEEQ Coach to
Discover
Community
Planning
Collaborative
Coraggio
Group
1 16 10 0 0 16 13 16 17 17 15
2 17 14 11 17 19 14 15 17 19 17
3 17 15 13 16 18 14 14 16 17 17
4 14 19 12 20 18 18 14 20 20 15
5 15 13 11 15 14 14 10 13 13 12
Avg. Percentage
(%) Final Score 79% 71% 59% 85% 85% 73% 69% 83% 86% 76% RFQ Rating Matrix CPS HR Glen Price
Group
Raygoza
Consulting
Illuminary
Perspectives
JAMS
Pathways KAI Partners Kearn West KJR
1 17 19 17 15 18 19 18 15
2 17 19 16 15 16 19 19 16
3 17 18 17 15 15 18 18 16
4 19 19 14 19 14 17 19 14
5 16 16 12 13 15 12 14 10
Avg. Percentage
(%) Final Score 86% 91% 76% 77% 78% 85% 88% 71%
RFQ Rating Matrix Project
Sentinel
Radical Root
Collective Raftelis Seed Collaborative
Spark
Decks
The
Consulting
Teams
The Lind
Group ThinkDEV
1 16 18 17 13 0 14 19 20
2 16 18 19 15 18 19 18 19
3 16 16 17 15 17 18 17 18
4 11 20 16 14 13 14 18 18
5 15 15 13 14 16 17 15 15
Avg. Percentage
(%) Final Score 74% 87% 82% 71% 80% 82% 87% 90%
251

September 15, 2026
Community Development
DATE: September 15, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Lina Velasco, Director of Community Development
Jesus Morales, Housing Manager
Charice M. Duckworth, Senior Planner, Housing Division
Subject: Contract with Community Housing Development
Corporation of North Richmond for Environmental
Remediation for Bob Dabney Plaza
FINANCIAL IMPACT: There is no fiscal impact on the General Fund. The proposed $80,014.40 expenditure is funded by the U.S.

Environmental Protection Agency’s original $1,000,000
award that established the Richmond Brownfields
Revolving Loan Fund (RBRLF). The action will also
appropriate the remaining RBRLF balance of $42,514.39
into the Fiscal Year 2026-2027 Housing Division budget
(Account String: 22531063-400855-07B73).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

Community Housing Development Corporation of North
Richmond (CHDCNR) is undertaking the environmental
investigation necessary to facilitate the development of Bob Dabney Plaza, a permanently affordable multifamily
housing project located at 100 and 106 Macdonald
Avenue. To help advance the project, CHDCNR is
requesting funding from the City of Richmond's
Brownfields Revolving Loan Fund (RBRLF) to cover
Department of Toxic Substances Control (DTSC)
environmental oversight fees.

RECOMMENDED ACTION: APPROVE a contract with the Community Housing Development Corporation of North Richmond
(CHDCNR), in an amount not to exceed $80,014.40, to
support environmental assessment and remediation
activities for Bob Dabney Plaza, a permanently affordable AGENDA
REPORT
252

September 15, 2026
multifamily housing development located at 100 and 106
Macdonald Avenue, using funds from the City’s
Brownfields Revolving Loan Fund (RBRLF);
APPROPRIATE the remaining RBRLF balance of
$42,514.39 into the Fiscal Year 2026-27 budget; and
AUTHORIZE the city manager, or their designee, to
execute the contract – Community Development
Department (Lina Velasco/Jesus Morales/Charice
Duckworth 510-412-2052).

DISCUSSION:

In September 2009, the U.S. Environmental Protection Agency (EPA) awarded the former Richmond Community Redevelopment Agency (Agency) a $1,000,000 Brownfields Revolving Loan Fund (RBRLF) grant to provide financial assistance for the assessment, cleanup, and redevelopment of environmentally impacted properties throughout the City. Following the dissolution of redevelopment agencies in 2013, administration of the RBRLF was transferred to the City of Richmond, which has continued to administer the program in accordance with the EPA grant requirements.

Since assuming administration of the RBRLF, the City has provided low-interest loans to public and private entities and grants to eligible nonprofit organizations to support environmental cleanup activities that facilitate redevelopment, improve environmental conditions, and promote investment in disadvantaged communities. Consistent with the EPA grant agreement, grants may only be awarded to nonprofit organizations.

The RBRLF is reaching the end of its grant term, December 31, 2026, and the remaining balance must be expended to complete the program and close out the EPA grant. Working in coordination with EPA staff, City staff have identified an eligible use of the remaining funds that advances the objectives of the program while supporting the development of affordable housing in Richmond.

The Community Housing Development Corporation of North Richmond (CHDCNR), a qualified nonprofit organization, is developing Bob Dabney Plaza, a permanently affordable multifamily housing development located at 100 and 106 Macdonald Avenue.

The project will provide 32 affordable family housing units with on-site supportive services for extremely low- to low-income households. As part of the environmental due diligence and remediation process, the project requires oversight by the California Department of Toxic Substances Control (DTSC), resulting in eligible oversight costs.

CHDCNR has requested funding of up to $80,014.40 from the City's Brownfields Revolving Loan Fund to reimburse their DTSC oversight fees, and related remediation investigations cost completed and in progress in support of their Bob Dabney Plaza project.

Approval of the proposed contract and appropriation of the remaining funds into the Fiscal Year 2026-27 budget would enable the City to fully expend the remaining RBRLF 253

September 15, 2026
funds in accordance with EPA program requirements, support the development of permanently affordable housing, and formally close out the Brownfields Revolving Loan Fund grant.

SYNERGISTIC POLICIES:

The proposed agreement supports implementation of the following goals and policies of the Richmond General Plan 2030 Land Use and Urban Design and Housing Elements:

Land Use and Urban Design Element, Policy LU3.3 (Infill Development) Promote infill development on vacant and underutilized sites to accommodate housing and mixed-use development while making efficient use of existing infrastructure and public services. The proposed grant will facilitate the environmental assessment and remediation necessary to redevelop an underutilized site into permanently affordable housing.

Housing Element – Goal 1, Policy 1.1 (Increase the Supply of Housing) Facilitate the production of housing for all income levels, with an emphasis on affordable housing for extremely low-, very low-, low-, and moderate-income households. The Housing Element also encourages leveraging public funding and partnerships with nonprofit housing developers to increase the supply of permanently affordable housing.

The proposed funding advances these objectives by utilizing federal Brownfields funding to support the development of Bob Dabney Plaza, a 32-unit permanently affordable multifamily housing development serving extremely low- to low-income households.

CONCLUSION:

In consideration of these factors, approval of the proposed grant agreement will support the Community Housing Development Corporation of North Richmond's efforts to complete the environmental assessment and remediation activities necessary to advance the Bob Dabney Plaza affordable housing project. The funding award will also enable the City to fully expend the remaining balance of the Brownfields Revolving Loan Fund in accordance with EPA grant requirements, formally close out the program, and leverage federal funding to facilitate the redevelopment of an environmentally impacted site into permanently affordable housing.

ATTACHMENTS:

Attachment 1 – Standard Contract
254

CITY OF RICHMOND

STANDARD CONTRACT
Department: City Project Manager:

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

Vendor No: Contract No:

Description of Services:

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

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

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

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

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

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

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

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

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

Community Development Charice M Duckworth [email protected] (510) 412-2052 1057 Environmental assessment of permanently affordable multifamily site, commonly known as Bob Dabney Plaza, 100 and 104 Macdonald Avenue, Richmond CA CHDC of North Richmond 1525-A Fred Jackson Way Richmond, CA 94801 Joanna Griffith, Director of Real Estate Development (510) 412-9290 [email protected] 4000-8986 July 28, 2026 December 31, 2027 80,014.40 2026-27 80,014.40 255

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
CHDC of North Richmond
256
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT A

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

CHDC of North Richmond
Complete environment assessment collecting soil and vapor sampling data necessary to determine any potential contamination and/or human health risks of the project site. In doing so the Contractor will develop a remediation plan if determined necessary by the California Department of Toxic Substances Control (DTSC). DTSC will provide ongoing oversight of the proposed sampling. City of Richmond will provide grant funding from the Richmond Environmental Revolving Loan Fund (RLF) to support CHDC in paying the DTSC oversight fees. 257
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT B

PAYMENT PROVISIONS

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

2. SUBMISSION OF INVOICES:

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

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

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

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

Charice M Duckworth Charice M DuckworthCHDC of North Richmond 258
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

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

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

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

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

Attn:

Email: ________________________________________________ Charice M Duckworth [email protected] CHDC of North Richmond CHDC of North Richmond 1525-A Fred Jackson Way Richmond, CA 94801 [email protected] Joanna Griffith 259
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

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

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

2. TIME IS OF THE ESSENCE:

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

3. STANDARD OF CARE:

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

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

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

5. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, CHDC of North Richmond
260
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

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

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

CHDC of North Richmond
261
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

8. PERMITS AND LICENSES:

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

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

9. TERMINATION:
a. Termination Without Default. 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 CHDC of North Richmond
262
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

11. HOLD HARMLESS:
a. To the fullest extent permitted by 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 CHDC of North Richmond
263
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent. c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or jointventure or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add subcontractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.
f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.

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 CHDC of North Richmond
264
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.

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

14. INSURANCE:

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

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.

CHDC of North Richmond
265
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor. d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.

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

16. INTEGRATED CONTRACT:

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

17. CONFLICTING PROVISIONS:

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

18. FORCE MAJEURE:

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

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of CHDC of North Richmond
266
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.

20. CLAIMS:

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

21. INTERPRETATION:

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

22. WARRANTY:

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

23. SEVERABILITY:

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

24. AUTHORITY:

City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, CHDC of North Richmond
267
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.

CHDC of North Richmond
268
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”):

CHDC of North Richmond
None
269
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
CHDC of North Richmond
270
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)
CHDC of North Richmond
271
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:

CHDC of North Richmond
272

September 15, 2026
Community Development
DATE: September 15, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Lina Velasco, Director of Community Development
Avery Stark, Planning Manager
Subject: 2025 Housing Element Annual Progress Report
FINANCIAL IMPACT: There is no fiscal impact associated with this action.

Preparing and accepting the Annual Progress Report
does not require an expenditure of funds, and no budget adjustments or appropriations are needed. However,
jurisdictions that do not submit the required Annual
Progress Report are ineligible for certain State grant
programs, including One Bay Area Grant funds.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

California Government Code Section 65400 requires
jurisdictions (cities and counties) to prepare an Annual Progress Report (APR) to their legislative body, the State Department of Housing and Community Development
(HCD), and the Governor’s Office of Planning and
Research (OPR) describing the status of implementing
the General Plan’s Housing Element. The 2025 APR
includes information on the City’s progress in addressing the Regional Housing Needs Allocation (RHNA) and the
status of housing policies/programs listed in the 2023- 2031 City of Richmond Housing Element.

RECOMMENDED ACTION: RECEIVE a report and ADOPT a resolution accepting the 2025 Annual Progress Report for the City’s Housing
Element 2023-2031 - Community Development
Department (Lina Velasco/Avery Stark 510-620-6714).

AGENDA
REPORT
273

September 15, 2026
DISCUSSION:

California Government Code Section 65400 requires jurisdictions to prepare and submit an Annual Progress Report (APR) to the California Department of Housing and Community Development (HCD), and the Governor’s Office of Land Use and Climate Innovation (formerly known as the Office of Planning and Research (OPR)) describing the City’s progress in addressing the Regional Housing Needs Allocation (RHNA) and the status of housing policies/programs listed in the adopted Housing Element. The RHNA is allocated to Bay Area cities by the Association of Bay Area Governments for a planning period. The planning period for the current RHNA is 2023-2031, also known as the 6th cycle. Below is a summary table of Richmond’s RHNA and unit performance for the calendar years 2023-2025. The unit data reported represents building permits issued.

Table A: Richmond RHNA Progress and Permitted Units by Affordability, 2023-2025 Income Level RHNA
Allocation
Projection
Period
(6/30/2022
–
1/30/2023)
2023 2024 2025 Total Units
to Date Remaining
Acutely Low - 0 0 0 0 0 0
Extremely Low - 0 0 0 0 0 0
Very Low 840 0 0 14 48 62 778
Low 485 0 0 10 0 10 475
Moderate 638 0 2 22 1 25 613
Above
Moderate 1,651 49 132 97 99 377 1,274
Total 3,614 49 134 143 148 474 3,140
HCD provides forms and instructions for preparation of the APR. The APR provides a snapshot of housing unit production across affordability levels and provides an update on housing program implementation. The APR must be considered by the City Council at a public meeting, during which the City should receive any public comments. The City submitted a copy of the 2025 APR to the California Department of Housing and Community Development (HCD) and the Governor’s Office of Land Use and Climate Innovation (LCI) by April 1, 2026.

The current Housing Element was adopted on January 24, 2023, and certified by HCD on October 2, 2023.
274

September 15, 2026
The 2025 APR provides the number of housing units for which the City-issued building permits, both in the aggregate and by affordability levels according to State-defined income levels, during calendar year 2025 (Exhibit A of Attachment 2). The APR also identifies progress made on implementation programs included in the City’s Housing Element. It should be noted that timelines assigned to the various implementation programs are estimates only, subject to resource availability. In summary, the City entitled 56 residential units, 148 building permits were issued, and 94 units received certificates of occupancy in 2025. The City is at about 15 percent of its total RHNA and should be closer to 36 percent.

Since 2023, housing production has been constrained by a combination of sharply higher interest rates, elevated construction and insurance costs, limited affordablehousing subsidies, and continuing regulatory and infrastructure costs. These conditions have created a growing feasibility gap in which many projects may receive local approvals but cannot secure financing or generate sufficient returns to proceed to construction.

During 2025, an additional 49 units of affordable housing were added to Richmond’s existing inventory of 3,761 affordable units, increasing the total to 3,810 units. This was mostly due to the City’s Homekey project with 45 Civic Center, LP in which the city purchased a motel to convert it into permanent supportive housing units for the chronically homeless. Richmond’s 3,810 affordable housing units represent approximately 9 percent of the city’s estimated 42,406 total housing units, based on the U.S. Census Bureau’s 2024 American Community Survey.¹
Richmond has made great progress in building affordable housing over the past decades and in meeting its regional housing needs allocation for very low income in the most recent planning cycle. Relative to Contra Costa County jurisdictions, Richmond is amongst the leaders in affordable housing production. Yet, the need for affordable housing still exists. Richmond residents experience the impacts of a regional and statewide housing shortage in addition to a growing gap between wages and housing costs. These dual pressures mean there is much more the City of Richmond must do to meet the needs of its current residents.

ENVIRONMENTAL REVIEW:

HCD reporting requirements do not constitute a “project” subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15378(b)(5) in that completing the APR is an administrative activity of a governmental organization that will not result in direct or indirect changes in the environment.

SYNERGISTIC POLICIES:

This action is consistent with Housing Element Program 1.H. Annual Progress Reports which calls for the City to utilize the forms and definitions adopted by the State HCD to 275

September 15, 2026
prepare Annual Progress Reports on the on-going implementation of the City’s Housing Element Programs.

CONCLUSION:

This is an annual obligation of the City and City staff are seeking City Council acceptance, by resolution, of the 2025 Housing Element Annual Progress Report (Attachment 1).

DOCUMENTS ATTACHED:

Attachment 1 – Draft Resolution
Attachment 2 – Exhibit A - 2025 Annual Progress Report
276
DocID #71240v1
RESOLUTION NO. ___

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

ACCEPTING THE HOUSING ELEMENT ANNUAL PROGRESS REPORT FOR CALENDAR YEAR 2025
WHEREAS, the Housing Element is a mandatory element of the City’s General Plan; and
WHEREAS, the State Housing Element Law mandates that all local governments adequately plan to meet the existing and projected housing needs of all economic segments of the community; and
WHEREAS, the 2023-2031 City of Richmond Housing Element was adopted by the City Council on January 24, 2023, and certified by the California Department of Housing and Community Development (“HCD”) on October 2, 2023; and WHEREAS, Government Code Section 65400 requires the City’s planning agency to provide, by April 1 of each year, an annual report to the City Council, the HCD, and the Governor’s Office of Land Use and Climate Innovation (“LCI”) regarding the status of the General Plan and progress in implementing the Housing Element; and WHEREAS, Government Code Section 65400 further requires the housing element portion of the annual report to be considered at an annual public meeting before the City Council, at which members of the public are permitted to provide oral testimony and written comments; and
WHEREAS, the California Department of Housing and Community Development uses the report as an important tool to facilitate the implementation of the Housing Element and in tracking and monitoring progress in addressing housing needs and goals; and
WHEREAS, the City completed the Housing Element Annual Progress Report for Calendar Year 2025 using the forms, standards, and definitions provided by HCD and submitted the report to HCD and LCI by the April 1, 2026 deadline; and WHEREAS, the City Council finds that the HCD reporting requirements do not constitute a "project" within the meaning of the California Environmental Quality Act (CEQA) pursuant to CEQA is an administrative activity of a governmental organization that will not result in direct or indirect changes in the environment.

NOW, THEREFORE, BE IT RESOLVED that the foregoing recitals are true and correct, and are included herein by reference as findings.

BE IT FURTHER RESOLVED that the City Council of the City of Richmond hereby accepts the City of Richmond Housing Element Annual Progress Report for 277
DocID #71240v1
Calendar Year 2025, acknowledges its submission to HCD and LCI, and confirms that the report was considered at an annual public meeting at which members of the public were provided an opportunity to submit oral testimony and written comments. ******************
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 September 15, 2026 by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Eduardo Martinez, Mayor
Approved as to form:

Shannon Moore, Interim City Attorney
278
Jurisdiction Richmond ANNUAL ELEMENT PROGRESS REPORT
Reporting Year 2025 (Jan. 1 - Dec. 31) Housing Element Implementation Planning Period 6th Cycle 01/31/2023 - 01/31/2031
1 Projection
Period 3 4
RHNA Allocation
by Income Level
Projection
Period -
06/30/2022-
01/30/2023
2023 2024 2025 2026 2027 2028 2029 2030 2031
Total Units to
Date (all
years)
Total Remaining
RHNA by
Income Level
Deed Restricted - - - - - - - - - -
Non-Deed Restricted - - - - - - - - - -
Deed Restricted - - - - - - - - - -
Non-Deed Restricted - - - - - - - - - -
Deed Restricted - - 14 48 - - - - - -
Non-Deed Restricted - - - - - - - - - -
Deed Restricted - - 10 - - - - - - -
Non-Deed Restricted - - - - - - - - - -
Deed Restricted - 2 22 1 - - - - - -
Non-Deed Restricted - - - - - - - - - -
Above Moderate 1,651 49 132 97 99 - - - - - - 377 1,274 3,614
49 134 143 148 - - - - - - 474 3,140
Please note: The APR form can only display data for one planning period. To view progress for a different planning period, you may login to HCD's online APR system, or contact HCD staff at [email protected].

Acutely Low - -
*For years prior to 2025, data on deed-restricted vs. non-deed restricted Extremely Low-Income units is approximated from whether the projects reported any deed-restricted Very Low-Income Units. If you wish to edit this historical data for accuracy or have any questions about the data, you may login to HCD's online APR system, or contact HCD staff at [email protected].

Total Units
*For jurisdictions that received RHNA determinations for the current cycle prior to the passage of AB 3093 (September 19, 2024):
- You were not allocated Acutely Low-Income and Extremely Low-Income RHNA targets, therefore the allocations in Field 1 are listed as "0" - If you wish to set your own targets in these income categories for informational purposes, contact HCD staff at [email protected]. - All Acutely Low-Income and Extremely Low-Income units reported during the cycle are counted towards Very-Low Income RHNA progress 613
Total RHNA
-
475 Low
*For years prior to 2025, Acutely Low-Income units are reported within the Extremely Low-Income category Please Note: Table B does not currently contain data from Table F or Table F2 for prior years. You may login to the APR system to see Table B that contains this data.

Extremely Low -
25 Moderate
840
485
638
10 62
Income Level
Very Low
- -
This table is auto-populated once you enter your jurisdiction name and current year data. Past year information comes from previous APRs.

Please contact HCD if your data is different than the material supplied here 2 Table B
Regional Housing Needs Allocation Progress
Permitted Units Issued by Affordability
778
279

September 15, 2026
Library and Community Services
DATE: September 15, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Sam Vaughn, Deputy Director of Community Services – Office of Neighborhood Safety (ONS) and Community
Crisis Response Program (CCRP)
Michael Romero, CCRP Program Manager
Joan Binalinbing, Associate Administrative Analyst
Subject: Contract with Mark43, Inc. for Community Crisis Response Program Computer-Aided Dispatch Access
FINANCIAL IMPACT: The proposed three-year not-to-exceed expenditure of $95,668 is included within the approved Fiscal Year
2026-2027 Community Crisis Response Program budget.

Sufficient appropriations are available, and costs
associated with this contract will be funded through the CCRP operating budget (Account String:
01401113-400209).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

City Council approval is needed to enter into a contract with Mark43, Inc. to provide the Community Crisis
Response Program with software access and
implementation support to the City’s existing ComputerAided Dispatch system. This access will allow Reach Out with Compassion and Kindness (ROCK) mobile crisis
responders to receive and review crisis calls identified by Richmond’s Communications Dispatch Center as
appropriate for a ROCK response.

AGENDA
REPORT
280

September 15, 2026
RECOMMENDED ACTION: APPROVE a sole-source contract with Mark 43 for computer-aided dispatch (CAD) software for direct
communication to Richmond’s Communications Dispatch
Center for a term of September 15, 2026, to September
14, 2029, in an amount not to exceed $95,668 –
Community Services Department (Sam Vaughn 510-620-
5404/Michael Romero 510-620-6791/Joan Binalinbing
510-620-6531).

DISCUSSION:

The Community Crisis Response Program’s (CCRP) Reach Out with Compassion and Kindness (ROCK) mobile crisis response team provides non-law-enforcement support for eligible behavioral health, social service, and other community crisis calls. Under the program’s response protocol, ROCK responders are deployed based on referrals from Richmond’s Communications Dispatch Center or Police Department personnel when a call is determined to be appropriate for a ROCK response. Providing ROCK with access to the Mark43 Computer-Aided Dispatch (CAD) system currently used by the Communications Dispatch Center will support a more seamless referral and deployment process by allowing responders to receive timely and accurate call information directly through the same system used by Dispatch. Mark43 is a cloud-based system that can be accessed across multiple devices and platforms, supporting secure and efficient field operations without reliance on locally maintained hardware.

A sole source agreement with Mark43 is justified pursuant to the Richmond Municipal Code because Mark43 is the existing Computer-Aided Dispatch and Records Management System provider used by the Richmond Police Department and Communications Dispatch Center (Attachment 1). The City has utilized Mark43 since 2017, and the proposed agreement will expand the existing system by adding the Community Crisis Response Program’s Reach Out with Compassion and Kindness (ROCK) team as an additional tenant within the Computer-Aided Dispatch platform. The recurring subscription includes access for Dispatch call takers and ROCK responders, while the one-time professional services fee covers implementation of the additional tenant within the existing system.

Using the same platform as the Police Department and Communications Dispatch Center will allow ROCK responders to receive accurate, real-time call information, support direct communication with Dispatch, and maintain consistent data capture across the City’s response systems. Use of a separate vendor or software platform could create communication gaps, require additional system interfaces, increase the risk of inconsistent or incomplete data, and result in additional implementation and maintenance costs. These concerns are particularly significant when ROCK responders need immediate assistance or additional support from Dispatch or Police Department personnel during field responses.
281

September 15, 2026
CCRP staff is requesting approval for the three-year contract with Mark 43 to provide software configuration and maintenance for a contract amount that is not to exceed $95,668 (Attachment 2). The proposed contract includes a recurring subscription yearly over three years with the first year including a one-time professional service fee.

DOCUMENTS ATTACHED:

Attachment 1 – Sole Source
Attachment 2 – Original Contract
282
283
284
6 6 2025
285

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. 40 - Community Crisis Response Program SAM VAUGHN [email protected] (510) 620-6531 12642 For purchase of Mark 43 software and implementation that is used for the Computer Aided Dispatch (CAD) system utilized by Richmond Police Department and Communication Center. MARK43, INC. 8 W 40TH STREET, 2ND FLOOR NEW YORK, NEW YORK 10018 JAKE PAYNE (813) 451-5161 [email protected] 4005-4845 September 15, 2026 September 14, 2029 95,668.00 28 45,320.00 29 24,560.00 30 25,788.00 286

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
MARK43, INC.
287
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT A

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

MARK43, INC.

SEE ATTACHED.
288
1 ORDER FORM
Mark43, Inc. Quote Number: Q-01868.5
8 West 40th Street, 2nd Floor Offer Valid Through: July 15, 2026 New York, NY 10018 Sales Contact: Mark Holleman
[email protected]
Bill to:

Subscriber Name: Richmond Community Crisis
Response Program (CCRP)
Start Date: July 1, 2026
Address: 450 Civic Center Plaza
Richmond, CA 94804
End Date: June 30, 2029
Billing Contact: Sam Vaughn
Billing Contact Email: [email protected]
Billing Frequency: Annual
Payment Terms: Net 30
Purchase Order. Is a purchase order required by Subscriber to purchase? Yes _____ No ______ SaaS Services. Product descriptions for the Services noted below are set forth at https://mark43.com/Mark43-ProductCatalogue:

SKU Year 1 SaaS and Recurring Services Qty (if applicable) Price to
Subscriber
INS-INF Insights Informed
Not to Exceed 1
Instance(s) $6,600.00
CAD 2
MOB-1-
CAD
Mark43 CAD:
• LE First Responder
• OnScene Mobile Application for CAD
Not to Exceed 12
total sworn $12,960.00
INT-MAINTCUST1 Interface Maintenance: Custom 1 Not to Exceed 1 Interface(s) $5,000.00
Subtotal $24,560.00
SKU Year 2 SaaS and Recurring Services Qty (if applicable) Price to
Subscriber
INS-INF Insights Informed
Not to Exceed 1
Instance(s) $6,600.00
CAD 2
MOB-1-
CAD
Mark43 CAD:
• LE First Responder
• OnScene Mobile Application for CAD
Not to Exceed 12
total sworn $12,960.00
INT-MAINTCUST1 Interface Maintenance: Custom 1 Not to Exceed 1 Interface(s) $5,000.00
Subtotal $24,560.00
289
2 SKU Year 3 SaaS and Recurring Services Qty (if applicable) Price to
Subscriber
INS-INF Insights Informed
Not to Exceed 1
Instance(s) $6,930.00
CAD 2
MOB-1-CAD
Mark43 CAD:
• LE First Responder
• OnScene Mobile Application for CAD
Not to Exceed 12
total sworn $13,608.00
INT-MAINTCUST1 Interface Maintenance: Custom 1 Not to Exceed 1 Interface(s) $5,250.00
Subtotal $25,788.00
Total SaaS Services $74,908.00
SKU Professional Services
Qty (if
applicable)
Price to
Subscriber
TRN-0 Standard Training Package 1 package(s) $5,760.00
INT-CUST1 Interface Development: Custom 1 1 interface(s) $15,000.00 Total $20,760.00
Renewal Term and Pricing. Unless Subscriber provides 60 days’ notice of termination prior to the End Date, the SaaS Services will auto-renew for a 5 year term at an increase of 5% year over year for each year of the renewal term.

Additional increases may be applied at any time during the Term if required quantities increase.

Invoicing and Payment. Subscription Fees are payable upfront annually. Mark43 will issue the first invoice on or after the effective date of this Order Form and each subsequent invoice (if any) on or after the anniversary thereof. Subscriber shall pay all invoices to Mark43’s nominated bank account within thirty (30) days of the date of the invoice.

Payment Schedule Due Date Amount Due
Year 1 Payment(s) Order Form Start Date
$45,320.00
Year 2 Payment(s) July 1, 2027
$24,560.00
Year 3 Payment(s) July 1, 2028
$25,788.00
Total $95,668.00
This Order Form is entered into in accordance with and it incorporates the terms of the Software License and Services Agreement and any attached schedules (the “SLSA” or “Agreement”). Except as otherwise provided in this Order Form, previously executed Order Form(s) remain in effect. This Order Form does not incorporate any other terms, whether oral or written, and whether contained in a purchase order or otherwise and, for the avoidance of doubt, prevails over any terms contained therein. By signing below, the parties agree to be bound by the terms of this Order Form. Each party represents and warrants that this Order Form is executed by a duly authorized legal representative of such party. This Order Form may be executed in counterparts (including electronic copies) each of which will be deemed an original, with all counterparts constituting one agreement.

Mark43, Inc. Subscriber
Name: Name:
290
3 Title: Title:

Signature: Signature:

Date: Date:
291
4 Appendix A: Description of Services
The following details the Professional Services being provided as part of this Order Form

1. Mark43 will coordinate with the Subscriber to configure all elements of the First Responder and OnScene Applications.

2. Mark43 will collaborate with the Subscriber to design, develop, and deploy the in-scope interfaces, namely a Bonterra CAD to RMS interface (Custom 1 level). Subscriber will provide interface design requirements, participate in data mapping sessions, supply necessary system documentation, and support interface testing activities. Successful delivery of the interface is contingent on responsiveness with the third-party provider

3. Mark43 will provide one (1) training session that can be performed on-site and/or virtually. 292
Statement of Work
Richmond Community Crisis Response Program
293
Section 1: Introduction and Overview.............................................................................2 Section 2: Scope of Services and Deliverables................................................................ 3

2.1 Tenant Provisioning .......................................................................................... 3

2.2 Computer Aided Dispatch (CAD)........................................................................3

2.2.1 CAD Dispatcher.......................................................................................... 3

2.2.2 First Responder/OnScene ...........................................................................3

2.2.3 CAD GIS/Locations.....................................................................................3

2.2.4 CAD Administrative Settings and Preferences ...............................................3

2.2.5 CAD Technical Requirements ......................................................................4

2.3 Insights............................................................................................................4

2.4 Training............................................................................................................4

2.5 Interfaces ........................................................................................................4 Section 3: Project Phases and Timeline..........................................................................4

3.1 Project Phases .................................................................................................5

3.1.1 Preparation and Planning ............................................................................5

3.1.2 Discovery and Application Setup .................................................................5

3.1.3 Application Validation.................................................................................5

3.1.4 Training and Change Management ............................................................... 5

3.1.5 Launch ......................................................................................................5

3.1.6 Project Closeout......................................................................................... 5 Section 4: Assumptions and Constraints........................................................................5

4.1 Assumptions....................................................................................................5

4.2 Constraints......................................................................................................6 Section 5: Project Management and Governance............................................................ 6

5.1 Project Management Approach..........................................................................6

5.2 Governance Structure.......................................................................................6

5.3 Communication Plan........................................................................................ 6

5.4 Risk Management Plan......................................................................................7 Section 6: Change Order Process ..................................................................................7

6.1 Initiation of Request.......................................................................................... 7 294

6.2 Continuation of Service.....................................................................................7 Section 7: Roles and Responsibilities.............................................................................7

7.1 Project Governance Activities............................................................................7

7.2 Application Setup Activities...............................................................................8

7.3 GIS/Location Activities......................................................................................8

7.4 Technical Requirement Activities (if applicable) ..................................................9

7.5 Training Activities ............................................................................................. 9

7.6 Launch Activities .............................................................................................. 9

7.7 Interface Activities.......................................................................................... 10

7.8 Additional Subscriber Responsibility................................................................ 11 Signature Sheet.......................................................................................................... 11 295
Section 1: Introduction and Overview
Order Form Number: Q-01868.5
This Statement of Work (SOW) outlines the Professional Services to be provided to the Richmond Community Crisis Response Program (Subscriber) to assist with the setup, configuration and/or optimization of the Mark43 Applications. This SOW forms a part of, and is entered into pursuant to, the Software License and Services Agreement between Mark43 and Subscriber (SLSA). This SOW shall have the same Effective Date as defined in the SLSA. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the SLSA.

This project will follow an implementation approach tailored to the specific solution scope, which is designed to allow for flexibility in delivery while ensuring alignment with project objectives.

The term of this SOW will begin on the Effective Date and continue until the completion of the Professional Services, which is expected to span twelve (12) months from the Effective Date.

Professional Services not explicitly listed herein, including unique integrations, custom development, or solutions that fall outside of established best practices, are excluded from the scope of this SOW.

Section 2: Scope of Services and Deliverables

2.1 Tenant Provisioning
Tenant provisioning is the creation of the tenant and the configuration of the Subscriber’s agency information therein. The in-scope tenants are detailed below. Upon creation of the Foundation Tenant, a user account will be provisioned for one designated member of the Subscriber’s project team, thereby granting the Subscriber access to the Tenant.

Tenant Description
Foundation (Training and Testing) (1) Sandbox environment for continuous testing and validation
Production (1) Live environment to support launch and
sustainment

2.2 Computer Aided Dispatch (CAD)

2.2.1 CAD Dispatcher
Mark43 will coordinate with the Subscriber to configure all elements of the CAD Dispatcher Module.

2.2.2 First Responder/OnScene
Mark43 will coordinate with the Subscriber to configure all elements of the First Responder and OnScene Applications.

2.2.3 CAD GIS/Locations
Mark43 will coordinate with the Subscriber to configure shapefile types and other location entities to be uploaded into CAD. Mark43 will work with the Subscriber to perform updates to the location data on a biannual basis.
296

2.2.4 CAD Administrative Settings and Preferences
Mark43 will coordinate with the Subscriber to configure the CAD, First Responder and OnScene administrative settings including roles and abilities for dispatcher, dispatch supervisor and CAD Administrator. Administrative settings will be configured based on workflow decisions and system functionality. In addition, CAD, First Responder, and OnScene system preferences will be configured to match the workflow decisions of the agency.

2.2.5 CAD Technical Requirements
Mark43 will provide the Subscriber with consultation on technical requirements to set up the applications that are in scope.
• Installation of in-scope Mark43 applications on supported desktops, laptops and mobile devices o Note: Subscriber must ensure that their hardware and software meet Mark43 requirements for desktops, laptops and mobile devices
• SSO configuration
• Interfaces/print servers
• Desktop Integration Services Installer
• Migrations
o Setup of AWS S3 storage/Azure Cloud storage for migration o Setup of AWS S3 RDS instance/Azure Cloud RDS instance

2.3 Insights
Mark43 will assist in creating customized dashboards containing up to fifteen (15) visualizations, as well as configuring automated, recurring reports.

2.4 Training
Mark43 offers a variety of train-the-trainer and direct end-user training that can be performed on-site and/or virtually. The training that is in-scope for this project is listed in the table below.

Product Training Time and Description
CAD Dispatch Fundamentals, First Responder and
OnScene: 3 one-day sessions (to be performed
virtually)
Insights Two 1-hour sessions (to be performed virtually)

2.5 Interfaces
Mark43 will collaborate with the Subscriber to design, develop, and deploy the in-scope interfaces.

Interface Name Interface Type Product and
Direction
Description
Bonterra (CAR to RMS) Custom 1 CAD (outbound) Sends Mark43 CAD event information to
Bonterra RMS
297
Section 3: Project Phases and Timeline

3.1 Project Phases

3.1.1 Preparation and Planning
A detailed project plan is created, including governance structure, timelines, and milestones. The Introduction call is completed with the subscriber.

3.1.2 Discovery and Application Setup
The tenant is provisioned. In-scope modules, products, and applications are activated and configured.

3.1.3 Application Validation
Establish code cutoff. Subscriber conducts parallel processing and practice in all modules to ensure configuration is correct, and application setup is complete. Launch requirements and acceptance criteria have been met.

3.1.4 Training and Change Management
Training is completed with the Subscriber.

3.1.5 Launch
All in-scope modules and products are set to live, and the Subscriber begins using the product.

3.1.6 Project Closeout
Upon the completion of project deliverables, the project team will conduct a final review to resolve outstanding items, perform a knowledge transfer, and formally close out the project.

Section 4: Assumptions and Constraints
The Professional Services provided through this SOW are premised on the following being true:

4.1 Assumptions
• Mark43 is not responsible for configuring non-Mark43 products. • Professional Services are limited to the scope of services of each offering purchased. • Mark43 is not responsible for evaluating the Subscriber’s current state or agency practices, policies, or procedures for the purpose of process improvement or performance improvement. • Professional Services within this SOW will be delivered to Subscriber remotely unless agreed otherwise.
• When combining individual professional services offerings (application setup, additional reports and/or modules, interfaces, data migration and training), there will be one (1) project management/preparation phase, one (1) application setup phase, one (1) enablement phase and one (1) launch phase.
• Creating agency specific forms or fillable PDFs to be generated from the application is not the responsibility of Mark43. Original PDFs must be provided by the Subscriber. • Mark43 is not responsible for the codes (offenses, charges, etc.) or compliance mappings that will be enabled and maintained in the system.
• After the application is initially set up, the Subscriber will be able to maintain the configuration of 298
the tenant, including users, roles and abilities.
• All configurations and content mappings are based on Mark43 default configurations. Mark43 is not responsible for the re-purposing of any field.
• Mark43’s Professional Services team will determine which support tickets directly impact the outcomes listed herein and will manage and resolve support cases that prevent the outcomes from being completed. Any support cases not directly impacting project outcomes will be managed by Mark43’s Customer Success and Support teams in accordance with Subscriber’s agreement in place with Mark43.
• Remaining open support cases will not keep this SOW open as long as all outcomes defined herein have been performed.
• Mark43 resources will not be responsible for updating Subscriber project tracking tools and systems.
• Mark43 resources will not be responsible for creating or maintaining any internal documentation for the Subscriber regarding use of the application.

4.2 Constraints
The following activities and responsibilities are excluded from the scope of the implementation:
• Implementation of products or delivery of services not included within this SOW or the SLSA. • Evaluation of Subscriber’s current state or agency practices, policies, or procedures for the purpose of process improvement or performance improvement. • Troubleshooting of any issues not related to Mark43 software, Mark43 development, or Mark43 interfaces, unless otherwise outlined.
• Interfacing, or integrating, from or to Mark43 from other systems or third parties other than those specified in this SOW or the SLSA.
• Installation of any non-Mark43 software, servers, workstations, or any other hardware. • Export of Mark43 data to other systems or third parties other than those specified in the SLSA.

Section 5: Project Management and Governance

5.1 Project Management Approach
The project will follow a structured project management methodology to ensure timely and quality delivery of project outcomes. A dedicated Project Manager will be assigned to oversee the project through the different phases detailed in Section 3 using project management tools to facilitate scheduling, status reporting, and project task management.

5.2 Governance Structure
The Project governance structure will be designed to ensure alignment, accountability, and effective decision-making to support successful implementation. A dedicated project team will be resourced, and recurring meetings will be held to track progress, manage risks, and address issues.

5.3 Communication Plan
299
To support streamlined communication and effective collaboration, the project will leverage recurring status meetings, regular status reports, and a shared documentation repository to ensure transparency and alignment throughout the project lifecycle.

5.4 Risk Management Plan
Risks will be logged and tracked using our project management tools. The escalation process will serve to provide a clear path for raising issues that can adversely affect project progress.

Section 6: Change Order Process

6.1 Initiation of Request
Any changes made to this SOW will be made through a Change Order. A Change Order may be initiated by either party through documentation provided by Mark43 to handle changes to the SOW. Either Project Manager may request a change by email to the other party’s Project Manager and the two shall jointly review.

6.2 Continuation of Service
Until a Change Order is either executed between Subscriber and Mark43 or attached to an additional Order Form, the Professional Services will continue in accordance with the latest agreed version of the SOW.

Section 7: Roles and Responsibilities

7.1 Project Governance Activities
Subscriber Responsibilities
Detailed below are the key stakeholders and their responsibilities for project implementation.

Subscriber Key Stakeholder Responsibilities
Executive Sponsor Executive alignment, issue escalation, and strategic guidance
Project Manager Project planning, execution oversight, stakeholder coordination
CAD Lead CAD subject matter expert
Training Lead Training coordinator(s) and facilitator(s) Technical Lead Technical oversight and implementation support GIS Lead GIS subject matter expert
Mark43 Responsibilities
Project Introduction will include a welcome email, a subscriber introduction meeting, and an overview of the Mark43 subscriber journey, Professional Services, and SOW.

Mark43 Key Stakeholders Responsibilities
300
Executive Sponsor Executive alignment, issue escalation, and strategic guidance
Project Manager Project planning, execution oversight, stakeholder coordination
CAD Architect CAD subject matter expert
GIS Architect GIS subject matter expert
Interface Lead Interface design, data mapping and integration support
Professional Services Lead Technical oversight, server configuration, SSO and GIS setup

7.2 Application Setup Activities
Subscriber Responsibilities
Attend configuration sessions to finalize field settings, rules, and administrative settings, and provide operational context as needed.

Subscriber Key Stakeholder Responsibilities
Project Manager Execution oversight and stakeholder coordination CAD Lead CAD subject matter expert
Technical Lead Technical oversight and implementation support Mark43 Responsibilities
Host configuration sessions to review fields, attributes, rules, and admin settings. Provide best practices, assist with initial setup, and supply required templates to support application configuration.

Mark43 Key Stakeholders Responsibilities
Project Manager Execution oversight and stakeholder coordination CAD Architect CAD subject matter expert

7.3 GIS/Location Activities
Subscriber Responsibilities
Provide shapefile and location entities in the correct format to Mark43. Deliver ESRI map package with all visual components.

Subscriber Key Stakeholder Responsibilities
Project Manager Oversight, stakeholder coordination
RMS Lead RMS subject matter expert
CAD Lead CAD subject matter expert
GIS Lead GIS subject matter expert
Technical Lead Technical oversight and implementation support Mark43 Responsibilities
Provide Subscriber with shapefile and location entity prerequisites, review data formatting, and upload to the Mark43 tenant for review with the Subscriber.

Mark43 Key Stakeholders Responsibilities
Project Manager Oversight, stakeholder coordination
301
RMS Architect RMS subject matter expert
CAD Architect CAD subject matter expert
GIS Architect GIS subject matter expert
Professional Services Lead Technical oversight, server configuration, SSO and GIS setup

7.4 Technical Requirement Activities (if applicable)
Subscriber Responsibilities
Setup 2 x Linux Server OS and 1 x Windows Server and Evidence Label Printers. Verify hardware/software requirements; download and configure CAD and FR applications.

Provide SSO IDP configuration, COM port and GPS modem details, public IPs for AWS S3 access, and VPN access for Mark43 configurations.

Subscriber Key Stakeholder Responsibilities
Project Manager Oversight, stakeholder coordination
Technical Lead Technical oversight and implementation support Mark43 Responsibilities
Configure Linux servers for Mark43 RMS/CAD, set up evidence print servers, assist with CAD and FR application deployment, configure SSO access, build and test desktop integration services, configure AWS S3 and provide credentials, and deliver Windows server requirements documentation.

Mark43 Key Stakeholders Responsibilities
Project Manager Oversight, stakeholder coordination
Professional Services Lead Technical oversight, server configuration, SSO and GIS setup

7.5 Training Activities
Subscriber Responsibilities
Provide a training space with internet, computers (Chrome or Edge), projector, speakers for remote sessions, individual stations for each trainee, a participant roster, and ensure users have accounts and login access.

Subscriber Key Stakeholder Responsibilities
Project Manager Oversight, stakeholder coordination
CAD Lead CAD subject matter expert
Training Lead Training Coordinator and Facilitator
Mark43 Responsibilities
Mark43 will provide access to our knowledge portal and learning management system, deliver standardized training outlines, and collaborate with the Subscriber to schedule all training sessions.

Mark43 Key Stakeholders Responsibilities
Project Manager Oversight, stakeholder coordination
CAD Architect CAD subject matter expert
302

7.6 Launch Activities
Subscriber Responsibilities
Subscriber will communicate the details of launch internally, establish and share issue escalation process, provide launch support, send a launch confirmation email to Mark43, and escalate issues to the project team during the hypercare period that spans 30 days post-launch.

Subscriber Key Stakeholder Responsibilities
Project Manager Oversight, stakeholder coordination
RMS Lead RMS subject matter expert
CAD Lead CAD subject matter expert
Technical Lead Technical oversight and implementation support Data Migration Lead Legacy data subject matter expert and validation owner
Mark43 Responsibilities
Mark43 will provide the cutover checklist, support plan, and launch issue tracker, clone the production tenant, deliver contracted launch support, and manage launch issues for 30 days post-launch facilitating a transition to the Customer Experience and Support teams thereafter.

Mark43 Key Stakeholders Responsibilities
Project Manager Oversight, stakeholder coordination
RMS Architect RMS subject matter expert
CAD Architect CAD subject matter expert
Interface Lead Interface design, data mapping and integration support
Data Migration Lead Migration planning, data mapping, ETL and quality insurance
Professional Services Lead Technical oversight, server configuration, SSO and GIS setup

7.7 Interface Activities
Subscriber Responsibilities
Subscriber will provide interface design requirements, participate in data mapping sessions, supply necessary system documentation, and support interface testing activities.

Subscriber Key Stakeholder Responsibilities
Project Manager Oversight, stakeholder coordination
Technical Lead Technical oversight and implementation support CAD Lead CAD subject matter expert
Mark43 Responsibilities
Responsible for developing the interface, executing data mapping, building and configuring the interfaces, and providing support throughout testing and deployment.

Mark43 Key Stakeholders Responsibilities
Project Manager Oversight, stakeholder coordination
CAD Architect CAD subject matter expert
303
Interface Lead Interface design, data mapping and integration support

7.8 Additional Subscriber Responsibility
Subscriber will provide timely feedback and responses. Late feedback may impact target delivery dates.

Such delays may impact work streams or the project in its entirety. Mark43 reserves the right, in its discretion, to pause any portion of the project if impacted by a lack of feedback or responsiveness and will not be liable for any resulting delays.
304
Signature Sheet
_________________________________________
Customer
_________________________________________
Mark43
305
DocID #76252v1
1 SOFTWARE LICENSE AND SERVICES AGREEMENT
This Software License and Services Agreement (this “Agreement”) is effective as of 09/15/2026 the “Effective Date”) by and between Mark43, Inc. (“Mark43”), with a place of business at 8 West 40th Street, 2nd Floor, New York, NY 10018, and Richmond Community Crisis Response Program (“Subscriber”), with a place of business at 450 Civic Center Plaza, Richmond, CA 94804.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS.

1.1 “Affiliate” means, with respect to any entity, any other entity who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

1.2 “Affiliated Agency” means any government agency to which Subscriber is legally or contractually permitted to share certain Subscriber Data and/or access to an Application.

1.3 “Applicable Law(s)” means, with respect to any party, any foreign, federal, state or local law, including, without limitation, statutes, regulations, ordinances, and similar authorities, applicable to such party’s performance hereunder.

1.4 “Applications” means the object code versions of Mark43’s software applications for which Subscriber is purchasing subscriptions under an Order Form, as described in such Order Form, and all Updates made available by Mark43 to Subscriber under this Agreement.

1.5 “Authorized Users” means employees of Subscriber and any Affiliated Agency who are authorized to access and use the Applications on Subscriber’s behalf in accordance with the applicable security designation(s), pursuant to which full or limited access to the applicable Applications may be granted.

1.6 “Documentation” means the documentation regarding the functionality and use of the Applications made available to Subscriber by Mark43, including the technical requirements described at https://mark43.com/tech-requirements, which technical requirements may be updated from time to time upon reasonable advance written notice (email acceptable) to Subscriber.

1.7 “Go Live” means the date of cutover to each respective Mark43 Application.

1.8 “Interface Software” means the object code version of any interface software made available by Mark43 to Subscriber under this Agreement for download and installation in connection with Subscriber’s use of the Applications with its own systems.

1.9 “Intellectual Property Rights” means all intellectual and industrial property rights, whether now existing or existing in the future, including (a) all patent rights, including any rights in pending patent applications and any related rights; (b) all copyrights and other related rights throughout the world in works of authorship, including all registrations and applications therefor; (c) all trademarks, service marks, trade dress or other proprietary trade designations, including all registrations and applications therefor; (d) all rights throughout the world to proprietary know-how, trade secrets and other confidential information, whether arising by law or pursuant to any contractual obligation of nondisclosure; and (e) all other rights covering industrial or intellectual property recognized in any jurisdiction.

1.10 “Mark43 Integrated Application” means a third-party product, service, database, or application, other than Subscriber Integrated Applications, that is incorporated in, integrated with, accessed through, or used to host the SaaS Services.

1.11 “Mark43 Integrated Application Data” means all data, information, content and other materials provided or made available by a Mark43 Integrated Application.

1.12 “Mark43 Materials” means, collectively, the Website, Applications, SaaS Services, Updates, Documentation, Interface Software, Work Product, Mark43 Integrated Applications, and Mark43 Integrated Application Data.

1.13 “Order Form” means each Mark43 order form agreed to and executed by a duly authorized representative of each of Mark43 and Subscriber that references this Agreement and that identifies the Applications and/or Professional Services ordered by Subscriber and the fees to be paid by 306
DocID #76252v1
2 Subscriber thereunder. An Order Form may include a Statement of Work. Each Order Form is incorporated into and subject to the terms of this Agreement.

1.14 “Professional Services” means any implementation, training, project management, consulting and other services (outside the scope of the Support Services) that are described in a Statement of Work.

1.15 “SaaS Services” means Mark43’s provision of the Applications to Subscriber on a software-as-aservice basis for remote access use by Subscriber and its Authorized Users.

1.16 “Services” means, collectively, the SaaS Services, Support Services, and any Professional Services.

1.17 “Statement of Work” means a written description of the Professional Services ordered by Subscriber that is agreed to and executed by a duly authorized representative of each of Mark43 and Subscriber and that references this Agreement. Each Statement of Work is incorporated into and subject to the terms of this Agreement.

1.18 “Subscriber Data” means (a) all data, information, content and other materials transmitted by Subscriber or any Authorized User to the Applications, (b) all Subscriber Integrated Application Data, and (c) all Subscriber-specific output resulting from Subscriber’s and its Authorized Users’ use of the Applications that is displayed to Subscriber on the Applications, excluding in all cases Third-Party Data, data owned, provided, or made available by Mark43, and data imported by Mark43 from thirdparty software at Subscriber’s request for data migration purposes.

1.19 “Subscriber Integrated Application" means a third-party product, service, database, or application set forth on an Order Form that will be installed, linked or enabled by or on behalf of Subscriber for use in connection with the SaaS Services (e.g. NCIC).

1.20 “Subscriber Integrated Application Data” means all data, information, content and other materials provided or made available by a Subscriber Integrated Application.

1.21 “Subscriber Integrated Application Provider” means the third party who provides or makes available the applicable Subscriber Integrated Application, which may include other vendors, Affiliated Agencies, state agencies and local agencies.

1.22 “Support Services” means the support services provided by or on behalf of Mark43 with respect to Subscriber’s use of the Applications and the service level agreement, as described at https://mark43.com/support-services/, which is incorporated herein by this reference, and which may be updated from time to time by Mark43, provided such updates do not materially degrade Mark43’s support offering.

1.23 “Third-Party Data” means any data, information, content and other materials made available by any third party, including Subscriber Integrated Application Data and Mark43 Integrated Application Data.

1.24 “Updates” means any and all new releases, new versions, modifications, enhancements, patches and other updates for the Applications that Mark43 makes generally available without additional charge to its other subscribers to such Applications.

1.25 “Website” means any internet website through which Mark43 provides the SaaS Services under this Agreement.

1.26 “Work Product” means all materials, software, tools, data, inventions, works of authorship and other innovations of any kind that Mark43, or personnel working for or through Mark43, may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing Professional Services or as a result of such Professional Services, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection, including any customizations or configurations to the Applications or Interface Software.

2. PROVISION OF THE SERVICES AND SOFTWARE.

2.1 SaaS Services. Subject to the terms of this Agreement, and during the Term, Mark43 hereby grants to Subscriber a non-exclusive, non-transferable (except as permitted by Section 11.2), nonsublicensable (a) right to access and use, and to permit Authorized Users to access and use solely for the benefit of Subscriber and its Affiliated Agencies, the Applications, and (b) license to download and install on Subscriber’s servers, and use in connection with Subscriber’s use of the Applications hereunder, any Interface Software, in each case of (a) and (b), solely in furtherance of Subscriber's legitimate internal business purposes and in accordance with this Agreement and the Documentation. Mark43 will be responsible for hosting the Website and the Applications, and 307
DocID #76252v1
3 Subscriber and its Authorized Users will be responsible for obtaining internet connections and other third-party software, hardware and services necessary for them to access the Website through the internet, including as set forth in the Documentation. Subscriber will be responsible to Mark43 for each Authorized User’s compliance with the restrictions on use and other terms and conditions of this Agreement and for each Authorized User’s acts and omissions in connection with their use of the SaaS Services.

2.2 Professional Services. Subject to the terms and conditions of this Agreement, Mark43 will provide to Subscriber the Professional Services agreed to by Subscriber and Mark43 and set forth in a Statement of Work. To the extent any Professional Services involve the development of any Work Product, all Intellectual Property Rights to such Work Product will be solely owned by Mark43, will be deemed to be included in the definition of SaaS Services and will be provided to Subscriber on the terms set forth herein.

2.3 Access to Documentation. Mark43 will provide Subscriber via the Website or other means with access to the Documentation, as may be updated from time to time. Subscriber may print copies of, use, and permit its Authorized Users to use, the Documentation solely in connection with the use of the SaaS Services.

2.4 Support Services. Subject to the terms and conditions of this Agreement, Mark43 will provide to Subscriber the Support Services.

2.5 Restrictions on Use. Except as expressly permitted in this Agreement or the Documentation, Subscriber and its Authorized Users will not, directly or indirectly, and will not permit any other party to: (a) share Subscriber’s or any Authorized User’s login credentials to the Applications, Support Services and Documentation; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of any of the Mark43 Materials or of any files contained in or generated by any Mark43 Materials; (c) copy, modify, adapt or translate any of the Mark43 Materials, or otherwise make any use, resell, distribute or sublicense any of the Mark43 Materials; (d) make any of the Mark43 Materials available on a “service bureau” basis or otherwise provide to or allow any third parties to access or use any of the Mark43 Materials; (e) remove or modify any proprietary marking or restrictive legends of Mark43 or its suppliers in or on any of the Mark43 Materials; (f) use any of the Mark43 Materials in violation of any Applicable Law; (g) use any of the Mark43 Materials or any Mark43 Integrated Applications to create or augment any mapping or navigation related dataset, business listings database, mailing list, or telemarketing list, for use in connection with any products or services other than the SaaS Services; (h) introduce into any of the Mark43 Materials any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature; (i) use any of the Mark43 Materials to post advertising or listings; (j) use any of the Mark43 Materials to defame, abuse, harass, stalk, or threaten others; (k) if Subscriber’s organization is based in the United States, permit access or use of any of the Mark43 Materials by any individual located outside the United States; (l) hide or obscure any Authorized User’s location; (m) access or use or permit others to access or use, any of the Mark43 Materials (i) for any activities other than to enhance Subscriber’s own services and professional judgment, or (ii) in any manner such that the Mark43 Materials are the only resources being utilized by Subscriber or any Authorized User to make a decision that could lead to death, personal injury, or property damages; (n) access or use any of the Mark43 Materials to create a competitive product or service; or (o) use or access any Mark43 Materials to develop, train, fine-tune, or otherwise improve any machine learning models, artificial intelligence systems, or similar technologies. In addition, Subscriber and its Authorized Users may not access or use any of the Mark43 Materials if in direct competition with Mark43, and will not allow access to or use of any of the Mark43 Materials by any party who is in direct competition with Mark43, except with Mark43's prior written consent.

Subscriber shall comply with all additional restrictions relating to its use of any Mark43 Integrated Applications and Subscriber Integrated Applications.

2.6 Security Obligations. Subscriber and its Authorized Users shall securely manage their respective password(s) for access to the Applications. Subscriber shall notify Mark43 as soon as practicable in the event it becomes aware of any unauthorized access or use of the Applications, or of any of its or its Authorized Users’ passwords or accounts. Unless expressly stated otherwise in the applicable Order Form, a single username or password may not be used by more than one (1) Authorized User.

In addition, Authorized Users may log into the Applications from only one location at any given time; concurrent usage (or sign in) under a single username is prohibited, unless Subscriber has a business justification for concurrent usage, in which case Subscriber must obtain Mark43’s prior written approval for such usage. Subscriber is responsible for all activities conducted using its and its Authorized Users’ user accounts in use of the Applications. Subscriber shall comply with all 308
DocID #76252v1
4 Applicable Laws in connection with use of the Services and Applications, including all those related to data privacy and the transmission of technical or personal data. Subscriber agrees to (a) provide true, accurate, current and complete registration data for each account it creates via the Applications, and (b) maintain and promptly update the registration data to keep it true, accurate, current and complete.

2.7 Changes to SaaS Services. Mark43 may make changes and Updates to the Applications and SaaS Services, provided that it does not materially derogate the overall quality of the Applications or SaaS Services. Mark43 does not guarantee that the Applications or SaaS Services are or will remain compatible with any particular third-party software or equipment, and may, upon written notice, terminate its support for any software or equipment of Subscriber that Mark43 determines are incompatible with the operation of the SaaS Services.

2.8 Data Sharing. Mark43 will allow Subscriber to grant Affiliated Agencies specified levels of access to Subscriber Data pursuant to an executed data-sharing agreement between Subscriber and the applicable Affiliated Agency, and with permissions subject to the parameters laid out in such datasharing agreement. Subscriber shall provide Mark43 with a copy of the executed data-sharing agreement prior to Mark43’s allowing of any such data-sharing. As between Mark43 and Subscriber, Subscriber will be solely responsible for any damages, losses and liabilities that arise as a result of such data-sharing. For the avoidance of doubt, in the event Subscriber enables Affiliated Agencies to access Subscriber Data without providing proof of a data-sharing agreement, Subscriber shall be solely responsible for any damages, losses and liabilities that arise as a result of such data-sharing.

2.9 No Charge Access. If any Applications or SaaS Services are provided or made available to Subscriber for pilot, evaluation, beta, pre-release, or otherwise for free, as identified by Mark43 (each, a “Pilot Service”), Mark43 hereby grants to Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right to access and use such Pilot Service pursuant to the terms of this Agreement, solely for the purpose of internally evaluating the Pilot Service in consideration of a purchase of a full, non-evaluation subscription to such Pilot Service (“Non-Pilot Subscription”). Notwithstanding the foregoing or any other provision set forth herein, Subscriber acknowledges and agrees: (a) that such access and use right will terminate on the end date of the predetermined period set forth in the applicable Order Form or otherwise agreed in writing by the parties (“Pilot Term”), or may be terminated earlier upon written notice provided by either party to the other; (b) that such Pilot Service and any associated Documentation are provided to Subscriber “AS IS” and “AS AVAILABLE” without any Mark43 warranties, indemnification obligations, or support obligations of any kind, express or implied; and (c) that in no event will Mark43’s or any of its suppliers’ total and aggregate liability arising out of or related to such Pilot Service exceed $1,000. The parties may agree in the applicable Order Form or otherwise in writing for Subscriber’s use of the Pilot Service to convert automatically into a Non-Pilot Subscription upon the expiration of the Pilot Term without having to enter into an additional Order Form. Except to the extent such terms conflict with this Section, all other terms of this Agreement will apply to each such Pilot Service.

3. PROPRIETARY RIGHTS.

3.1 Ownership of Subscriber Data. As between Mark43 and Subscriber, Subscriber owns the Subscriber Data. Subscriber hereby grants to Mark43, a royalty-free, worldwide, non-transferable (except as permitted by Section 11.2), non-sublicensable (except to Mark43’s contractors on a needto-know basis to assist Mark43 in providing the Services), license to use the Subscriber Data to configure and provide the Services to Subscriber, to prevent or address service or technical problems, in accordance with this Agreement and the Documentation, and otherwise in accordance with Subscriber’s requests or instructions. Mark43 may also use Subscriber Data in anonymized and/or aggregated form to develop analytics and improvements that may be used in connection with the Mark43 products and services, provided that Mark43 may not sell or offer for sale any Subscriber Data on a standalone basis, whether in Subscriber identifiable, or anonymized and aggregated form.

3.2 Ownership of and Reservation of Rights to Mark43 Materials. As between Mark43 and Subscriber, Mark43, its Affiliates or its or their suppliers own all right, title and interest in and to the Mark43 Materials and all related technology and Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, Mark43, its Affiliates and its and their suppliers reserve all rights, title and interest in and to the Mark43 Materials and all related technology and Intellectual Property Rights. No rights or licenses are granted to Subscriber hereunder other than as expressly set forth in this Agreement.

3.3 Subscriber Feedback. Subscriber and its Authorized Users may elect to provide Mark43 with suggestions, enhancement requests, recommendations and other feedback concerning the Mark43 309
DocID #76252v1
5 Materials (the “Subscriber Feedback”). Subscriber hereby assigns and agrees to assign all Subscriber Feedback and all Intellectual Property Rights therein to Mark43 without lien or encumbrance and agrees that Subscriber Feedback will be the sole property of Mark43 and that Mark43 may use Subscriber Feedback in its discretion without obligation to Subscriber. Mark43 has no obligation to make Subscriber Feedback an improvement. For the avoidance of doubt, Subscriber Feedback does not constitute Confidential Information of Subscriber hereunder.

3.4 Usage Data. Mark43 may collect certain information in connection with Subscriber’s access to or use of the Services, such as access records, date and time stamps, transaction and activity records and system performance data (“Usage Data”). As between Mark43 and Subscriber, Mark43 owns all Usage Data. Mark43 will provide Subscriber with access to those subcategories of Usage Data to which Subscriber must be granted access in accordance with the Criminal Justice Information Services (“CJIS”) Security Policy.

3.5 AI Usage. (a) Mark43 shall maintain documentation consistent with industry standards and applicable governmental guidance describing the functionality, limitations, and known risks associated with the use of AI features included in the Services and shall provide such documentation upon reasonable request; (b) AI-generated outputs are probabilistic in nature and may be incomplete or inaccurate. Subscriber is responsible for reviewing and verifying such outputs and for exercising independent judgment in all decisions made in reliance on the Services; (c) Mark43 shall implement reasonable measures consistent with industry standards and applicable governmental guidance to identify and address risks related to bias, hallucinations, and inaccurate outputs; (d) Mark43 shall not use Subscriber Data to train or improve AI Models without Subscriber’s written consent; and (e) The parties shall reasonably cooperate with respect to applicable federal and state laws and guidance relating to the use of AI.

3.6 Data Security. Terms applicable to the privacy and security of Subscriber Data are set forth in Mark43’s data processing addendum set forth at https://mark43.com/data-processing-addendum/, which is incorporated herein by this reference, and which may be updated from time to time by Mark43, provided such updates do not materially degrade Mark43’s data security obligations (the “Data Processing Addendum”).

4. INTEGRATED APPLICATIONS.

4.1 Mark43 Integrated Applications. Mark43 Integrated Applications may be included by Mark43 and provided or made available to Subscriber through the SaaS Services. In connection with the functionality provided by or through such Mark43 Integrated Applications, Subscriber hereby accepts and agrees to be bound by the terms and conditions applicable to such Mark43 Integrated Applications as set forth at https://mark43.com/integrated-application-terms/ which may be updated from time to time upon reasonable advance written notice (email acceptable) to Subscriber (the “Mark43 Integrated Application Terms”). In the event of any inconsistency or conflict between the applicable Mark43 Integrated Application Terms and the terms of this Agreement, the Mark43 Integrated Application Terms shall govern with respect to Subscriber’s access to and use of the applicable Mark43 Integrated Application.

4.2 Subscriber Integrated Applications; Third-Party Data. To the extent Subscriber installs, links to or enables any Subscriber Integrated Application for use with the Applications or SaaS Services, Subscriber grants and agrees to grant (and will cause the applicable Subscriber Integrated Application Provider to grant) to Mark43 permission to access, retrieve, view, store, copy, modify and process Subscriber Integrated Application Data from Subscriber’s existing account(s) on each such Subscriber Integrated Application to the extent necessary to facilitate the interoperation of such Subscriber Integrated Application with the Applications or SaaS Services. To the extent Subscriber requires a Subscriber Integrated Application Provider’s assistance to install, link to or enable any Subscriber Integrated Application for use with the Applications or SaaS Services, Subscriber shall separately contract with each such Subscriber Integrated Application Provider for any such assistance. In no event will Mark43 be responsible or liable for any Subscriber Integrated Application or any Subscriber Integrated Application Data or other Third-Party Data, or for any failure of a Subscriber Integrated Application to properly interoperate with any Application or the SaaS Services; provided, however, to the extent that Mark43 creates, pursuant to a Statement of Work, an interface for a Subscriber Integrated Application, Mark43 shall be responsible for such interface only, subject to the terms and conditions of this Agreement and the applicable Statement of Work. Mark43 may at any time, in its sole reasonable discretion, including upon the request of a Subscriber Integrated Application Provider or due to an actual or potential security threat, disable any connection between a Subscriber Integrated Application and the Applications or SaaS Services, and any access, retrieval and viewing of Subscriber Integrated Application Data via the Applications or SaaS Services. For 310
DocID #76252v1
6 the avoidance of doubt, Subscriber’s access to and use of Subscriber Integrated Applications and Subscriber Integrated Application Data shall be at Subscriber’s sole risk and subject to the terms and conditions of Subscriber’s separate agreement(s) with the applicable Subscriber Integrated Application Providers.

5. FEES AND PAYMENT TERMS.

5.1 Fees for the Services. Subscriber will pay the fees as stated in the relevant Order Form (the “Fees”) in accordance with the payment schedules set forth therein. Mark43 will invoice Subscriber for Fees in accordance with the invoice schedules set forth in the relevant Order Form. Except as expressly set forth herein, all payment obligations are non-cancelable and all payments of Fees are nonrefundable. All amounts stated in this Agreement or on any invoice are in U.S. dollars, and all payments will be made in U.S. dollars.

5.2 Overdue Payments. Any payment not received from Subscriber by the due date shall accrue late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by Applicable Law, whichever is lower, from the date such payment was due until the date paid.

5.3 Taxes. Subscriber will pay all taxes, including sales, use, excise, and other governmental fees, duties, and charges (and any penalties, interest, and other additions thereto) that are imposed on Subscriber or Mark43 with respect to the transactions and payments under this Agreement (excluding taxes based on Mark43’s income or employment) (“Taxes”). All Fees are exclusive of Taxes. If any such Taxes are required to be withheld on any payment, Subscriber will pay such additional amounts as are necessary so that the net amount received by Mark43 is equal to the amount then due and payable under this Agreement.

6. TERM AND TERMINATION.

6.1 Term.
(a) Term of this Agreement. This Agreement begins on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will continue until the expiration of all periods of performance specified in an Order Form (the “Term”). (b) Term of Order Forms. The initial term of each Order Form will commence on the start date set forth in such Order Form and, unless earlier terminated in accordance with the terms of this Agreement, will remain in effect through the “end date” specified therein, and will renew per the terms specified therein.

6.2 Termination; Suspension of Services.
(a) Termination for Breach by Either Party. Either party may terminate this Agreement or an Order Form upon written notice to the other party, if the other party materially breaches this Agreement and such breach remains uncured for thirty (30) days after the other party’s receipt of such notice. (b) Termination for Non-Appropriation. If Subscriber is a government agency, Subscriber’s payment obligations under this Agreement extend only to funds appropriated annually by Subscriber or Subscriber’s governing body for the purpose of this Agreement. For each succeeding fiscal period covered by this Agreement, Subscriber agrees or shall cause the applicable agency or department responsible for Subscriber’s payment obligations under this Agreement to agree to include in its budget request appropriations sufficient to cover Subscriber’s annual financial obligations under this Agreement. If, after making reasonable efforts to obtain relevant funding, Subscriber is appropriated insufficient funds to continue annual payments under a specific Order Form, Subscriber may terminate that Order Form by giving Mark43 not less than thirty (30) days’ prior written notice. Upon termination under this paragraph, Subscriber shall compensate Mark43 or, where applicable, its reseller or distributor for all Services rendered prior to the effective date of termination the Fees for which remain outstanding.
(c) Suspension of Services. To the extent permitted by Applicable Law, in addition to any other rights or remedies it may have under this Agreement or Applicable Law, Mark43 may immediately suspend provision of the Services without liability to Subscriber: (a) if Subscriber’s account is more than sixty (60) days past due, until paid in full; (b) if Subscriber breaches Section 2.5 (Restrictions on Use) or Section 2.6 (Security Obligations); (c) to avoid harm or liability to Mark43, its Affiliates or its other customers, including in the case of denial of service attacks or other disruptions; or (d) if required by Applicable Law or a governmental authority. Subscriber shall remain liable for any Fees and other amounts payable under this Agreement during any period of suspension. Mark43 will use commercially reasonable efforts to restore Subscriber’s rights to 311
DocID #76252v1
7 use and access those portions of the Services or accounts that gave rise to the suspension promptly after Subscriber has resolved the problem giving rise to the suspension.

6.3 Effect of Termination. In the event of any termination or expiration of this Agreement, (a) Subscriber will pay all amounts payable hereunder as of the termination or expiration date; (b) All rights, licenses and access granted hereunder to Subscriber (as well as all rights granted to any Authorized Users of Subscriber) will immediately cease, including but not limited to all use of the Mark43 Materials;
(c) Upon Subscriber’s written request prior to the effective date of termination, Mark43 will provide Subscriber with a copy of the Subscriber Data within ninety (90) days of the effective date of termination; and
(d) Subscriber will either return to Mark43 or at Mark43’s option, destroy, all documents, computer files and other materials containing any Confidential Information of Mark43 that are in Subscriber’s possession or control. Upon the written request of Mark43, Subscriber will provide a written certification of its compliance with this paragraph.

6.4 Survival. This Section 6.4 and the following sections will survive any termination or expiration of this Agreement: Section 3 (“Proprietary Rights”), Section 4 (“Integrated Applications”), Section 5 (“Fees and Payment Terms”), Section 6.3 (“Effect of Termination”), Section 7 (“Confidentiality”), Section 8.3 (“Disclaimer”), Section 9 (“Limitation of Liability”), Section 10 (“Indemnification”), and Section 11 (“Miscellaneous”).

7. CONFIDENTIALITY.

7.1 Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means: (a) with respect to Mark43, the Mark43 Materials, and any and all source code relating thereto, as well as any non-public information or material regarding Mark43’s legal or business affairs, products, technology, financing, pricing, customers, properties or data, and (b) with respect to Subscriber, the Subscriber Data and any non-public information or material regarding Subscriber's legal or business affairs, technology, properties or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (i) is generally publicly available at the time of disclosure or becomes generally publicly available after disclosure through no fault of the party to which the Confidential Information has been disclosed (the “Receiving Party”); (ii) is documented as being known to the Receiving Party free of any confidentiality obligations prior to its disclosure by the other party (the “Disclosing Party”); (iii) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (iv) is obtained by the Receiving Party, free of any confidentiality obligations, from a third person who was rightly in possession of such information.

7.2 Use and Disclosure of Confidential Information. The Receiving Party will, with respect to all Confidential Information disclosed by the Disclosing Party before or after the Effective Date: (i) use such Confidential Information only to perform its obligations or exercise its rights under this Agreement; (ii) subject to Section 7.4 below, restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those of the Receiving Party’s employees and independent contractors who have a need to know such Confidential Information in connection with the Receiving Party’s performance of this Agreement and who are subject to confidentiality obligations with respect to such Confidential Information no less restrictive than those set forth herein; and (iii) except as expressly provided herein, not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so.

7.3 Protection of Confidential Information. The Receiving Party will protect the confidentiality of all Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).

7.4 Employee and Independent Contractor Compliance. The Receiving Party will, prior to providing any employee or independent contractor access to any Confidential Information of the Disclosing Party in accordance with Section 7.2, inform such employee or independent contractor of the confidential nature of such Confidential Information and require such employee or independent contractor to comply with the Receiving Party’s obligations hereunder with respect to such Confidential Information.

7.5 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by Applicable Law will not be considered a breach of this Agreement, provided 312
DocID #76252v1
8 the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party’s request and cost, if the other party wishes to contest the disclosure.

7.6 Public Records.
(a) Subscriber is a public agency subject to the California Public Records Act (Government Code section 7920.000 et seq.). Subscriber shall apply any applicable exemptions from disclosure under the California Public Records Act, including exemptions that may protect trade secrets, proprietary information, confidential commercial information, cybersecurity information, or other information exempt from disclosure under applicable law. To assist Subscriber in administering requests for public records, Mark43 shall clearly identify in writing any information it believes constitutes trade secrets or other information exempt from disclosure under applicable law and provide the legal basis for such designation upon Subscriber's reasonable request. Such designation shall not relieve Subscriber of its independent obligation to determine whether records are subject to disclosure under applicable law. (b) Subscriber will use reasonable efforts to notify Mark43 if it receives a Public Records Act request specifically seeking Mark43's proprietary software, source code, security configurations, or Documentation, to the extent permitted by law and practicable within Subscriber's standard response process.

7.7 CJIS Standards; Employee Background Checks.
(a) Subscriber understands and agrees that Mark43 utilizes Cloud Providers (as defined in the Data Processing Addendum) to host the Applications, SaaS Services and Subscriber Data. (b) Subscriber may request reasonable records from Mark43 from time to time to assess Mark43’s adherence to requirements of the applicable CJIS Security Policy promulgated by the FBI. For the avoidance of doubt, Subscriber may need the consent of Cloud Providers to obtain any records or information from Cloud Providers.
(c) Subscriber will have the opportunity to run, at Subscriber’s expense, reasonable background checks on Mark43 employees who will have direct access to Subscriber Data in Subscriber’s production environment (such employees, the “Covered Employees”), provided that:
(i) If Subscriber is in a State that operates a statewide CJIS vendor clearance program, and Mark43 is enrolled and in good standing with such program, Subscriber agrees to rely on the State’s confirmation of clearance for Covered Employees. Subscriber will not require additional background checks at the local or agency level, unless otherwise required by applicable law.
(ii) Mark43’s obligation in support of background checks conducted by Subscriber, if necessary, shall be limited to providing the following: a signed CJIS Security Addendum, a CJIS Security Awareness Training certificate, a copy of government-issued photo ID, one FD-258 fingerprint card, and only such additional documentation as is required by applicable state law or published state CJIS policy. Mark43 shall not be required to provide any other personnel or background documentation and shall not be required to make Covered Employees available for interviews, whether in person, by phone, or otherwise.
(iii) For any background check conducted under this Section 7.7(c), Mark43 may assume that a Covered Employee has been cleared by Subscriber if Mark43 does not receive an adverse response from Subscriber within thirty (30) days of submitting the documentation described in Section 7.7(c)(ii).

8. REPRESENTATIONS AND WARRANTIES.

8.1 Power and Authority. Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to discharge its obligations hereunder and that the person signing this Agreement on behalf of the party has the authority to bind that party. Subscriber represents and warrants that it has obtained, and shall have throughout the Term, all necessary approvals, consents, and authorizations necessary for procurement under this Agreement and that its obligations under this Agreement do not, and shall not, exceed any budget authority limitations during the Term of this Agreement.

8.2 Services Warranty.
313
DocID #76252v1
9 (a) Mark43 represents and warrants that the Applications and SaaS Services will be made available to Subscriber in all material respects in accordance with the Documentation. Subscriber’s sole remedy and Mark43’s sole obligation with respect to a breach of the foregoing warranty is for Mark43, through the Support Services, to use commercially reasonable efforts to remedy the breach within a commercially reasonable amount of time. (b) Mark43 represents and warrants that the Professional Services will be provided in a professional manner and that for a period of thirty (30) days from Go Live (the “Warranty Period”), the Work Product will operate in material accordance with the specifications provided by Mark43 or otherwise agreed between the parties in writing (including in the applicable Statement of Work).

Subscriber’s sole remedy and Mark43’s sole obligation with respect to a breach of the foregoing warranty is for Mark43 to use commercially reasonable efforts to work with Subscriber to resolve the issue causing such breach within a commercially reasonable amount of time. After the Warranty Period, if Subscriber experiences any issue with the Work Product, the parties must enter into a new Statement of Work to address such issues at Mark43’s then-current Professional Services pricing. For clarity, Mark43’s Support Services do not apply to or provide support for any Professional Services or Work Product.

8.3 Disclaimer. USE OF THE MARK43 MATERIALS IS NOT, AND IS NOT INTENDED TO BE, A

SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF AUTHORIZED PARTIES, INCLUDING DISPATCHERS, LAW ENFORCEMENT OFFICERS, INVESTIGATORS OR FIRST RESPONDERS.

THE MARK43 MATERIALS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND THE DATA PROVIDED OR MADE AVAILABLE BY MARK43 OR ITS SUPPLIERS IN CONNECTION WITH THE MARK43 MATERIALS SHOULD NOT REPLACE OTHER EMERGENCY INFORMATION AND SHOULD NOT BE EXCLUSIVELY RELIED-UPON IN AN EMERGENCY SCENARIO.

SUBSCRIBER SHALL BE SOLELY RESPONSIBLE FOR ALL ITS OWN ACTIONS OR FAILURE TO ACT IN CONNECTION WITH ITS AND ITS AUTHORIZED USERS’ USE OF THE MARK43

MATERIALS AND ANY THIRD-PARTY DATA, INCLUDING WITH RESPECT TO COMPLIANCE WITH APPLICABLE LAWS, AND MARK43 AND ITS SUPPLIERS ASSUME NO RESPONSIBILITY, LIABILITY OR RISK FOR SUBSCRIBER’S USE OR MISUSE OF, OR FAILURE TO USE, THE INFORMATION PROVIDED OR MADE AVAILABLE BY MARK43 OR ITS SUPPLIERS THROUGH THE MARK43 MATERIALS OR ANY THIRD-PARTY DATA. SUBSCRIBER AND THE APPLICABLE

AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR, AND SUBSCRIBER WILL BE SOLELY LIABLE FOR, (a) VERIFYING THE ACCURACY, COMPLETENESS, AND SUITABILITY OF ANY DATA USED IN CONNECTION WITH THE SERVICES, AND (b) ANY CONSEQUENCES OF A “HARD DELETE” (i.e., WHEN DATA IS PERMANENTLY REMOVED FROM A DATABASE) OF ANY

SUBSCRIBER DATA PERFORMED BY OR AT THE REQUEST OF SUBSCRIBER OR ANY OF ITS AUTHORIZED USERS. SUBSCRIBER ACKNOWLEDGES THAT THE MARK43 MATERIALS DO NOT CONTAIN OR PROVIDE LEGAL ADVICE. EXCEPT FOR THE LIMITED WARRANTIES PROVIDED BY MARK43 IN SECTION 8.1 AND SECTION 8.2, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARK43 AND ITS SUPPLIERS MAKE NO WARRANTIES OF

ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY

DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE MARK43 MATERIALS. MARK43 AND ITS SUPPLIERS DO NOT WARRANT THAT THE MARK43 MATERIALS WILL BE ERROR FREE OR UNINTERRUPTED. MARK43 AND ITS SUPPLIERS

SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER

PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OF THEIR REASONABLE CONTROL. NEITHER MARK43 NOR

ANY OF ITS SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER TO SUBSCRIBER OR ANY OTHER PARTIES WITH RESPECT TO ANY MARK43 INTEGRATED APPLICATIONS, MARK43 INTEGRATED APPLICATION DATA, SUBSCRIBER INTEGRATED

APPLICATIONS, SUBSCRIBER INTEGRATED APPLICATION DATA, OR ANY THIRD-PARTY DATA.

SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICES AND APPLICATIONS

MAY INCLUDE, INCORPORATE, AND/OR BE DERIVED FROM, AND THAT IN PROVIDING THE SERVICES MARK43 MAY UTILIZE OR EMPLOY, SYSTEMS, APPLICATIONS, MODELS (INCLUDING LARGE LANGUAGE MODELS), ALGORITHMS, TOOLS, OR SERVICES THAT

PERFORM TASKS COMMONLY ASSOCIATED WITH HUMAN INTELLIGENCE, SUCH AS

LEARNING, REASONING, PREDICTIVE ANALYTICS, OR GENERATIVE CONTENT CREATION (“AI TECHNOLOGY”). SUBSCRIBER FURTHER ACKNOWLEDGES AND AGREES THAT AI

TECHNOLOGY, AS WELL AS ANY DATA, RECOMMENDATIONS, PREDICTIONS, TEXT, OR 314
DocID #76252v1
10 OTHER MATERIAL PRODUCED, IN WHOLE OR IN PART, THROUGH THE USE OF AI TECHNOLOGY (“AI-GENERATED OUTPUT”), ARE PROBABILISTIC IN NATURE AND MAY GENERATE INCOMPLETE, INACCURATE, OR INAPPROPRIATE RESULTS. ACCORDINGLY, AI TECHNOLOGY AND AI-GENERATED OUTPUT ARE PROVIDED “AS IS”. MARK43 MAKES NO

WARRANTIES, REPRESENTATIONS, GUARANTEES, OR COVENANTS OF ANY KIND,

WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO AI

TECHNOLOGY OR AI-GENERATED OUTPUT, INCLUDING WITHOUT LIMITATION ANY

WARRANTY OR REPRESENTATION THAT AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, ERROR-FREE, RELIABLE, CURRENT, FIT FOR A PARTICULAR PURPOSE, NONINFRINGING, OR COMPLIANT WITH SUBSCRIBER’S INTERNAL POLICIES OR ANY APPLICABLE LAW OR REGULATION.

9. LIMITATION OF LIABILITY.

9.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MARK43'S OR ANY OF ITS SUPPLIERS’ TOTAL AND AGGREGATE LIABILITY

ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT OF FEES RECEIVED BY MARK43 PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST DATE ON WHICH SUCH LIABILITY ARISES. THE FOREGOING

LIMITATION IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES BEING

AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT, AND THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THAT LIMIT. NEITHER MARK43 NOR ANY PROVIDER OF ANY MARK43 INTEGRATED APPLICATIONS, MARK43 INTEGRATED APPLICATION DATA,

SUBSCRIBER INTEGRATED APPLICATIONS, OR SUBSCRIBER INTEGRATED APPLICATION

DATA SHALL HAVE ANY LIABILITY TO SUBSCRIBER OR ANY OTHER PARTY UNDER THIS AGREEMENT ARISING OUT OF OR RELATING TO SUBSCRIBER’S USE OF SUCH INTEGRATED APPLICATIONS OR DATA, OR FOR ANY OTHER THIRD-PARTY DATA.

9.2 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MARK43 OR ITS SUPPLIERS HAVE ANY LIABILITY TO SUBSCRIBER OR ANY

OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL

DAMAGES, OR FOR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA, OR COST OF

PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT

OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE MARK43 MATERIALS, SERVICES, OR THIRDPARTY DATA, OR FOR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION IN THE USE THEREOF, EVEN IF MARK43 OR ITS SUPPLIERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

9.3 Exceptions. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9.1 AND SECTION 9.2 SHALL NOT APPLY TO MARK43’S

LIABILITY FOR ITS INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10. INDEMNIFICATION.

10.1 Indemnification by Mark43. Mark43 shall defend and hold harmless Subscriber, and its employees, officers, and directors (the “Subscriber Indemnified Parties”) against any third-party claim (each, a “Third-Party Claim”) brought against them, and shall indemnify the applicable Subscriber Indemnified Parties for all losses, damages and expenses (including reasonable attorneys’ fees) (“Losses”) arising from such Third-Party Claim, to the extent such Third-Party Claim alleges that Subscriber’s use of an Application as provided by Mark43 and when used in accordance with the Documentation and in compliance with this Agreement infringes that third party’s U.S. copyright, U.S. patent issued as of the Effective Date, or U.S. trademark, or misappropriates that third party’s trade secret. Mark43 shall have no obligation or liability under this Section 10.1 (Indemnification by Mark43) to the extent the Third-Party Claim arises from: (a) Subscriber’s or any Authorized User’s failure to incorporate any Update made available by Mark43 that would have avoided the alleged infringement or misappropriation; (b) modification of the Applications by anyone other than Mark43; (c) specifications, instructions, features, functions or designs or other elements provided by or requested by Subscriber or any of its Authorized Users; (d) use of the Applications in combination with any other product, service, data, process or material not provided by Mark43 (including any Subscriber Integrated Applications or Subscriber Integrated Application Data or any other Third-Party Data); or (e) use of the Applications in a manner not contemplated by this Agreement or the Documentation.

If any of the Applications are (or Mark43 reasonably believes are likely to become) the subject of a 315
DocID #76252v1
11 claim for which Mark43 would be obligated to defend and indemnify pursuant to this Section, then Mark43 may, at its sole option, obtain for Subscriber the right to continue use of such Applications or replace or modify such Applications, as applicable, provided there is no material loss of functionality.

10.2 Indemnification by Subscriber. To the extent consistent with Applicable Law, Subscriber shall defend and hold harmless Mark43, its Affiliates, suppliers, and their respective employees, officers, and directors (the “Mark43 Indemnified Parties”) against any Third-Party Claim brought against them, and shall indemnify the applicable Mark43 Indemnified Parties for all Losses arising from such Third-Party Claim, to the extent such Third-Party Claim arises out of or is related to (a) Subscriber’s breach of Section 2.5 (Restrictions on Use), Section 2.6 (Security Obligations) or Section 3.2 (Ownership of and Reservation of Rights to Mark43 Materials); (b) Mark43’s, Subscriber’s or any Authorized User’s use or processing of any Subscriber Data, Subscriber Integrated Applications, or Subscriber Integrated Application Data, including any Third-Party Claim alleging that any Subscriber Data, Subscriber Integrated Applications, or Subscriber Integrated Application Data infringes, misappropriates or violates the rights, including Intellectual Property Rights or privacy rights, of a third party or violates any Applicable Law; or (c) Mark43’s disabling a connection to a Subscriber Integrated Application at Subscriber’s request.

10.3 Procedures. Each indemnified party shall give the indemnifying party prompt written notice of any Third-Party Claim to which an indemnification obligation under this Section 10 (Indemnification) may apply and shall reasonably cooperate with the indemnifying party, at its expense, in the defense or settlement of any such Third-Party Claim. An indemnifying party’s obligations under this Section 10 (Indemnification) will be diminished to the extent that it is materially prejudiced by the indemnified party’s non-compliance with the foregoing procedures.

11. MISCELLANEOUS.

11.1 Notices. Unless otherwise specified herein, all notices and other communications between the parties required or permitted by this Agreement or by Applicable Law, will be deemed properly given, if given by (i) personal service, (ii) registered or certified mail, postage prepaid, return receipt requested, or (iii) nationally recognized private courier service, to the respective addresses of the parties set forth below, with, in each case, a copy to the email addresses provided below. Each party may designate a new address by like notice; each party may also designate a new address in an Order Form, provided that the new address is expressly noted as being for such purpose. Notices given hereunder will be effective upon (a) receipt by the party to which notice is given; or (b) on the fifth (5th) business day following mailing, whichever occurs first. For notices relating to Security Incidents (as defined in the Data Processing Addendum), notice shall be sent exclusively to the email address(es) specified as the security contact below.

If to Mark43:

Mark43, Inc.
8 West 40th Street
2nd Floor
New York, NY 10018
Attn: CFO
Email: [email protected]
Copy to:

Mark43, Inc.
8 West 40th Street
2nd Floor
New York, NY 10018
Attn: General Counsel
Email: [email protected]
If to Subscriber:

City of Richmond Community Crisis
Response Program
450 Civic Center Plaza
Richmond, CA 94804
Copy to:

N/A
Subscriber Security Contact:

Name: Joan Binalinbing
Email: [email protected]

11.2 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other party; provided, however, that a party may, without the consent of the other party, assign or otherwise transfer this Agreement in its entirety to any of its Affiliates or to an entity with or into which it is merged or consolidated or to which it sells 316
DocID #76252v1
12 all or substantially all of its assets, stock or other equity interests. Any assignment or other transfer in violation of this section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

11.3 Governing Law. This Agreement will be governed by the internal laws of the state in which Subscriber is geographically located, and any disputes between the parties may be resolved in a state or federal court of competent jurisdiction within such state. EACH PARTY HEREBY WAIVES

ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.

11.4 Dispute Resolution. Prior to the initiation of any legal proceeding other than one for equitable relief as described in subsection (d) below, the parties shall first attempt to resolve their dispute informally, as follows:
(a) Within five (5) business days following the written request of a party, designated individual(s) from Mark43 and Subscriber shall meet to resolve such dispute. (b) The representatives referred to in paragraph (a) shall meet as often as the parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter at issue that the parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the necessity of formal legal proceedings. The specified format for the discussions will be left to the discretion of the designated representatives, but may include the preparation of agreed upon statements of fact or written statements of position. (c) If the representatives referred to in paragraph (a) above are unable to resolve the dispute within thirty (30) days after the dispute is escalated to them, then either party may escalate the dispute to the Chief Financial Officer or similar of Mark43 and the Chief or Sheriff or comparable Subscriber official, for their review and resolution.
(d) The provisions of this Section 11.4 shall not be construed to prevent a party from instituting, and a party is authorized to institute, judicial or other proceedings either to (i) seek injunctive relief or (ii) avoid the expiration of any applicable legal or contractual limitations period.

11.5 Force Majeure. Except with respect to failure to pay any amount due under this Agreement, nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, epidemics, pandemics, governmental acts that are not caused by or within the control of the nonperforming party, orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the nonperforming party.

11.6 No Waiver. The failure of either party to enforce at any time for any period any provision hereof will not be construed to be a waiver of such provision or of the right of such party thereafter to enforce each such provision, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged.

11.7 Amendment. No modification, change or amendment to this Agreement shall be effective unless in writing signed by duly authorized representatives of each of Subscriber and Mark43. No term included in any invoice, estimate, confirmation, acceptance, purchase order or any other similar document (other than Order Forms or Statements of Work) in connection with this Agreement will be effective unless expressly stated otherwise in a separate writing signed by duly authorized representatives of each of Subscriber and Mark43.

11.8 Relationship of the Parties. The relationship of the parties established by this Agreement is that of independent contractors and nothing contained herein will be construed to (a) give any party any right or authority to create or assume any obligation of any kind on behalf of any other party or (b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking.

11.9 Use of Vendors. Subscriber agrees that Mark43 may provide information, data and materials that Mark43 receives in connection with this Agreement (including Subscriber Data) to draw on the resources of, and subcontract certain of its obligations hereunder to, its Affiliates and independent contractors engaged by Mark43 (each, a “Mark43 Vendor”) for internal, administrative and compliance purposes or in connection with the hosting or provision of the SaaS Services and other 317
DocID #76252v1
13 products and services to be provided by Mark43 pursuant to this Agreement. Mark43 shall be responsible in accordance with the terms of this Agreement for each Mark43 Vendor’s compliance with the terms of this Agreement and for its acts and omissions that cause Mark43 to breach its obligations under this Agreement.

11.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, to the extent the economic benefits conferred thereby to the parties remain substantially unimpaired, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions or affecting the validity or enforceability of any of such terms or provisions in any other jurisdiction.

11.11 Headings; Construction. The titles and headings contained in this Agreement are for reference purposes only and shall not in any manner limit the construction or interpretation of this Agreement.

Use of the term “including” herein shall be deemed to be followed by “without limitation.”

11.12 Counterparts. This Agreement may be executed, including by electronic signature, in two or more counterparts, each of which shall be an original and all such counterparts together shall constitute one and the same instrument. Electronically executed or electronically transmitted (including via facsimile transmission) signatures have the full force and effect of original signatures.

11.13 Cumulative Remedies. All remedies for breach of this Agreement are cumulative, and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

11.14 Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. When applicable, Subscriber will provide Mark43 with information about Subscriber’s export and distribution activities as may be required for Mark43 to meet its obligations under the United States export control laws and regulations.

11.15 Compliance with Laws. Each party shall comply with all Applicable Laws relating or pertaining to the performance of its obligations and the exercise of its rights under this Agreement. Subscriber shall ensure that its use of all Subscriber Data complies with all Applicable Laws relating to the privacy of third parties and the protection of their personal data promulgated by any governmental, municipal, or legal authority having jurisdiction over Subscriber or the Subscriber Data covered by this Agreement. Each party shall comply with local anti-bribery laws as well as the U.S. Foreign Corrupt Practices Act, as well as any other Applicable Laws and regulations. In connection with its performance under this Agreement, neither party shall directly or indirectly: (A) offer, pay, promise to pay, or authorize the payment of any money, gift or other thing of value to any person who is an official, agent, employee, or representative of any government or instrumentality thereof or to any candidate for political or political party office, or to any other person while knowing or having reason to believe that all or any portion of such money, gift or thing of value will be offered, given, or promised, directly or indirectly, to any such official, agent, employee, or representative of any government or political party, political party official or candidate; (B) offer, promise or give any person working for, or engaged by, the other party a financial or other advantage to (i) induce that person to perform improperly a relevant function or activity; or (ii) reward that person for improper performance of a relevant function or activity; or (C) request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this Agreement. Each party represents and warrants that it shall be responsible for compliance with this provision by all third parties engaged by it to perform services related to this Agreement and shall require that such third parties agree to comply with all legal requirements required of such party under this Agreement.

11.16 Entire Agreement. This Agreement supersedes all previous understandings, agreements and representations between the parties or any affiliates or agents thereof, written or oral, and constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and incorporates all representations, warranties, covenants, commitments and understandings on which they have relied in entering into this Agreement, and, except as provided for herein, neither party makes any covenant or other commitment concerning its future action nor does either party make any promises, representations, conditions, provisions or terms related thereto.

11.17 Supporting Documents.
318
DocID #76252v1
14 The following documents, along with all Order Forms and Statements of Work, are expressly incorporated into this Agreement and are collectively referred to herein as the “Supporting Documents:”
• Technical Requirements: https://mark43.com/tech-requirements • Support Services: https://mark43.com/support-services/ • Data Processing Addendum: https://mark43.com/data-processing-addendum/ • Mark43 Integrated Application Terms: https://mark43.com/integrated-application-terms/ This Agreement and the Supporting Documents shall be construed to be mutually complementary and supplementary whenever possible. In the event of a conflict that cannot be resolved, the provisions of the body of this Agreement shall control over any conflicting provisions in any of the Supporting Documents.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

MARK43, INC. SUBSCRIBER
By: By:

Name:

Title:

Name:

Title:

Date: Date:
319
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT B

PAYMENT PROVISIONS

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

2. SUBMISSION OF INVOICES:

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

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

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

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

SAM VAUGHN SAM VAUGHN MARK43, INC.
320
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

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

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

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

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

Attn:

Email: ________________________________________________ SAM VAUGHN [email protected] MARK43, INC. MARK43, INC. 8 W 40TH STREET, 2ND FLOOR NEW YORK, NEW YORK 10018 [email protected] 321
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

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

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

2. TIME IS OF THE ESSENCE:

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

3. STANDARD OF CARE:

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

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

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

5. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, MARK43, INC.
322
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

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

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

MARK43, INC.
323
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

8. PERMITS AND LICENSES:

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

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

9. TERMINATION:
a. Termination Without Default. 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 MARK43, INC.
324
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

11. HOLD HARMLESS:
a. To the fullest extent permitted by 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 MARK43, INC.
325
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent. c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or jointventure or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add subcontractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.
f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.

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 MARK43, INC.
326
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.

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

14. INSURANCE:

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

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.

MARK43, INC.
327
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor. d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.

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

16. INTEGRATED CONTRACT:

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

17. CONFLICTING PROVISIONS:

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

18. FORCE MAJEURE:

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

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of MARK43, INC.
328
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.

20. CLAIMS:

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

21. INTERPRETATION:

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

22. WARRANTY:

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

23. SEVERABILITY:

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

24. AUTHORITY:

City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, MARK43, INC.
329
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.

MARK43, INC.
330
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”):

MARK43, INC.

See attached.
331
EXHIBIT E — SPECIAL CONDITIONS
These modifications and provisions (the "Special Conditions") are hereby incorporated into the Contract between the City of Richmond and Mark43, Inc. dated as of __________ (the "Base Contract" and such date, the "Effective Date"). The Software License and Services Agreement between the parties (the "SLSA") is incorporated into this Contract. In the event of a conflict or inconsistency between these Special Conditions and either the Standard Contract or Exhibits A through D or Exhibit F, these Special Conditions shall prevail. In the event of a conflict or inconsistency between these Special Conditions and the SLSA, the SLSA shall prevail.

MODIFICATIONS TO GENERAL CONDITIONS (EXHIBIT D)

1. Section 2 (Time is of the Essence). The heading "Time is of the Essence" is replaced with "Time Estimates." The text of Section 2 is deleted and replaced with:
"Contractor and City agree that any time period set forth in Exhibit A or the Statement of Work represents their best estimates with respect to completion dates, and both Contractor and City acknowledge that departures from the schedule may occur. Both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by City, third parties, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work."

2. Section 6 (City Property). Section 6 of the General Conditions is hereby repealed and replaced with:
"6. Intentionally Omitted. Intellectual property rights and ownership of Subscriber Data, Work Product, and Mark43 Materials are governed exclusively by the SLSA."

3. Section 7 (Records). The following language is hereby added to the end of Section 7 of the General Conditions:
"This section shall not be deemed to expand the Contractor's duties imposed by applicable law regarding the subject matter hereof, and shall not require Contractor to disclose proprietary software, source code, algorithms, or trade secrets."

4. Section 9 (Termination).
(a) Section 9(a) (Termination Without Default) is hereby repealed and replaced with:
"9(a). Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract upon thirty (30) days' written notice to Contractor. Contractor may terminate this Contract in its sole and absolute discretion and without cause upon thirty (30) days' written notice to City. In the event of termination by either party under this Section 9(a), Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) any prepaid Fees for the balance of the period of performance under the applicable Order Form shall 332
be refunded on a pro-rata basis. Additional termination rights and post-termination obligations are set forth in the SLSA."
(b) Section 9(b) (Termination in the Event of Default) is hereby repealed and replaced with:
"9(b). Intentionally Omitted. Refer to Section 9(a) above and Section 6 of the SLSA."

5. Section 11 (Hold Harmless). Section 11 of the General Conditions is hereby repealed and replaced with:
"11. Intentionally Omitted. Indemnification obligations of each party are governed exclusively by Section 10 of the SLSA."

6. Section 12 (Limitations upon Subcontracting and Assignment). The following language is hereby added to the end of Section 12 of the General Conditions:
"To the extent City's consent is required for an assignment or transfer under this Section 12, such consent shall not be unreasonably withheld. Notwithstanding anything in this Section 12 to the contrary, Contractor may, without City's prior consent, assign this Contract in its entirety to any of its Affiliates (as defined in the SLSA) or to an entity with or into which it is merged or consolidated or to which it sells all or substantially all of its assets, stock or other equity interests, consistent with Section 11.2 of the SLSA."

7. Section 17 (Conflicting Provisions). Section 17 of the General Conditions is hereby repealed and replaced with:
"17. Conflicting Provisions. In the event of a conflict between the General Conditions (Exhibit D) and the SLSA, the SLSA shall prevail. In the event of a conflict between the General Conditions and the Special Conditions (Exhibit E), the Special Conditions shall prevail. In the event of a conflict between these General Conditions and any other Exhibit or attachment (other than the SLSA or Exhibit E), these General Conditions shall prevail." 333
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
MARK43, INC.
334
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)
MARK43, INC.
335
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:

MARK43, INC.
336
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks
Type 1 – Page 1 of 4
Revised: September 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 insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

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

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

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

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

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

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

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

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

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

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

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

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

PROJECT COST REQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
337
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks
Type 1 – Page 2 of 4
Revised: September 2011

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

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

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

Same limits as General Liability.

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

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

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

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

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
338
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks
Type 1 – Page 3 of 4
Revised: September 2011
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.

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

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

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

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

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 339
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks
Type 1 – Page 4 of 4
Revised: September 2011
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.
340