Agenda — Richmond City Council, October 20, 2026 (part 2 of 5)

RESOLUTION NO. ____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING

AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, APPROVING AMENDMENT NO. 2 TO THE RESIDENTIAL ELECTRIC SERVICES CONTRACT

WITH NET ELECTRIC, INCREASING THE CONTRACT PAYMENT LIMIT BY $100,000, FROM A NOT TO EXCEED AMOUNT OF $100,000 TO A NEW NOT TO EXCEED AMOUNT OF $200,000, TO CONTINUE SUPPORTING UNIT TURNOVER

ACTIVITIES AND WORK ORDERS AT NYSTROM VILLAGE
WHEREAS, Richmond Housing Authority (RHA) owns and manages 100 units of rental housing; and
WHEREAS, RHA entered into a Public Housing Authority Recovery and Sustainability (PHARS) agreement with the U.S. Department of Housing and Urban Development (HUD); and WHEREAS, RHA remains obligated and committed to performing all HUD required functions, and providing quality service to local program participants; and WHEREAS, on April 1, 2025, the Board of Commissioners adopted Resolution No. 2208, approving a contract with Net Electric for on-call residential electric services at Nystrom Village, in an amount not to exceed $60,000 for a three-year term, with the option to extend for up to two additional years at $20,000 per year, for a total not-to-exceed amount of $100,000 and a maximum contract term through April 1, 2030; and
WHEREAS, RHA has since executed Amendment No. 1 to the contract, exercising the option to extend the contract term through April 1, 2030 at the full not-to-exceed amount of $100,000; and
WHEREAS, Net Electric has continued to provide certified electrician services to support unit turnover activities and respond to work order requests at Nystrom Village; and WHEREAS, RHA desires to amend the contract with Net Electric to increase the contract payment limit by $100,000, from a not-to-exceed amount of $100,000 to a new not-toexceed amount of $200,000.

NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE

HOUSING AUTHORITY OF THE CITY OF RICHMOND, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA THAT the Executive Director is hereby authorized to execute Amendment No. 2 to the contract with Net Electric for residential electric services at Nystrom Village, increasing the contract payment limit by $100,000, from a not-to-exceed amount of $100,000 to a new not-to-exceed amount of $200,000 to continue supporting unit turnover activities and work orders at Nystrom Village.

BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to take all actions necessary to implement this resolution.
*****************
The foregoing resolution was passed and adopted by the Commissioners of the Housing Authority of the City of Richmond at a special meeting thereof held on October 20, 2026 by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:
103

Reso. No. ____

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Chairperson

[SEAL]
Attest:

Secretary
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 at a Special Housing Authority Meeting held on October 20, 2026. ____________________________________

CLERK OF THE HOUSING AUTHORITY
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October 6, 2026
City Attorney's Office
Human Resources
DATE: October 6, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Shannon Moore, Interim City Attorney
Sharrone Taylor, Human Resources Director
Subject: Legal Services Agreement Amendment No. 5 with Liebert Cassidy Whitmore for Labor and Employment Matters
FINANCIAL IMPACT: The proposed $475,000 expenditure is included within the approved Fiscal Year 2026–2027 Human Resources
and Risk Management budgets (Account Strings: Human
Resources 01181016-400206 and Risk Management
50182316-400206).

PREVIOUS COUNCIL
ACTION:

April 16, 2024
June 20, 2024
November 1, 2022
October 7, 2025
June 16, 2026

STATEMENT OF THE
ISSUE:

City staff is requesting City Council approve a fifth
amendment to the legal services agreement with the law
firm Liebert Cassidy Whitmore to increase the not-toexceed amount by $475,000 to continue providing ongoing legal support in labor relations and public safety personnel matters.

RECOMMENDED ACTION: APPROVE a fifth amendment to the Legal Services Agreement with Liebert Cassidy Whitmore to continue
providing legal support for labor relations, increasing the payment limit by $475,000 for a total contract amount not to exceed $2,440,000, with a term ending June 30, 2027
– City Attorney’s Office (Sharrone Taylor 620-
6803/Shannon Moore 620-6505).

AGENDA
REPORT
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Page 2 of 2 ends

October 6, 2026
DISCUSSION:

City staff requests an amendment to the existing legal services agreement with Liebert Cassidy Whitmore (LCW) which expires on June 30, 2027. There is a need to increase the not-to-exceed amount to address the need for ongoing labor negotiations regarding successor Memorandums of Understanding for three of the City's bargaining groups, the Fire Department’s transition to Advanced Life Support (ALS) services, and other meet and confer matters with bargaining units. Additionally, the LCW provides legal advice on various employment law matters, meet and confer obligations, representation in sworn and non-sworn personnel matters, anti-harassment training, and training for the City's Management Leadership Academy. There are ongoing labor negotiations and specialized labor and employment legal expertise for which LCW has expertise to provide such support. The Human Resources Department requests this amendment to add funds to cover anticipated expenditures for the ongoing matters.

Rates for LCW: Partners $485 per hour; Senior Counsel $400 per hour; Associates $295 - $380 per hour; Labor Relations/Human Resources Consultant $315 per hour; Classification & Compensation Consultant $230 per hour; Paralegals $165 per hour, EDiscovery Specialists $185 per hour; and Law Clerks $180-$200 per hour.

The services provided by LCW have been extremely beneficial to the City and performed in a very satisfactory manner. Further, continuing the working relationship with LCW will provide stability in negotiations and employment law issues, and it would be detrimental to the City's interests to change law firms at this juncture.

The Human Resources Department and the City Attorney’s Office requests Council’s approval of this fifth amendment to the legal services agreement with Liebert Cassidy Whitmore to increase the payment limit by $475,000 for a total not-to-exceed amount of $2,440,000, and term end date of June 30, 2027.

DOCUMENTS ATTACHED:

Attachment 1 – Original Legal Services Agreement (LSA) with LCW Attachment 2 – First Amendment to LSA
Attachment 3 – Second Amendment to LSA
Attachment 4 – Third Amendment to LSA
Attachment 5 – Fourth Amendment to LSA
Attachment 6 – Fifth Amendment to LSA (Proposed)
106
1 LEGAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF RICHMOND
AND

LIEBERT CASSIDY WHITMORE

PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 1 day of JULY, 2022 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and LIEBERT CASSIDY WHITMORE comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at, 135 MAIN STREET, 7TH FLOORE, SAN FRANCISCO, CA 94105. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
The following recitals are as follows:

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

AGREEMENT PROVISIONS
The Parties agree as follows:

1. RETENTION OF FIRM.

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

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

C. Special Counsel shall perform such legal services for and on behalf of City under the primary direction of the City Attorney. Special Counsel shall undertake, subject to approval of the City Attorney, additional duties as may be authorized by City from DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 107
2 time to time under the terms and conditions of this Agreement.

2. DESCRIPTION OF SERVICES TO BE PROVIDED.

These services may include, but are not limited to, providing advice and counsel on legal matters affecting City, performing legal research, representing City in judicial proceedings in state and/or federal court or other dispute resolution forums or before administrative agencies, negotiating contracts and drafting contracts, correspondence and other legal documents as may become necessary. These services shall also include the preparation and delivery of status reports to City as specified in paragraph 11 of this Agreement.

3. TERM OF AGREEMENT.

The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on JUNE 30, 2023, unless the parties extend the Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.

4. ASSIGNMENT OF DUTIES.

It is contemplated that no other attorney will be assigned from Special Counsel other than JACK HUGHES & TONY G. CARVALHO. It is agreed by and between the Parties that should it be desirable for any attorney other than JACK HUGHES & TONY G.

CARVALHO to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.

5. PUBLIC FUNDING.

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

6. PAYMENT FOR SERVICE.

In consideration for Special Counsel’s performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of Special Counsel’s bill by the City Attorney, Special Counsel shall be compensated at the preapproved DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 108
3 hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference.

Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney.

Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.

7. BILLING INVOICES.

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

8. BILLING.

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

9. TERMINATION.

Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.

10. CONFLICTS OF INTEREST.

A. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function, or responsibility in connection with the carrying out of any project to which this Agreement pertains, DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 109
4 shall have any personal interest, direct or indirect, in this Agreement.

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

11. ASSIGNMENTS AND SUCCESSORS IN INTEREST.

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

12. AUDITS, RECORDS, AND DOCUMENTATION.

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

B. Special Counsel shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Special Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City.

Upon written notice by the City, the Special Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.

13. NON-DISCRIMINATION.

A. Special Counsel agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 110
5 any employee, any applicant for employment or any potential subcontractor.

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

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

14. HOLD HARMLESS/INDEMNIFICATION.

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

15. INSURANCE REQUIREMENTS.

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

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

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

16. CONFIDENTIALITY AND MEDIA STATEMENTS.

The data, information and reports acquired or prepared by Special Counsel in connection with matters upon which the City has retained Special Counsel shall not be shown or distributed to any other public or private person or entity except as authorized by the City Attorney and in no event prior to having been first disclosed to the City Attorney. All information, documents, records, reports, data or other materials furnished by City to DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 111
6 Special Counsel or other such information, documents, records, data or other materials to which the Special Counsel has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Special Counsel shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney. Special Counsel shall not provide any written or oral statements to the media without the prior written authorization of the City Attorney. .

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

17. AMENDMENTS.

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

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

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

19. NOTICES.

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

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

20. LAW GOVERNING AGREEMENT.

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

21. INVALID PROVISIONS.

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

22. LICENSE REQUIREMENTS.

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

23. LAW GOVERNING AGREEMENT.

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

LIEBERT CASSIDY WHITMORE
By:_______________________________
Title:_____________________________

CITY OF RICHMOND
____________________________
Mayor/ City Manager
Name:______________________
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF Managing Partner
DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 Eduardo Martinez
113
8 APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:

City Clerk
DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 114
Exhibit A
9 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:

Special Counsel shall provide legal advice to the City on an as-needed basis regarding labor and employment issues, represent the City in personnel disciplinary matters, and act as the City’s chief negotiator in negotiations with the City’s represented employee bargaining units. In addition, Special Counsel shall provide training programs for City employees.

City of Richmond Contact Attorney: Dave Aleshire
Schedule of Fees & Charges:

Hourly Rates
PARTNER(S) $380/hour
ASSOCIATE(S) $240-300/hour

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

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of One-Hundred Sixty-Five Thousand Dollars ($165,000) for attorneys’ fees and reimbursements.

DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 115
Exhibit B
10 BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.

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

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

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

DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 116
Exhibit B
11 II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.

When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.

DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 117
Exhibit B
12 j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.

III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
 Actual printing costs;
 Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
 Actual cost of postage (including express mail delivery charges);  Facsimile charges at the rate of $0.25 per page;
 Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services;
 Actual cost of long distance telephone calls;
 Transcription and reporter's fees; and
 Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy.

DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 118
Exhibit B
13 b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.

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

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

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

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

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

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

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

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

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

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Exhibit F
19 SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain 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.

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

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
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Exhibit G
20 City of Richmond - Insurance Requirements - Type 2:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Exhibit G
21 City of Richmond - Insurance Requirements - Type 2:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Exhibit G
22 City of Richmond - Insurance Requirements - Type 2:

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

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

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

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

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

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

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

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

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

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

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable DocuSign Envelope ID: 9465A863-80AF-496B-B5F2-2F827227B0EF DocuSign Envelope ID: FBA71515-6103-4C19-A21F-E2FDD41CF366 128
First Amendment to Agreement for Legal Services
A-1

FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BY AND BETWEEN

THE CITY OF RICHMOND
AND

LIEBERT CASSIDY WHITMORE
This First Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and LIEBERT CASSIDY WHITMORE (“Special Counsel”) (the “First Amendment”) is entered into as of June 20, 2023, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and increase the compensation; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation limit by Two Hundred Fifty Thousand Dollars ($250,000); and

WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to extend the term of the agreement to June 30, 2024; and WHEREAS, the City and Special Counsel now desire for Special Counsel to include Lisa Charbonneau in its representation of the City; and WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this First Amendment.

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

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

2. Effect of First Amendment. Except as provided in this First Amendment, all other terms of the Original Agreement shall remain in full force and effect.

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

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

CITY OF RICHMOND LIEBERT CASSIDY WHITMORE
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
/City Manager
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First Amendment to Agreement for Legal Services
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Attachment 1

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

Special Counsel shall provide legal advice to the City on an as-needed basis regarding labor and employment issues, represent the City in personnel disciplinary matters, and act as the City's chief negotiator in negotiations with the City's represented employee bargaining units. In addition, Special Counsel shall provide training programs for City employees.

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

Hourly Rates:

PARTNERS $435.00
SENIOR COUNSEL $365.00
ASSOCIATES $260.00 - $345.00
LABOR RELATIONS/ $280.00

HUMAN RESOURCES

CONSULTANT
PARALEGALS $145.00
E-DISCOVERY SPECIALISTS $145.00
LAW CLERKS $145.00 - $185.00

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

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Four Hundred Fifteen Thousand Dollars ($415,000) for attorneys’ fees and reimbursements.

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DocuSign Envelope ID: 74B36F57-A53D-40A1-A63E-211EE69013ED 133
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LCW (Labor)—3
rd Amend to LSA
DocID #53860v1
A-1

THIRD AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

LIEBERT CASSIDY WHITMORE
This Third Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and LIEBERT CASSIDY WHITMORE (“Special Counsel”) (the "Third Amendment") is entered into as of October 7, 2025, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities on July 1, 2022 for an amount not to exceed $165,000 and term ending June 30, 2023; and
WHEREAS, the City and Special Counsel entered into the First Amendment to the Original Agreement on June 20, 2023 to extend the term to June 30, 2024 and to increase the compensation limit by $250,000; and
WHEREAS, the City and Special Counsel entered into a Second Amendment of the Original Agreement on April 16, 2024 to extend the term to June 30, 2026 and to increase the compensation limit by $750,000; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation limit by $400,000; and WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this Third Amendment.

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

2. Effect of Third Amendment. Except as provided in this Third Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this Third Amendment increases the compensation by $400,000.

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

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LCW (Labor)—3
rd Amend to LSA
DocID #53860v1
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IN WITNESS WHEREOF, the City and Special Counsel have caused this Third Amendment to be effective as of the last date written above.

CITY OF RICHMOND LIEBERT CASSIDY WHITMORE
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
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rd Amend to LSA
DocID #53860v1
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Attachment 1

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

Special Counsel shall provide legal advice to the City on an as-needed basis regarding labor and employment issues, represent the City in personnel disciplinary matters, and act as the City's chief negotiator in negotiations with the City's represented employee bargaining units. In addition, Special Counsel shall provide training programs for City employees.

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

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

Hourly Rates:

PARTNERS $435.00
SENIOR COUNSEL $365.00
ASSOCIATES $260.00 - $345.00
LABOR RELATIONS/ $280.00

HUMAN RESOURCES

CONSULTANT
PARALEGALS $145.00
E-DISCOVERY SPECIALISTS $145.00
LAW CLERKS $145.00 - $185.00

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

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of One Million Five Hundred Sixty-Five Thousand Dollars ($1,565,000) for attorneys’ fees and reimbursements.

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LCW (Labor)—4th Amend to LSA
DocID #72606v1
A-1

FOURTH AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

LIEBERT CASSIDY WHITMORE
This Fourth Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and LIEBERT CASSIDY WHITMORE (“Special Counsel”) (the "Fourth Amendment") is entered into as of June 16, 2026, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities on July 1, 2022 for an amount not to exceed $165,000 and term ending June 30, 2023; and
WHEREAS, the City and Special Counsel entered into the First Amendment to the Original Agreement on June 20, 2023 to extend the term to June 30, 2024 and to increase the compensation limit by $250,000; and
WHEREAS, the City and Special Counsel entered into a Second Amendment of the Original Agreement on April 16, 2024 to extend the term to June 30, 2026 and to increase the compensation limit by $750,000; and
WHEREAS, the City and Special Counsel entered into a Third Amendment of the Original Agreement on October 7, 2025 to increase the compensation limit by $400,000; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to extend the term to June 30, 2027 and increase the compensation limit by $400,000 and;

WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this Fourth Amendment.

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

2. Effect of Fourth Amendment. Except as provided in this Fourth Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this Fourth Amendment increases the compensation by $400,000 and extends the term to June 30, 2027.
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3. Counterparts. This Fourth Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.

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

CITY OF RICHMOND LIEBERT CASSIDY WHITMORE
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
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DocID #72606v1
A-3
Attachment 1

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

Special Counsel shall provide legal advice to the City on an as-needed basis regarding labor and employment issues, represent the City in personnel disciplinary matters, and act as the City's chief negotiator in negotiations with the City's represented employee bargaining units. In addition, Special Counsel shall provide training programs for City employees.

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

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

Hourly Rates:

PARTNERS $435.00
SENIOR COUNSEL $365.00
ASSOCIATES $260.00 - $345.00
LABOR RELATIONS/ $280.00

HUMAN RESOURCES

CONSULTANT
PARALEGALS $145.00
E-DISCOVERY SPECIALISTS $145.00
LAW CLERKS $145.00 - $185.00

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

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of One Million Nine Hundred Sixty-Five Thousand Dollars ($1,965,000) for attorneys’ fees and reimbursements.
140
450 Civic Center Plaza, Richmond, CA 94804-1630
Telephone: (510) 620-6509 Fax: (510) 620-6518 www.ci.richmond.ca.us DocID #75367v3
CITY ATTORNEY’S OFFICE
July 8, 2026
VIA E-MAIL and DOCUSIGN:
[email protected]
[email protected]
[email protected]
[email protected]
Melanie L. Chaney, Firm-wide Managing Partner

LIEBERT CASSIDY WHITMORE
6033 W. Century Blvd., Ste. 500
Los Angeles, CA 90045
(310) 981-2012
RE: Change in Rates to Two Legal Services Agreements
• LCW LSA—Labor
• LCW LSA—Employment Litigation
Dear Ms. Chaney,
Pursuant to the email exchange dated July 7, 2026, including the attached Fee Schedule, between Senior Assistant City Attorney, Dallae Chin, and Accounting & Contracts Specialist, Marc Zavala, this letter confirms the changes in rates to the legal services agreements between Liebert Cassidy Whitmore and the City of Richmond, as set forth below:

HOURLY RATES EFFECTIVE JULY 1, 2026 THRU JUNE 30, 2027:

PARTNER(S) $485/hr
SENIOR COUNSEL $400/hr
ASSOCIATE(S) $295-380/hr
LABOR RELATIONS/ $315.00/hr

HUMAN RESOURCES CONSULTANT
CLASSIFICATION & $230.00/hr

COMPENSATION CONSULTANT
PARALEGAL(S) $165/hr
E-DISCOVERY SPECIALIST(S) $185.00/hr
LAW CLERK(S) $180.00-$200.00/hr
Docusign Envelope ID: 22BA8DB0-193B-8760-80F1-AD8FFE493FF4 141
DocID #75367v3

Page 2 of 2 ends

LCW—FY 26/27 Rates
July 8, 2026
A signature line is included below to indicate your assent on behalf of Liebert Cassidy Whitmore.

Sincerely,
Shannon Moore, Interim City Attorney
******************************************************************************

ACCEPTED AND AGREED

Melanie Chaney, Firm-wide Managing Partner

LIEBERT CASSIDY WHITMORE
Docusign Envelope ID: 22BA8DB0-193B-8760-80F1-AD8FFE493FF4 142
From: Dallae Chin
To: [email protected]
Cc: Lisa S. Charbonneau; Shannon Moore; City Attorney"s Office Subject: FW: Amendment - Updated Rate Schedule
Date: Tuesday, July 7, 2026 1:57:21 PM
Attachments: image002.png
City of Richmond Fee Schedule.doc
Hi Marc, Thank you for reaching out. The City approves the new rates. Please let me know next steps. Thank you.

Dallae Chin (she/her)
Senior Assistant City Attorney
City Attorney's Office | City of Richmond
450 Civic Center Plaza
Richmond, California 94804-1630
(510) 620-5517 Direct
Confidentiality Notice: The contents of this message, together with any attachments, are intended only for the use of the individual or entity to which they are addressed and may contain information that is legally privileged, confidential and exempt from disclosure. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this message, or any attachment, is strictly prohibited. If you are not the intended recipient or otherwise authorized to receive this message, please contact the sender by reply e-mail or phone, and delete all copies of this message, along with any attachments. Thank you.

From: Marc A. Zavala <[email protected]>
Sent: Thursday, July 2, 2026 9:14 AM
To: Zena Battle <[email protected]>
Cc: [email protected]
Subject: Amendment - Updated Rate Schedule
This email originated from outside of the City's email system. Do not open links or attachments from untrusted sources.

Hi Zena,
It was a pleasure speaking with you yesterday.

Attached is the updated rate schedule to be included in the new amendments, reflecting our rate increases effective July 1. Please let me know if you need any additional information or have any questions.

Thank you
Docusign Envelope ID: 22BA8DB0-193B-8760-80F1-AD8FFE493FF4 143
_____________________________________________________________ Marc A. Zavala | Accounting & Contracts Specialist
6033 West Century Boulevard, 5th Floor
Los Angeles, CA 90045
tel: 310.981.2000 | dir: 310.981.2074
fax: 310.337.0837
[email protected] | Website
______________________________________________________________ This electronic communication contains information that is confidential, legally privileged, and proprietary. The information contained in this communication is intended only for use by the designated individual or entity. If the reader is not the intended recipient of this communication, the reader is hereby notified that any reliance on the information contained herein is taken at reader’s own risk and any dissemination, distribution or copy of this information is strictly prohibited. If you have received this communication in error, please notify our office immediately by calling 800-645-2696 or reply to this communication and then delete the communication.

Docusign Envelope ID: 22BA8DB0-193B-8760-80F1-AD8FFE493FF4 144
8548274.1 LC001-009

LIEBERT CASSIDY WHITMORE

FEE SCHEDULE
Partners $485.00
Senior Counsel $400.00
Associates $295.00 - $380.00
Labor Relations/Human Resources Consultant $315.00
Classification & Compensation Consultant $230.00
Paralegals $165.00
E-Discovery Specialists $185.00
Law Clerks $180.00 - $200.00
Docusign Envelope ID: 22BA8DB0-193B-8760-80F1-AD8FFE493FF4 145
LCW (Labor)—5th Amend to LSA
DocID #79392v1
A-1

FIFTH AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

LIEBERT CASSIDY WHITMORE
This Fifth Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and LIEBERT CASSIDY WHITMORE (“Special Counsel”) (the "Fifth Amendment") is entered into as of October 6, 2026, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities on July 1, 2022 for an amount not to exceed $165,000 and term ending June 30, 2023; and
WHEREAS, the City and Special Counsel entered into the First Amendment to the Original Agreement on June 20, 2023 to extend the term to June 30, 2024 and to increase the compensation limit by $250,000; and
WHEREAS, the City and Special Counsel entered into a Second Amendment of the Original Agreement on April 16, 2024 to extend the term to June 30, 2026 and to increase the compensation limit by $750,000; and
WHEREAS, the City and Special Counsel entered into a Third Amendment of the Original Agreement on October 7, 2025 to increase the compensation limit by $400,000; and
WHEREAS, the City and Special Counsel entered into a Fourth Amendment of the Original Agreement on June 16, 2026 to extend the term to June 30, 2027 and increase the compensation limit by $400,000; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City increase the compensation limit by $475,000 and; WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this Fifth Amendment.

1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this Fifth Amendment.
146
LCW (Labor)—5th Amend to LSA
DocID #79392v1
A-2

2. Effect of Fifth Amendment. Except as provided in this Fifth Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this Fifth Amendment increases the compensation by $475,000.

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

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

CITY OF RICHMOND LIEBERT CASSIDY WHITMORE
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
147
LCW (Labor)—5th Amend to LSA
DocID #79392v1
A-3
Attachment 1

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

Special Counsel shall provide legal advice to the City on an as-needed basis regarding labor and employment issues, represent the City in personnel disciplinary matters, and act as the City's chief negotiator in negotiations with the City's represented employee bargaining units. In addition, Special Counsel shall provide training programs for City employees.

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

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

Hourly Rates:

PARTNERS $485.00
SENIOR COUNSEL $400.00
ASSOCIATES $295.00 - $380.00
LABOR RELATIONS/ $315.00

HUMAN RESOURCES

CONSULTANT
PARALEGALS $165.00
E-DISCOVERY SPECIALISTS $185.00
LAW CLERKS $180.00 - $200.00

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

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Two Million Four Hundred Forty Thousand Dollars ($2,440,000) for attorneys’ fees and reimbursements.
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RICHMOND, CALIFORNIA, September 15, 2026
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION The Richmond City Council Evening Open Session was called to order at 3:30 p.m. by Mayor Eduardo Martinez.

B. ROLL CALL

Present: Councilmembers Jamelia Brown, Claudia Jimenez, Sue Wilson, Cesar Zepeda, Vice Mayor Doria Robinson, and Mayor Eduardo Martinez. Absent: Councilmember Soheila Bana arrived at 3:43 p.m. after the adjournment to Closed Session.

C. CLOSED SESSION
C.1 LIABILITY CLAIMS (Government Code Section 54956.9)
 Claimant: Kay Maher Agency Against: City of Richmond
 Claimant: Lynette Parker Agency Against: City of Richmond C.2 PUBLIC EMPLOYEE APPOINTMENT (Government Code Section 54957(b))
 Title: Interim City Manager Recruitment
C.3 PUBLIC EMPLOYEE APPOINTMENT (Government Code Section 54957(b))
 Title: City Manager Recruitment
C.4 PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government
Code Section 54957)
 Title: City Manager
C.5 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.6 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
 Two cases
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C.7 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (Significant exposure to litigation pursuant to paragraph (2) or (3) of Subdivision (d) [as applicable] of Government Code Section 54956.9)  One case
C.8 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
 Property: 1689 Regatta Boulevard
Agency Negotiators: Nannette Beacham
Negotiating Parties: DiCon Fiberoptics, Inc.

Under negotiation: Price and terms of payment
D. PUBLIC COMMENT BEFORE CLOSED SESSION (limited to items on the Closed Session agenda only)
Cordell Hindler and Claudia Citroen gave comments in person regarding the public employee appointment and performance evaluation items.

Kevin Tisdell gave comments via teleconference regarding the public employee appointment item.

E. ADJOURN TO CLOSED SESSION
The Open Session adjourned to Closed Session at 3:37 p.m. Closed Session adjourned at 6:19 p.m.

F. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
The Regular Meeting of the Richmond City Council was called to order at 6:30 p.m. by Mayor Eduardo Martinez.

G. PLEDGE OF ALLEGIANCE
Mayor Eduardo 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 the City Council met in Closed Session pursuant to Government Code section 54957 regarding the appointment of an interim city manager. Ms. Moore reported that the City Council took action in Closed Session to authorize staff to proceed with negotiations with the selected candidate and, if that fell through, to a second candidate for the position of interim city manager; and to return to City Council for consideration of an employment agreement. The City Council voted unanimously in favor of the direction stated.
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L. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum)
City Manager Shasa Curl postponed her report to the September 22, 2026, meeting. She acknowledged the first responders who served the community during several recent incidents and expressed gratitude to the city's public safety leaders.

L.1 NEW EMPLOYEE REPORT
Continued to the September 22, 2026, City Council meeting.

M. OPEN FORUM FOR PUBLIC COMMENT
(public comment on items that remained on the Consent Calendar or items that were not on the agenda – were limited to 2 minutes unless otherwise specified - back and forth dialogue with the Council was prohibited)
The following individuals gave comments in person:

Zolina Zizi invited the community to the 16th Annual Richmond Powwow on September 19, 2026, at the Richmond Memorial Auditorium.

Cordell Hindler shared information regarding vacancies and employee recruitment. He advocated for the review of job classifications and competitive compensation. Mr.

Hindler suggested inviting Caitlin Sly of the Food Bank of Contra Costa and Solano County to present at a future City Council meeting.

Teiceste Habtom requested assistance transferring the business license for the market he owned at 1481 Carlson Boulevard in Richmond to a potential buyer interested in purchasing the business.

Don Gosney reported that the city declined to print neighborhood council newsletters due to legal concerns, but did not provide written guidance or identify any specific information that needed to be omitted.

Najari Smith gave comments in support of transforming the newly paved lot at the Richmond Marina into a community square, including roller skating and bicycling areas.

Jessica McDowell, Cecily Hunter, and Thomas Schleis expressed concerns regarding the potential removal of trees at Nicholl Park. The group requested that the independent arborist’s assessment be released for public review before any irreversible decision was made. Ms. McDowell directed attention to the city’s General Plan 2030 and Urban Greening Master Plan regarding eucalyptus habitat and requested a biologist evaluation and report for public review. Mr. Schleis requested a follow-up to an email sent to the city from Mark Tilley requesting access to the reports.

Irania DeLa Mora encouraged residents to attend local government meetings and to vote in the General Election on November 3, 2026. She expressed opposition to high taxes and raised concerns regarding the limited neighborhood parking in the proposed Parchester Village Master Plan.

Ben Therriault gave comments regarding the September 3, 2026, incident on Key Boulevard where Richmond Police Officer Justin Church was shot during a welfare check. He raised concerns regarding the city’s lack of an armored rescue vehicle and how residents were sheltered in their homes during rapid gunfire. Mr. Therriault stated Richmond Police had to wait for borrowed armor and urged the council to provide the tools necessary to protect the public.

Mark Wassberg gave comments regarding immigration and increased crime in Ireland, Spain, and the United States. He expressed concerns regarding government policies and urged residents to prepare for potential political unrest. 151
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Jill McLemore requested a traffic speed monitor in her neighborhood on Hoffman Boulevard. She raised concerns regarding public safety, mental health, and police response times. Ms. McLemore reported individuals with behavioral issues were prowling neighborhood yards in the early morning.

Tarnel Abbott expressed concerns regarding the proposed OpenAI robotics factory coming to Richmond, and the city’s ability to regulate it. She gave comments regarding recent reports of AI being an existential threat to humanity and urged the council to take the matter seriously.

The following individuals gave comments via teleconference:

Tania Pulido and Audrey (last name not stated) gave comments in support of an outdoor roller skating rink on the freshly paved lot near Lara's Fine Dining in the Richmond Marina area. Both highlighted the success of the Craneway roller skating events and strong community interest. They proposed a family-friendly space with opportunities for bikes, dance classes, and shoreline education on a regular basis rather than for occasional events.

Jennifer Brass gave comments regarding how residents worked to elect City Council members to uphold Richmond’s values of participatory democracy. She highlighted the community’s decades-long efforts to address impacts from the Chevron refinery and a healthier planet. Ms. Brass expressed concerns regarding large-scale data centers use of community resources and potential environmental and noise impacts.

N. CITY COUNCIL CONSENT CALENDAR
(All items placed under the Consent Calendar were considered to be routine and noncontroversial. These items were enacted upon together with a motion and second, without discussion, of any member of the City Council, and each item was deemed to have received the action recommended.)
Motion by Vice Mayor Robinson
Seconded by Councilmember Brown
To approve all items on the Consent Calendar.

Ayes (7): Councilmember Bana, Councilmember Brown, Councilmember Jimenez, Councilmember Wilson, Councilmember Zepeda, Vice Mayor Robinson, and Mayor Martinez
Passed (7 to 0)
N.1 City Attorney's Office
N.1.a Legal Services Agreement Amendment No. 2 with Liebert Cassidy Whitmore for Litigation Matters
APPROVE a second amendment to the legal services agreement with Liebert, Cassidy, Whitmore for employment litigation matters, increasing the payment limit by $250,000, for a total amount not to exceed $550,000, with a term expiration of June 30, 2027– City Attorney’s Office (Kimberly Chin 510-620-6709/Shannon Moore 510-620-6509).
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N.1.b Legal Services Agreement Amendment No. 2 with McNamara, Ambacher, Wheeler, Hirsig & Gray, LLP for Litigation Matters
APPROVE a second amendment to the legal services agreement with McNamara, Ambacher, Wheeler, Hirsig & Gray LLP for pending and future police tort litigation matters, increasing the payment limit by $250,000, for a total amount not to exceed $350,000, and extending the term through December 31, 2027 – City Attorney’s Office (Kimberly Chin 510-620-6709/Shannon Moore 510-620-6509).

N.1.c Legal Services Agreement Amendment No. 1 with Oppenheimer Investigations Group, LLP for Confidential Personnel Investigations APPROVE a first amendment to the legal services agreement with Oppenheimer Investigations Group LLP for confidential personnel investigations, increasing the payment limit by $300,000, for a total amount not to exceed $600,000, and extend the term through September 30, 2029 – City Attorney’s Office/Human Resources Department (Sharrone Taylor 510-620-6803/ Shannon Moore 510-620-6509) N.1.d Legal Services Agreement Amendment No. 1 with Chiari Law for Confidential Personnel Investigations
APPROVE a first amendment to the legal services agreement with Chiari Law, PC, to conduct confidential personnel investigations, increasing the payment limit by $40,000, for a total amount not to exceed $49,999, with a term expiration of June 30, 2027 – City Attorney’s Office/Human Resources Department (Sharrone Taylor 510-620-6803/Shannon Moore 510-620-6509).

N.2 City Clerk's Office
N.2.a Contract Amendment with Carahsoft/DocuSign for E-Signature and Contract Routing Solutions
APPROVE a contract amendment with Carahsoft/DocuSign for DocuSign electronic signature, document routing, and agreement management services, piggybacking on California Multiple Award Schedules Contract No. 3-20-70-2247G between the State of California and
Carahsoft/DocuSign, for the term of September 30, 2026, through September 29, 2027, in an amount not to exceed $24,000 - City Clerk's Office (Pamela Christian 510-620-6513).

N.2.b Meeting Minutes
APPROVE the minutes of the regular June 23, July 7, 21, 28, 2026, and special August 11 and 26, 2026, City Council meetings - City Clerk's Office (Pamela Christian 510-620-6513).

N.3 City Manager's Office
N.3.a Pre-Approved List for Group Facilitation, Staff Retreats, and Mediation Services
ADOPT a resolution to APPROVE a pre-qualified eligibility list for asneeded 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).

Adopted Resolution No. 144-26
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N.4 Community Development
N.4.a Contract with Community Housing Development Corporation of North Richmond for Environmental Remediation for Bob Dabney Plaza 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 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).

N.4.b 2025 Housing Element Annual Progress Report
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).

Adopted Resolution No. 145-26
N.5 Community Services
N.5.a Contract with Mark43, Inc. for Community Crisis Response Program Computer-Aided Dispatch Access
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).

N.5.b Contract with Treadwell LLC for Software Integration of Computer-Aided Dispatch Software and Record Management System
APPROVE a sole-source contract with Treadwell LLC to oversee the integration and maintenance of the Community Crisis Response Program’s computer-aided dispatch and records management systems, including automated data fields to improve documentation efficiency, for the term of September 15, 2026, through September 14, 2027, in an amount not to exceed $13,820 – Community Services Department (Sam Vaughn 510- 620-5404/Michael Romero 510-620-6791/Joan Binalinbing 510-620- 6531).

N.6 Economic Development
N.6.a Contract Amendment No. 2 with Renaissance Entrepreneurship Center to Administer the Amended Small Business Façade Improvement Program ADOPT a resolution amending the Small Business Façade Improvement Program Guidelines to allow limited eligible equipment-related improvements as determined by the Economic Development Department and APPROVE a second contract amendment with Renaissance Entrepreneurship Center to administer Small Business Façade Improvement Program grants for eligible permanently installed storefront equipment - Economic Development Department (Jesson de Leon 510- 412-2023/Junne Garcia 510-620-6524/Nannette Beacham 510-620-1306).

Adopted Resolution No. 146-26
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N.6.b Amendment to the West Contra Costa Integrated Waste Management Authority (WCCIWMA or RecycleMore) Joint Exercise of Powers Agreement
ADOPT a resolution approving the first amendment to the Fifth Amendment and Restatement of the West Contra Costa Integrated Waste Management Authority (WCCIWMA) Joint Exercise of Powers Agreement to change WCCIWMA’s fiscal year to January through December commencing January 1, 2027, and DIRECT the Mayor to execute the amendment to the Joint Exercise of Powers Agreement (JEPA) forming the Authority - Economic Development Department (Samantha Carr 510-620-5407/Nannette Beacham 510-621-1306).

Adopted Resolution No. 147-26
N.7 Finance Department
N.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 June 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 June 2026 – Finance Department (Emily Combs 510-620-6740).

N.7.b 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 July 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 July 2026 – Finance Department (Emily Combs 510-620-6740).

N.8 Fire Department
N.8.a Contract with TargetSolutions Learning, LLC dba Vector Solutions (“TargetSolutions”) for Fire Industry Training and Compliance Management System
APPROVE a sole-source contract with TargetSolutions Learning, LLC dba Vector Solutions for web-based fire industry training and compliance management system in an amount not to exceed $30,494, for a three-year term effective January 1, 2026, through January 1, 2029, with two oneyear extension options not to exceed an additional $12,000 per year – Fire Department (Chief Aaron Osorio 510-307-8021/Chief Rico Rincon 510- 307-8041/Den Mark Marcelo 510-307-8038).

N.8.b Legal Services Agreement with Civica Law Group, APC, for Fire Prevention and Code Enforcement Matters
APPROVE an on-call legal services agreement with Civica Law Group, APC, for services related to Fire Department fire prevention and code enforcement matters, in an amount not to exceed $45,000, with a term expiration of September 16, 2029, and two one-year extension options, each in an amount not to exceed $15,000; and AUTHORIZE the city manager, or their designee, to execute the agreement and exercise the extension options at the city manager’s discretion – Fire Department (Chief Aaron Osorio 510-307-8021/Dante J. Wiley 510-307-8090/Carolyn Conry 510-307-8044).
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N.9 Human Resources
N.9.a Side Letter with Richmond Police Officers Association Regarding Field Training Officers
ADOPT a resolution executing a Side Letter with the Richmond Police Officers Association (RPOA) regarding Field Training Officer assignments – Human Resources Department (Nickie Mastay/Sharrone Taylor 510-620-6602).

Adopted Resolution No. 148-26
N.9.b Side Letter with Richmond Police Officers Association Regarding Special Compensation Practices
ADOPT a resolution executing a Side Letter with the Richmond Police Officers Association (RPOA) regarding special compensation of the California Public Employees’ Retirement System – Human Resources Department (Nickie Mastay/Sharrone Taylor 510-620-6602).

Adopted Resolution No. 149-26
N.9.c Amendment to Position Control List
ADOPT a resolution amending staffing and position control list and allocating the necessary salary, wages, and benefits as required – Human Resources Department (Nickie Mastay/Sharrone Taylor/Emily Combs 510-620-6602).

Adopted Resolution No. 150-26
N.9.d Amendment to the Salary Schedule
ADOPT a resolution amending the salary schedule to add the salary range for the Senior Applications Analyst classification – Human Resources Department (Nickie Mastay/Sharrone Taylor 510-620-6602).

Adopted Resolution No. 151-26
N.10 Information Technology
N.10.a Purchasing Agreement with Carahsoft Technology Corp. for City Standard Software Licensing
ADOPT a resolution to APPROVE a piggyback purchasing agreement with Carahsoft Technology Corp., utilizing Cobb County, Georgia, OMNIA Partners Contract No. 23-6692-01 for Technology Products, Solutions and Related Services, to procure City standard software licenses, including enterprise licensing, in an amount not to exceed $500,000 per year, for the term of September 15, 2026, through April 30, 2028 – Information Technology Department (Sue Hartman 510-620-6874).

Adopted Resolution No. 152-26
N.11 Mayor's Office
N.11.a Appointment of Free Brown to the Macdonald Ave Corridor Taskforce APPOINT Free Brown to the Macdonald Ave Corridor Taskforce to a vacant seat with a new term ending December 31, 2026 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).
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N.11.b Appointment of Theophilus Little to the Macdonald Ave Corridor Taskforce
APPOINT Theophilus Little to the Macdonald Ave Corridor Taskforce to a vacant seat with a new term ending December 31, 2026 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503)
N.11.c Reappointment of Gay Timmons to the Planning Commission REAPPOINT Gay Timmons to the Planning Commission to a vacant seat with a new term ending June 30, 2028 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

N.11.d Reappointment of Jon Harrison to the Planning Commission REAPPOINT Jon Harrisson to the Planning Commission to a vacant seat with a new term ending June 30, 2028 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

N.11.e Appointment of TriDuc Tran as the Youth District 4 Representative to the Richmond Fund for Children and Youth Oversight Board
APPOINT TriDuc Tran to the Richmond Fund for Children and Youth Oversight Board as the youth representative for Council District 4, upon the recommendation of Councilmember Bana, for a term ending December 2, 2027 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503)
N.11.f Appointment of Jennifer Early as the Adult District 5 Representative to the Richmond Fund for Children and Youth Oversight Board
APPOINT Jennifer Early to the Richmond Fund for Children and Youth Oversight Board as the adult representative for Council District 5, upon the recommendation of Councilmember Wilson, for a term ending December 2, 2028 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503)
N.12 Police Department
N.12.a Monthly Crime Report for July 2026
RECEIVE the monthly Crime Report from the Richmond Police Department for July 2026 – Police Department (Chief Timothy Simmons 510-621-1802).

N.12.b Contract with Peregrine Technologies for Public Safety Data Integration, Analytics, and Electronic Case Filing Services
APPROVE a sole-source contract with Peregrine Technologies for a public safety data integration and analytics platform that consolidates information from Richmond Police Department data systems and supports electronic case filing with the Contra Costa County District Attorney’s Office, in an amount not to exceed $1,200,295, for the term of November 1, 2026, through October 31, 2029, with two one-year extension options – Police Department (Chief Timothy Simmons 510-621-1802/Captain Elizabeth Bashan 510-621-1819).
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N.12.c Contract with Police Strategies LLC for Use-of-Force Data Analysis and Public Reporting
APPROVE a sole-source contract with Police Strategies LLC to analyze use-of-force data and maintain the City’s public-facing use-of-force reporting dashboard, in an amount not to exceed $73,000, for the term of September 16, 2026, through September 15, 2029, with two one-year extension options in a combined amount not to exceed $30,000, for a total contract amount not to exceed $103,000 - Police Department (Chief Timothy Simmons 510-621-1802).

N.13 Public Works
N.13.a Accept the Shields-Reid Park Improvement Project as Complete ADOPT a resolution accepting the Shields-Reid Park Improvement Project as complete; AUTHORIZE the city clerk to file the Notice of Completion with the Contra Costa County Recorder’s Office; and AUTHORIZE the city engineer to release the contractor bonds and retention payment, provided there are no outstanding liens or stop notices – Public Works Department (Darcie DeLashmutt
510-672-3944/Daniel Chavarria 510-620-5478).

Adopted Resolution No. 153-26
N.13.b Preliminary Engineering Services Agreement with the Burlington Northern and Santa Fe Railway Company (“BNSF”) for the Downtown Point Richmond Bicycle and Pedestrian Connectivity Project APPROVE a Preliminary Engineering Services Agreement with Burlington Northern Santa Fe Railway (BNSF) Railway Company for a term commencing on September 16, 2026, and terminating on June 30, 2029, in an amount not to exceed $50,000 and ADOPT a resolution authorizing the city manager to execute the agreement – Public Works Department (Gail Payne 510-620-6716/Daniel Chavarria 510-620-5478).

Adopted Resolution No. 154-26
N.13.c Accept the Barrett Avenue Improvement Project Subregional Transportation Mitigation Program Grant Award
ADOPT a resolution to ACCEPT and APPROPRIATE $311,931 in Subregional Transportation Mitigation Program funds from the West Contra Costa Transportation Commission for the Barrett Avenue Improvement Project and AUTHORIZE the city manager, or designee, to execute the cooperative funding agreement with the West Contra Costa Transportation Commission – Public Works Department (Hillal Hamdan 510-621-1612).

Adopted Resolution No. 155-26
N.13.d July 2026 Abatement Report
RECEIVE a report on the July 2026 abatement activities – Public Works Department (Daniel Chavarria 510-620-5478/Darin Fitzpatrick 510-231-3044/Hugo Mendoza 510-231-3030).
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N.13.e Accept the Boorman Park Site Remediation Project as Complete ADOPT a resolution accepting the Boorman Park Site Remediation Project as complete; AUTHORIZE the city clerk to file the Notice of Completion with the Contra Costa County Recorder’s Office; and AUTHORIZE the city engineer to release the contractor bonds and retention payment, provided there are no outstanding liens, stop notices, claims, disputes, or other unresolved contract issues – Public Works Department (Darcie DeLashmutt 510-672-3944/Daniel Chavarria 510- 620-5478).

Adopted Resolution No. 156-26
N.13.f Memorandum of Understanding Amendment No. 6 with the Contra Costa Transportation Authority for the StreetLight Data Program ADOPT a resolution to AUTHORIZE the public works director/city engineer to execute the sixth amendment to the Memorandum of Understanding 80.09.02 with the Contra Costa Transportation Authority for continued participation in the regional StreetLight Data subscription program for Fiscal Year 2026–27 – Public Works Department (Gail Payne 510-620-6716/Daniel Chavarria 510-620-5478).

Adopted Resolution No. 157-26
O. BUDGET SESSION
O.1 Fiscal Year 2025-26 Quarter 4 and Quarter 3 Financial Report and Administrative Budget Adjustments
RECEIVE the Fiscal Year (FY) 2025-26 Quarter 4 (Q4) Financial Report for the period ending June 30, 2026, and the attached FY 2025-26 Quarter 3 (Q3) Financial Report for the period ending March 31, 2026; ADOPT a resolution to APPROPRIATE proposed FY 2025-26 year-end administrative budget adjustments; APPROPRIATE Environmental and Community Investment Agreement (ECIA) funds in FY 2026-27 for the Richmond Promise Program; and PROVIDE DIRECTION regarding the timing of the Limited-Term Revenue Community Engagement process and its coordination with public-safety labor negotiations and other City Council-directed plans, studies, and assessments – City Manager’s Office/Finance Department (Shasa Curl/Emily Combs/Mubeen Qader 510-412-2077).

City Manager Shasa Curl introduced the matter. Director of Finance Emily Combs, Deputy Director of Finance Mubeen Qader, and Accounting Manager Jerry Gurule presented a PowerPoint. Link to Quarter 4 Financial Report and Administrative Budget Adjustments
The following individuals gave comments in person: Cordell Hindler, Claudia Citroen, Stephanie Zhang, Megan Zapanta, Tom Viengvilai, Najari Smith, and Erika Siao. Leisa Johnson and Rei Scampavia gave comments via teleconference.

Discussion ensued. The council requested and/or suggested the following:
community engagement regarding the Chevron settlement funds and capital improvement project prioritization for the community to make decisions; past five years budget projections including Measure U (business license tax); surplus funds amount that the council allocated in the year 2015; simple chart that shows what the projected ('middle-of-road') amount for each of the budget years starting from fiscal year 2023-2024, including the projected deficit or surplus, actuals, and the amount of surplus funds that were allocated at some point of the year towards additional projects; and more details regarding the higher revene and expenditure 159
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variances listed on the presentation slides #28 and #32, including the calculations used to determine the original budget, revised budget, and actual year ends. 1ST MOTION by Councilmember Zepeda
Seconded by Councilmember Bana
To receive the Fiscal Year (FY) 2025-26 Quarter 4 (Q4) Financial Report for the period ending June 30, 2026, and the attached FY 2025-26 Quarter 3 (Q3) Financial Report for the period ending March 31, 2026.

Ayes (6): Councilmember Bana, Councilmember Brown, Councilmember Jimenez, Councilmember Wilson, Councilmember Zepeda, and Mayor Martinez.

Abstained (1): Vice Mayor Robinson.
1st Motion Passed (6 to 1)
Further discussion ensued.
2ND MOTION by Councilmember Bana
Seconded by Councilmember Brown
To appropriate Environmental and Community Investment Agreement (ECIA) funds in FY 2026-27 for the Richmond Promise Program.

Ayes (7): Councilmember Bana, Councilmember Brown, Councilmember Jimenez, Councilmember Wilson, Councilmember Zepeda, Vice Mayor Robinson, and Mayor Martinez.
2nd Motion Passed (7 to 0)
3RD MOTION by Councilmember Zepeda
Seconded by Councilmember Bana
To adopt a resolution to appropriate proposed FY 2025-26 year-end administrative budget adjustments.

Ayes (6): Councilmember Bana, Councilmember Brown, Councilmember Jimenez, Councilmember Wilson, Councilmember Zepeda, and Mayor Martinez.

Abstained (1): Vice Mayor Robinson.
3rd Motion Passed (6 to 1)
Adopted Resolution No. 158-26
Further discussion ensued. The council requested and/or suggested the following:
staff to find a way to balance the structural budget in anticipation of the deficit shown that would reduce expenses in response to the estimated increase that was not dependent upon short-term funds; develop a process to prioritize expenses, including all spending together with all council projects; consider an "Option D" to come back with a way to balance the 2026-2027 budget using expense reduction and not short-term funds; set a near-term goal prioritizing all projects to determine how many projects can be completed at one time and create the budget from that realistic capacity; community engagement process where experts help with investment decisions; and work on balancing the next fiscal year budget without one-time resources.
4TH MOTION by Councilmember Jimenez
Seconded by Vice Mayor Robinson
To approve Option C: Proceed with the Limited-Term Revenue Community Engagement process concurrently with public-safety labor negotiations and the other City Council-directed plans, studies, and assessments. 160
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A friendly amendment was made by Vice Mayor Robinson to approve Option C:

Proceed with the Limited-Term Revenue Community Engagement process concurrently with public-safety labor negotiations and prioritize the existing list of City Council-directed plans, studies, and assessments; and create a short list that can be done within the fiscal year, with the remaining on a list for future fiscal years based on staff capacity. Secondly, direct staff to come back with a list of budget reductions across the organization that could make the budget structurally balanced, approximately $8 million in reductions across the organization, so there would be no need to dip into short-term revenue to cover the projected budget deficit.

The motion maker requested an analysis of how all the projections had been calculated before making any decisions on cuts and accepted the friendly amendment with the following revision: Approve Option C: Proceed with the Limited-Term Revenue Community Engagement process concurrently with public-safety labor negotiations and prioritize the existing list of City Councildirected plans, studies, and assessments; and create a short list that can be done within the fiscal year, with the remaining on a list for future fiscal years based on staff capacity. Secondly, direct staff to come back with a list of budget reductions across the organization that could make the budget structurally balanced, approximately $8 million in reductions across the organization, so there would be no need to dip into short-term revenue to cover the projected budget deficit.

Substitute Motion by Mayor Martinez
Seconded by Councilmember Zepeda
To provide direction regarding the timing of the entire city budget as a community engagement process and its coordination with public safety labor negotiations and other City Council-directed plans, studies, and assessments.

A friendly amendment to the substitute motion made by Councilmember Brown to pause the City Council-directed plans (not in process) and bring those items back to the council with a prioritization list was accepted.

Mayor Martinez restated the Substitute Motion: "To provide direction regarding the timing of community engagement concerning the city budget in total with the friendly amendment given by Councilmember Brown which is to pause on council-directed issues which have not been started".

Ayes (3): Councilmember Brown, Councilmember Zepeda, and Mayor Martinez.

Noes (4): Councilmember Bana, Councilmember Jimenez, Councilmember Wilson, and Vice Mayor Robinson.

Substitute Motion Failed (3 to 4)
Original 4th Motion made by Councilmember Jimenez, seconded by Vice Mayor Robinson, to approve Option C with the friendly amendment made by Vice Mayor Robinson to only include the prioritization of the council projects.

Ayes (4): Councilmember Brown, Councilmember Jimenez, Councilmember Wilson, and Vice Mayor Robinson.

Noes (1): Mayor Martinez.

Abstained (2): Councilmember Bana and Councilmember Zepeda.

Original 4th Motion Passed (4 to 3)
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(At approximately 9:57 p.m. - a motion made by Councilmember Jimenez, seconded by Councilmember Bana, to extend the meeting to 11:00 p.m. to complete Item P.1, Urgency Ordinance Imposing a 45-Day Moratorium on New Data Centers, passed by the following vote: Ayes: Councilmembers Bana, Brown, Jimenez, Zepeda, Vice Mayor Robinson, and Mayor Martinez. Noes: None. Absent: Councilmember Wilson. Abstained: None). (At approximately 9:58 p.m. - a motion made by Councilmember Bana, seconded by Councilmember Brown, to reduce the public comment time limit for Item P.1 to one minute, passed by the unanimous vote of the City Council).

P. PUBLIC HEARINGS
City Clerk Pamela Christian announced that it was time, pursuant to public notice, to hold a public hearing.

P.1 Urgency Ordinance Imposing a 45-Day Moratorium on New Data Centers ADOPT an Urgency Ordinance establishing a 45-day temporary moratorium on the establishment of new data centers within the City of Richmond pending a public planning process to evaluate whether and under what regulations data centers may be permitted utilizing Government Code Section 65858(b) – City Manager’s Office/Community Development Department/City Attorney’s Office (Lina Velasco 510-620-6841).

Director of Community Development Lina Velasco introduced the matter. Ms.

Velasco and Planning Manager Avery Stark presented a PowerPoint. Link to Data Center Moratorium
Mayor Martinez declared the public hearing opened. The following individuals gave comments in person: Lauren Arnest, Laura Navarro, Liz, Lisette Castillo, Evelyn Hernandez, Miguel Diaz, Natalie Rivera, Ana Romero, Quanah Parker Brightman, Elsa Stevens, Mark Wassberg, Sheelah Bearfoot, Meya Saenz Zagar, Roger Lin, Chris Taaffe, Isabel Penman, Emi Yoko-Young, Irania De La Mora, Laura Navarro, Sarah Griffin, Erika Siao, Ruben Sahmeran, Shayna Keyles, Sonali Malik, Tarnel Abbott, Wilder Zeiser, Kaylin Fisher, Kate, and Kyara Billups. The following individuals gave comments via teleconference: Jennifer Brass, Leisa Johnson, Carson Conner, and Sara Theiss. Mayor Martinez closed the public hearing.

A motion was made by Councilmember Jimenez, seconded by Councilmember Wilson, to approve the urgency ordinance and moratorium.

Discussion ensued. A motion by Councilmember Wilson to end debate died for the lack of a second. Further discussion ensued.

Motion by Mayor Martinez
Seconded by Councilmember Wilson
To end debate.

Ayes (5): Councilmember Bana, Councilmember Jimenez, Councilmember Wilson, Vice Mayor Robinson, and Mayor Martinez.

Noes (2): Councilmember Brown and Councilmember Zepeda.

Passed (5 to 2)
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Motion by Councilmember Jimenez
Seconded by Councilmember Wilson
To adopt said urgency ordinance.

Ayes (6): Councilmember Bana, Councilmember Jimenez, Councilmember Wilson, Councilmember Zepeda, Vice Mayor Robinson, and Mayor Martinez Abstentions (1): Councilmember Brown
Passed (6 to 0)
Adopted Urgency Ordinance No. 13-26 N.S.

Q. NEW BUSINESS
Q.1 Contract Amendment with Axon Enterprise and Contract with Assure MSP, Inc. for Law Enforcement and City Facility Video Technology, Surveillance, and Support Services
APPROVE a contract amendment with Axon Enterprise to continue servicing body-worn cameras, taser devices, interview room equipment, and virtual reality training equipment, and to add license plate reader and surveillance equipment, increasing the contract amount by $3,500,000, for a total amount not to exceed $12,000,000, for the term of October 1, 2026, through September 30, 2029, with two one-year extension options through September 30, 2031; APPROVE a contract with Assure MSP, Inc. for Verkada closed-circuit television camera equipment and related services at various City facilities, in an amount not to exceed $500,000, for the term of October 1, 2026, through September 30, 2029; AUTHORIZE the City Attorney’s Office to negotiate and finalize the contracts; and AUTHORIZE the city manager, or their designee, to execute the contracts – Police Department (Chief Timothy Simmons 510-621-1802).

Continued to the September 15, 2026, City Council meeting.

Q.2 Update on Polluters Pay Settlement Funds’ Community Engagement Process DIRECT the city manager and/or city attorney to provide an update at the City Council meeting on September 22, 2026, on the settlement funds public consultation process, including the consultant proposal, the public consultation plan, the timeline and the current state of the funds, and DIRECT city manager and/or the city attorney to continue to provide monthly updates for upcoming city council meetings on the status of the consultant process and funds until the contract deliverables have been met - Councilmember Claudia Jimenez (510-620- 6565)/Vice Mayor Doria Robinson (510-620-6568).

Continued to the September 15, 2026, City Council meeting.

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 10:59 p.m., to meet again on September 22, 2026, at 10:59 p.m.

Pamela Christian, Clerk of the City of
Richmond
Eduardo Martinez, Mayor
163

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October 20, 2026
Community Development
DATE: October 20, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Lina Velasco, Director of Community Development
Jarod K. Suzuki, Financial Advisor, California Municipal Finance Authority
Subject: Bond Financing for Metrowalk at Richmond Station Affordable Housing Project
FINANCIAL IMPACT: The proposed Bonds to be issued by the California Municipal Finance Authority (CMFA) for the Project will be the sole responsibility of Richmond Metrowalk
Associates, a California Limited Partnership (the
“Borrower”), and the City will have no financial, legal, moral obligation, liability or responsibility for the Project or the repayment of the Bonds. All financing documents
with respect to the issuance of the Bonds will contain
clear disclaimers that the Bonds are not obligations of the City or the State of California but are to be paid for solely from funds provided by the Borrower.

Through its conduit issuance activities, the CMFA shares a portion of the issuance fees it receives with its member communities. With respect to the City of Richmond, it is expected that a portion of the issuance fee attributable to the City will be granted by the CMFA to the City’s
General Fund and may be used for any lawful City
purpose.

PREVIOUS COUNCIL
ACTION:

October 3, 2023
AGENDA
REPORT
164

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October 20, 2026

STATEMENT OF THE
ISSUE:

The California Municipal Finance Authority (“CMFA”)
requests that the City Council consider adopting a
resolution approving the issuance of Tax Equity and
Fiscal Responsibility Act (“TEFRA”) revenue bonds, in an aggregate principal amount not to exceed $55,000,000,
for the benefit of Richmond Metrowalk Associates, a
California Limited Partnership (the “Borrower”). The
Bonds would finance or refinance the acquisition,
construction, improvement and equipping of a 150-unit
affordable multifamily rental housing project, located at Nevin Avenue and 19th Street, Richmond, California
(“Metrowalk at Richmond Station Project” or the
“Project”).

RECOMMENDED ACTION: ADOPT a resolution approving the issuance of the Bonds by the California Municipal Finance Authority (“CMFA”)
for the sole purpose of satisfying Tax Equity and Fiscal Responsibility Act requirements for the benefit of
Richmond Metrowalk Associates, a California Limited
Partnership (the “Borrower”) to provide financing for the acquisition, construction, improvement and equipping of the Metrowalk at Richmond Station Project, a 150-unit
affordable housing development - Community
Development (Lina Velasco 510-620-6841).

DISCUSSION:

Richmond Metrowalk Associates, a California Limited Partnership (the “Borrower”), has requested that the California Municipal Finance Authority (“CMFA”) serve as the municipal issuer of tax-exempt revenue bonds in an aggregate principal amount not to exceed $55,000,000 (the “Bonds”). The proceeds of the Bonds will be used to finance or refinance the acquisition, construction, improvement and equipping of a multifamily rental housing project located at Nevin Avenue & 19th Street, Richmond, California (the “Metrowalk at Richmond Station Project” or “Project”).

California Municipal Finance Authority (CMFA)
The CMFA was created on January 1, 2004, pursuant to a joint exercise of powers agreement to promote economic, cultural and community development through the financing of economic development and charitable activities throughout California. To date, over 350 municipalities, including the City of Richmond, have become members of CMFA.

The CMFA was formed to assist local governments, non-profit organizations and businesses with the issuance of taxable and tax-exempt bonds aimed at improving the standard of living in California. The CMFA’s representatives and its Board of Directors have considerable experience in bond financing.
165

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October 20, 2026
Project to be Financed
The Borrower requested that the CMFA serve as the municipal issuer of the Bonds in an aggregate principal amount not to exceed $55,000,000. The proceeds of the Bonds will be used to finance or refinance the acquisition, construction, improvement and equipping of the Metrowalk at Richmond Station Project at Nevin Avenue and 19th Street in Richmond.

The Project is also the subject of a Disposition and Development Agreement (DDA) between the City of Richmond, Bay Area Rapid Transit (BART), Pacific West Communities, and the Successor Agency to the Richmond Community Redevelopment Agency, in which the City and Richmond Metrowalk associates will enter into a longterm ground lease of the Project site for the Project.

Project Summary
The Project is a proposed 150-unit multifamily rental housing development located at the southwest corner of Nevin Avenue and 19th Street. The Borrower is Richmond Metrowalk Associates, a California Limited Partnership. The Project site is approximately 1.79 acres of land identified as APN 514-050-010-8.

Metrowalk at Richmond Station will provide affordable housing for individuals and families earning up to 60 percent (%) of the area median income for Contra Costa County, with an average affordability of under 50 percent area median income (AMI).

The building will be five stories over a one-level podium parking structure and includes a mix of 22 studio units (approximately 411 square feet), 10 one-bedroom units (approximately 554 square feet), 69 two-bedroom units (approximately 777 and 796 square feet), and 49 three-bedroom units (approximately 1,076 square feet). The community will be developed in one phase. The anticipated construction phase will be approximately twenty-four (24) months and could begin before the end of the year.

The Bonds are proposed to support the acquisition, construction, improvement and equipping of the Project. Aside from the proposed tax-exempt bond financing, the project includes grants funds from the Strategic Growth Council (Affordable Housing and Sustainable Communities grant program), the California Department of Housing and Community Development (HCD) (Infill Infrastructure Grant (IIG) Program) and the Successor Agency to the Richmond Community Redevelopment Agency.

Affordable Housing and Regulatory Requirements
The financing is intended to support a multifamily rental housing project and the City’s broader affordable housing objectives. All units, except the manager’s unit, will be for individuals and families earning up to 60 percent of the AMI for Contra Costa County, with an average affordability of under 50 percent AMI. The regulatory agreement will be for a minimum term of 55 years.
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October 20, 2026
Fiscal Considerations
The Bonds will be the sole responsibility of the Borrower, and the City will have no financial, legal, moral obligation, liability or responsibility for the Project or repayment of the Bonds. All financing documents will state that the Bonds are not obligations of the City or the State of California and are payable solely from funds provided by the Borrower.

The Board of Directors of the California Foundation for Stronger Communities, a California non-profit public benefit corporation (the “Foundation”), acts as the Board of Directors for the CMFA. Through its conduit issuance activities, the CMFA shares a portion of the issuance fees it receives with its member communities and donates a portion of these issuance fees to the Foundation for the support of local charities. With respect to Richmond, it is expected that a portion of the issuance fee attributable to the City will be granted to the City’s General Fund for any lawful purpose.

Tax Equity and Fiscal Responsibility Act (TEFRA) Hearing As required by the Tax Equity and Fiscal Responsibility Act of 1982, as set forth in Section 147(f) of the Internal Revenue Code of 1986, in order for all or a portion of the Bonds to qualify as tax-exempt bonds, the City must conduct a public hearing (the “TEFRA Hearing”) providing members of the community an opportunity to speak in favor of or against the use of tax-exempt bonds for the financing of the Project. Prior to the TEFRA Hearing, reasonable notice must be provided to the community.

The TEFRA hearing was held on September 18, 2026, via telephone using a toll-free number. Notice was published in the East Bay Times on September 10, 2026. No comments were received during the hearing.

Following the close of the TEFRA hearing, the City Council must adopt a Resolution approving the issuance of the bonds by the CMFA, which is the requested action this evening.

SYNERGISTIC POLICIES:

Housing Element Program 1.K: Housing for Extremely Low-Income Households encourages the City to undertake efforts to assist in the acquisition or development of properties for housing affordable to low-income households, including actively assisting and supporting developers with funding applications and facilitating site acquisition and project construction through strategies such as issuance of tax-exempt bonds or other financing mechanisms.

In addition, the bond financing will provide the necessary financing to complete the Subarea 1 project that is the subject of the above-mentioned DDA. 167

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October 20, 2026
CONCLUSION:

In order to support the financing of multifamily rental housing in Richmond and satisfy the federal requirements applicable to the proposed tax-exempt financing, City staff recommend that the City Council adopt a resolution approving the issuance of Bonds by the CMFA for the Project.

DOCUMENTS ATTACHED:

Attachment 1 - Resolution
168
RESOLUTION NO._______________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND

APPROVING THE ISSUANCE OF THE CALIFORNIA MUNICIPAL FINANCE

AUTHORITY EXEMPT FACILITY BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $55,000,000 FOR THE PURPOSE OF FINANCING OR

REFINANCING THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND

EQUIPPING OF METROWALK AT RICHMOND STATION AND CERTAIN OTHER

MATTERS RELATING THERETO
WHEREAS, Richmond Metrowalk Associates, a California Limited Partnership (the “Borrower”) a partnership of which Pacific West Communities, Inc. (the “Developer”) or a related person to the Developer is the general partner, has requested that the California Municipal Finance Authority (the “Authority”) adopt a plan of financing providing for the issuance of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 (the “Code”) in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $55,000,000 in aggregate principal amount (the “Bonds”), to finance or refinance the acquisition, construction, improvement and equipping of a multifamily rental housing project located at Nevin Avenue & 19th Street, Richmond, California (the “Project”); and WHEREAS, pursuant to Section 147(f) of the Code, the issuance of the Bonds by the Authority must be approved by the City of Richmond (the “City”) because the Project is located within the territorial limits of the City; and
WHEREAS, the City Council of the City (the “City Council”) is the elected legislative body of the City and is one of the “applicable elected representatives” required to approve the issuance of the Bonds under Section 147(f) of the Code; and WHEREAS, the Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the “Agreement”), among certain local agencies, including the City; and
WHEREAS, pursuant to Section 147(f) of the Code, following notice duly given, representatives of the Authority conducted a public hearing on September 18, 2026, on behalf of the City Council, regarding the issuance of the Bonds in compliance with the requirements of Section 147(f) of the Code and provided minutes of the hearing; and WHEREAS, the City Council now desires to approve the issuance of the Bonds by the Authority;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Richmond as follows:

Section 1. The foregoing resolutions are true and correct. 169
Section 2. The City Council hereby approves the issuance of the Bonds by the Authority.

It is the purpose and intent of the City Council that this resolution constitute approval of the issuance of the Bonds by the Authority, for the purposes of (a) Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with said Section 147(f) and (b) Section 4 of the Agreement.

Section 3. The issuance of the Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds.

Section 4. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct the Project or any refinancing of the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, construction, rehabilitation, installation or operation of the Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein.

Section 5. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby.

Section 6. This resolution shall take effect immediately upon its adoption. -----------------------------------
I hereby certify that the foregoing Resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held October 20, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTENTION:
______________________________
Clerk of the City of Richmond
(SEAL)
Approved:
170
_________________________
Mayor
Approved as to form:
_________________________
City Attorney
171

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October 20, 2026
Library and Community Services
DATE: October 20, 2026
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Deputy City Manager – Community
Services
Kate Eppler, Deputy Director of Community Services –
Library
Christopher Larsen, Library Services Manager
SUBJECT: Contract with BiblioCommons Corporation for BiblioCore Library Catalog Enhancement
FINANCIAL IMPACT: The proposed contract expenditure of $76,500 is included within the Library’s approved annual operating budget. Funding for subsequent contract years will be
budgeted in the applicable fiscal years, subject to City Council approval of the annual budget. (Account No.
01242855-400209).

PREVIOUS COUNCIL
ACTION:

June 6, 2023

STATEMENT OF THE
ISSUE:

The Richmond Public Library uses BiblioCore as its
primary public-facing online catalog discovery platform, providing patrons with enhanced search and access to
physical and digital library collections. To continue
providing this service, the Library is requesting City
Council approval of a sole source contract with
BiblioCommons Corporation for BiblioCore online catalog discovery services.

RECOMMENDED ACTION: APPROVE a sole-source contract with BiblioCommons Corporation to provide BiblioCore online catalog
discovery services, including enhanced search and
integration of physical and digital library collections, for a three-year term in an amount not to exceed $76,500, with two one-year extension options in an amount not to
exceed $25,500 per extension year – Community
AGENDA
REPORT
172

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October 20, 2026
Services Department (Christopher Larsen 510-620-
5542/Kate Eppler 510-620-5452).

DISCUSSION:

BiblioCommons Corporation is the developer, owner, and sole provider of BiblioCore, an online library catalog discovery platform designed to improve how patrons search for and access library materials. Because BiblioCommons owns and maintains the proprietary BiblioCore platform, the service is not available from another vendor. The proposed contract is therefore being processed as a sole source procurement.

BiblioCore operates as an enhanced interface over the Richmond Public Library’s underlying catalog system, allowing users to search across physical materials, e-books, audiobooks, streaming resources, and other digital collections through a single, patronfriendly platform.

The Richmond Public Library maintains an online public access catalog as a core component of library service. While the underlying catalog provides access to the Library’s collection records, BiblioCore enhances that experience by making resources easier to find, browse, evaluate, and request. The platform integrates the Library’s physical and digital holdings and provides features such as natural-language searching, personalized recommendations, curated staff and community lists, award and bestseller lists, and a “While You Wait” feature that suggests alternative titles when requested materials are unavailable.

The Library first implemented BiblioCore in August 2023, and the platform has since become the primary public-facing discovery interface through which patrons interact with the Library’s collection online. The proposed contract will allow the Library to continue providing this enhanced catalog experience and maintain access to the search, discovery, and recommendation features patrons currently use.

Without continued access to BiblioCore, the Library would lose the enhanced discovery layer and related functionality associated with the platform. Patrons would instead rely on the underlying catalog interface, resulting in a less integrated search experience and reduced access to features that support discovery, recommendations, and navigation across the Library’s physical and digital collections. Discontinuation would also require staff to revise public-facing catalog links, instructional materials, and patron guidance and could create confusion for users accustomed to the current system.

Approval of the proposed sole source contract will maintain continuity of this established service, preserve the Library’s existing investment in the platform, and support convenient and equitable access to the Library’s collections.

DOCUMENTS ATTACHED:

Attachment 1 – Contract
Attachment 2 – Bibliocommons multi-year quote
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October 20, 2026
Attachment 3 – IT Authorization
Attachment 4 – Sole Source
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LIBRARY SUBSCRIPTION MASTER

AGREEMENT
THIS LIBRARY SUBSCRIPTION AGREEMENT (this
“Agreement”) is made this ___ day of June, 2026
(“Effective Date”) between BiblioCommons Corp., a
corporation constituted under the laws of the Province of Ontario, Canada (“BiblioCommons”) and the Richmond
Public Library, a municipal public library created under the laws of the City of Richmond (“Subscriber”)
(Individually, a “Party” and collectively, the “Parties”).

The terms and conditions of this Agreement shall govern the Service(s) (as defined below) to be provided by
BiblioCommons under any Order Form (as defined
below) executed by the Parties, as though the provisions of this Agreement were set forth in their entirety within such Order Form.

NOW THEREFORE in consideration of the mutual
promises and covenants herein, and other good and
valuable consideration, the sufficiency of which is
acknowledged by the Parties, the Parties agree as follows:

1. DEFINITIONS AND PRINCIPLES OF

INTERPRETATION

1.1 Definitions.

Whenever used in this Agreement, the following words
and terms shall have the meanings set out below:
(a) “Agreement” has the meaning ascribed to it in the
introductory paragraph;
(b) “Authorized Patron” means a person who has a
numbered library account with Subscriber and is
authorized by Subscriber to use the Service;
(c) “BiblioCommons” has the meaning ascribed to it
in the introductory paragraph;
(d) “Breaching Party” has the meaning ascribed to it
in Section7.1(b) hereof;
(e) “Business Day” means a day, other than a Saturday
or a Sunday or statutory holiday in the jurisdiction of either Party;
(f) “BiblioWeb Service” has the meaning set out in the
applicable Order Form;
(g) “Confidential Information” means any
information disclosed by a Party to the other Party
pursuant to this Agreement in a context which would
cause a reasonable person to believe the information is intended to be treated as confidential, including but not limited to, documents expressly designated as
confidential, any information related to BiblioCommons
proprietary services and software including the Service, Secure Personal Information, and information related to Subscriber’s processes, products, employees, facilities, equipment, security systems, information systems,
finances, marketing plans, suppliers, or distributors;
provided, however that “Confidential Information” shall not include information that: (i) is now available or
becomes available to the public without breach of this
Agreement; (ii) is explicitly approved for release by
written authorization of the Disclosing Party; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is disclosed to a third party by the Disclosing Party without a duty of confidentiality; (v) is known to the Receiving Party prior to disclosure; (vi) is at any time developed by the Receiving Party
independently of any such disclosure(s) from the
Disclosing Party; or (vii) must be disclosed as required by law;
(h) “Core” or “Core Service” has the meaning set out
in the applicable Order Form;
(i) “Disclosing Party” has the meaning ascribed to it
in Section 5.1 hereof; to
(j) “Designated Person” is the person designated by
the Subscriber to receive all notices, consent and other communication. See Sections 9.12, 9.13 and 9.14;
(k) “Effective Date” has the meaning ascribed to it in
the introductory paragraph;
(l) “Fees” means the fees for the Services set out in the applicable Order Form, as adjusted for Renewal Terms
from time to time as set out in Section 3.1(b);
(m) “Force Majeure Event” has the meaning ascribed
to it in Section 9.4;
(n) “ILS” means the Subscriber’s Integrated Library
System, used for library circulation, cataloging and other services;
(o) “Initial Term” has the meaning ascribed to it in
Section 2.2 hereof;
(p) “Intellectual Property Right” means any
intellectual property right recognized by law, including any intellectual property right protected through
legislation (such as that governing patents, copyright or trademarks) or arising from protection of information as a trade secret, confidential information or common law
trademark right;
(q) “Order Form” has the meaning ascribed to it in
Section 3.1(a) hereof;
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(r) “Parting” has the meaning ascribed to it in Section

7.2 hereof;
(s) “Party” or “Parties” has the meaning ascribed to
it in the introductory paragraph.
(t) “Privacy Statement” means the statement of
BiblioCommons’ privacy practices that shall govern
BiblioCommons’ collection, use and disclosure of
Personal Information of Authorized Patrons which, as of the Effective Date, is attached as Schedule “E”, and which may be amended by BiblioCommons from time to time;
(u) “Receiving Party” has the meaning ascribed to it
in Section 5.1 hereof;
(v) “Renewal Term” has the meaning ascribed to it in
Section 2.2 hereof;
(w) “Secure Personal Information” means personally
identifiable information that is provided by a User in the registration process or personal account settings on the Service, or is transferred to the Service from the ILS; notwithstanding the foregoing “Secure Personal
Information” shall not include Shared Content or
information an individual has chosen to transmit or share through a feedback service provided on the Service, webforms on the BiblioWeb service (if any) or an entry in any context which is, by design, publically viewable;
(x) “Shared Content” has the meaning ascribed to it
in the Privacy Statement;
(y) “Service” means a range of services purchased as
set out in the applicable Order Form;
(z) “Subscriber” has the meaning ascribed to it in the
introductory paragraph;
(aa) “Technical Requirements” has the meaning
ascribed to it in Section 3.2 hereof;
(bb) “Term” means the duration of the Initial Term and
any Renewal Term;
(cc) “Terms of Use” means the terms of use that govern
the use by Authorized Patrons of the Service which, as of the Effective Date, is attached hereto as Schedule “F”, and which may be amended by BiblioCommons from time to
time;
(dd) “User” means an Authorized Patron who has
registered with BiblioCommons to use the Service.

1.2 Schedules.

This Agreement contains the following schedules, each of which are attached and incorporated into this Agreement:

Schedule “A” – Template Order Form
Schedule “B” – Support Services
Schedule “C” – Service Levels
Schedule “D” – Technical Requirements
Schedule “E” – Privacy Statement
Schedule “F” – Terms of Use
Schedule “G” – Additional Fees

1.3 Calculation of Time.

When calculating the period of time within which or
following which any act is to be done or step taken
pursuant to this Agreement, the date which is the
reference day in calculating such period shall be excluded.

Any payment or action to be made or taken on a day other than a Business Day in either jurisdiction shall be made or taken on the immediately following day that is a
Business Day in the jurisdictions of both Parties.

2. BIBLIOCOMMONS OBLIGATIONS

2.1 Delivery of Service.

During the Term, BiblioCommons shall make the Service
available via the Internet to Authorized Patrons and grant to Subscriber a non-exclusive and non-transferable right to use the Service. Authorized Patrons are subject to and may be required to agree to the Terms of Use and Privacy Statement.

2.2 Term.

Unless terminated earlier as provided herein, this
Agreement is for a period of three (3) years from the
Effective Date (the “Initial Term”). In the event an Order Form contains Services that are being added to an existing subscription, such added Services shall be coterminous
with the Initial Term or applicable Renewal Term and
shall be billed from the applicable Order Form Effective Date according to the Fees corresponding to such Order
Form. At the mutual option of the Parties, this Agreement and the related Schedules and Order Forms may be
extended beyond the Initial Term for up to two (2)
additional one (1) year periods (each a “Renewal Term”).

Any Renewal Term shall be subject to the mutual written agreement of the Parties. BiblioCommons will provide
Subscriber with notice of the applicable Renewal Term
pricing at least ninety (90) days prior to the expiration of the then-current Term. If either Party does not wish to renew this Agreement, it will provide written notice to the other Party at least sixty (60) days prior to the expiration of the then-current Term.
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2.3 Changes to the Service.

BiblioCommons may, from time to time and at any time,
in its sole discretion, introduce upgrades and updates to the Services that are consistent with the service
description set out in the applicable Order Form at no
additional charge.

2.4 Maintaining Community Standards.

The Service allows Users to flag user-generated content they feel does not conform to the Terms of Use. When
content is flagged three times, or as many times as may be determined by BiblioCommons in its sole discretion,
BiblioCommons will:
• Remove flagged content from public view; and
• Notify the User who contributed the content, and
provide directions for appealing the removal.

Any appeals will be compiled and at least once each
month BiblioCommons will review any appeals to assess
whether the removed content conforms with the Terms of
Use in effect at the time of removal.

2.5 Support.

BiblioCommons will use commercially reasonable efforts
to support the Services in accordance with the service
levels and remedies outlined in Schedule “B” Support
Services.

2.6 Service Level.

BiblioCommons will use commercially reasonable efforts
to provide the Core Service in accordance with the service levels and remedies outlined in Schedule “C” Service
Levels. Notwithstanding anything herein to the contrary:
• BiblioCommons may interrupt the Service for
security purposes;
• The Service is dependent on the Internet and
availability and performance may be impacted by the
availability and performance of the Internet.

2.7 Indemnity.

BiblioCommons shall indemnify, hold harmless and
defend Subscriber from and against all third party
claims, demands, losses, damages, costs and expenses
(including reasonable attorneys’ fees) (“Claims”) made
against or incurred, suffered or sustained by the
Subscriber, in connection with, or relating to, or arising out of any allegation or claim that the Service itself
violates or infringes any third party intellectual property rights except to the extent such Claim is related to the acts or omissions of the Subscriber, its Authorized
Patrons or any of its respective agents or contractors; provided that, BiblioCommons is provided with (i)
prompt written notice of any third party claim; (ii) all necessary assistance, information and authority
necessary for BiblioCommons to defend a third party
claim and perform its obligations under this Section; and (iii) sole control of the defense of such claim and all associated negotiations.

3. SUBSCRIBER OBLIGATIONS

3.1 Order Forms, Fees and Payment.
(a) Order Form.

Subscriber shall order a Service by completing and
signing an order form, a template of which is set out in Schedule “A” attached hereto (each, an “Order Form”).

Each accepted, fully executed Order Form shall become
incorporated herein by reference as successive Exhibits (e.g. Exhibit A-1, Exhibit A-2 etc.).

In the event that Subscriber’s business practices require a purchase order number be issued prior to payment of any BiblioCommons invoices pursuant to the applicable
Order Form, then such purchase order number must be
provided to BiblioCommons prior to the activation of the Service. Subscriber’s execution and return of the
applicable Order Form to BiblioCommons without
designating a purchase order number shall be deemed an
acknowledgement that no purchase order number is
required for payment of the invoices hereunder.

Additionally, terms, provisions or conditions on any
purchase order, acknowledgment, or other business form
or writing that Subscriber may use in connection with the provision of Service(s) from BiblioCommons will have
no force and effect on the rights, duties or obligations of the Parties, regardless of any failure of BiblioCommons to object to such terms, provisions or conditions.
(b) Fees.

All Fees are exclusive of amounts payable as tax or any other registration or operating fee that may be levied
against BiblioCommons by national, state or local
authorities in whose jurisdiction Subscriber operates and that pertain to the provision of the Service during the Term. Such amounts will be payable by Subscriber. Fees
are based on Services purchased, not actual usage.

Payment obligations are non-cancelable and Fees paid
are non-refundable. The price actually charged for a
specific Service will be the price in effect at the time the Service is requested. On the anniversary date of an Order 177
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Form, BiblioCommons reserves the right to increase the
Fees for the Services upon notice to the Subscriber.

BiblioCommons reserves the right to modify its Fees,
charges and/or to introduce new charges at any time,
upon at least ninety (90) days prior notice to Subscriber, effective upon the next Renewal Term.
(c) Payment Terms.

Payments shall be due 30 days from receipt of an invoice by the Subscriber from BiblioCommons. Payments not
received when due will accrue interest at the lower of (i) one percent (1%) per month, or (ii) the highest rate
allowed by applicable law. BiblioCommons or its agent
shall have the right to recover all collection costs from the Subscriber. Without limiting its other remedies, if
Subscriber is late in its payments at any time,
BiblioCommons or its agent may request reasonable
assurances or deposits to secure Subscriber’s payment
obligations hereunder.
(d) Non Payment.

In the event that full payment is not made by the
Subscriber within 60 days of the date of receipt of an
invoice by the Subscriber, BiblioCommons or its agent
may send to the Subscriber a written requirement for
payment and if payment is not received within thirty days of the date of receipt of that notice by the Subscriber, BiblioCommons may terminate this Agreement as set out
below in Section 7 (Termination). However, this right
may be waived upon mutual written confirmation
between BiblioCommons and the Subscriber of their
intent to continue service delivery in spite of payment delays.

3.2 Technical Requirements.

Subscriber ILS and bibliographic and patron data shall
meet minimum standards attached and incorporated as
Schedule “D” (the “Technical Requirements”).

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership of Intellectual Property Rights.

As between BiblioCommons and Subscriber, all rights,
title and interest, including all Intellectual Property Rights, related to the Service and related software and documentation, including without limitation, any and all upgrades, updates, improvements, fixes, additions,
enhancements, modifications and derivative works
thereto, shall remain with BiblioCommons. Nothing in
this Agreement shall grant to either Party any ownership or other Intellectual Property Rights of the other Party other than as expressly set out in this Agreement. Nothing in this Agreement shall grant to either Party any
ownership or any Intellectual Property Rights to content generated by Users in connection with their use of the
Service.

4.2 Control of Trade-marks.

Subscriber acknowledges that “BiblioCommons” is a
trade-mark of BiblioCommons and shall not be used by
Subscriber except as expressly provided in this
Agreement and otherwise only with the written consent of BiblioCommons and in accordance with any trade-mark
guidelines that may be provided by BiblioCommons from
time to time.

5. CONFIDENTIAL INFORMATION

5.1 Disclosure; Standard of Care.

The Parties acknowledge that, in the course of this
Agreement, each Party (a “Disclosing Party”) may
disclose Confidential Information to the other (a
“Receiving Party”). Each Receiving Party shall hold
such Confidential Information in trust for the sole benefit of the Disclosing Party. Each Receiving Party shall
protect the other Party’s Confidential Information from unauthorized dissemination, disclosure and use with the same degree of care that each such Party uses to protect and safeguard its own like information, but not less than a reasonable degree of care given the sensitivity and
strategic value of such Confidential Information.

Confidential Information shall be disclosed only to the employees and subcontractors of the Receiving Party who have a “need to know” and who have executed an internal nondisclosure agreement at least as restrictive as the terms of this Agreement. A Receiving Party shall not disclose any Confidential Information to any third party without first obtaining the Disclosing Party’s written consent to such disclosure unless such disclosure is required by law.

A Receiving Party may further disclose Confidential
Information to such Party’s professional advisors in
connection with the negotiation and performance of this Agreement and in connection with the advisor’s
consideration of disclosures that may be required by law, provided such advisors are informed of the obligations of confidentiality. In the event that a Receiving Party is compelled to disclose a Disclosing Party’s Confidential Information, in the course of litigation or otherwise, or a compelled disclosure is reasonably anticipated, the
Receiving Party shall give immediate notice to the
Disclosing Party of such fact and shall provide all
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order to prevent the disclosure of Confidential
Information.

6. WARRANTIES

6.1 BiblioCommons Warranties.

BiblioCommons hereby represents and warrants to
Subscriber that: (a) BiblioCommons is legally
incorporated and validly exists as a corporation under the laws of Ontario; (b) BiblioCommons has the power and
authority to enter into the Subscriber Agreement; (c) The individual signing this Agreement has the power and
authority to sign such documents; (d) It will use its
commercially reasonable efforts to maintain the systems associated with the Service free from viruses, Trojans and other harmful code; and (e) The Service will be performed in a professional, workmanlike manner, commensurate
with industry practices within the industry in which
BiblioCommons operates.

6.2 Subscriber Warranties.

Subscriber hereby represents and warrants to
BiblioCommons that: (a) Subscriber is a municipal public library under the laws of the City of Richmond and the
State of California; (b) Subscriber has the power and
authority to enter into the Subscriber Agreement; (c) the individual signing this Agreement has the power and
authority to sign such documents; and (d) Subscriber will use commercially reasonable efforts to avoid transmitting to BiblioCommons any viruses, Trojans and other
harmful code.

6.3 Warranty Disclaimer.

BiblioCommons provides the Service using a
commercially reasonable level of skill and care and
BiblioCommons hopes that its customers (including
both library staff and patrons) will enjoy accessing
and using these Services. However, there are certain
things that BiblioCommons does not promise about
the Services. Some jurisdictions, such as the State of
California, provide for certain warranties, including
but not limited to the implied warranty of
merchantability and fitness for a particular purpose.

BiblioCommons will honour its statutory obligations
including but not limited to those in the Uniform
Commercial Code and as may be amended from time
to time; as well as judicially settled law in the State of California. To the extent permitted by law,
BiblioCommons excludes all warranties beyond the
warranties stated in Section 6.1. Unless otherwise
required by law, the Service and any software
provided in connection with the Service is provided by
BiblioCommons under this Agreement on an “as is”
basis. Except as otherwise stated in this Agreement
and specifically as stated in this Section 6.3 Warranty Disclaimer, BiblioCommons and its licensors make no
(and hereby disclaim all) warranties, representations
and conditions whatsoever (whether express or
implied; written or oral; arising by statute, operation of law or otherwise) regarding the Service provided
under this Agreement, including without limitation,
any implied warranty or condition of merchantable
quality, fitness for a particular purpose,
noninfringement or arising from a course of dealing,
title, usage of trade or course of performance. Without limiting the generality of the foregoing, while
BiblioCommons will meet its service and support
obligations laid out in the Agreement, BiblioCommons
makes no warranty that the operation of the Service
will be error-free or that it will produce a desired
result beyond such obligations.

7. TERMINATION

7.1 Termination.

This Agreement may be terminated at any time:
(a) if either BiblioCommons or Subscriber has filed or
commenced, or suffered or submitted to the filing or
commencement of, any bankruptcy or insolvency
proceeding under the law of its domicile or incorporation; (b) by either Party if the other Party breaches the terms and provisions of this Agreement provided the Party
alleging that the other Party is in breach (the “Breaching Party”) provides written notice to such Breaching Party of the alleged breach. The Breaching Party shall have 30 days to remedy such breach, unless such breach cannot
reasonably be remedied within 30 days, in which case the Breaching Party shall make all reasonable efforts within 30 days to begin to remedy the alleged breach and shall remedy such breach within a time period that is
commercially reasonable to complete such remedy.

Notwithstanding the termination or expiration of this
Agreement, Articles 1, 4, 5, Section 6.3, Article 7, Article 8 and Article 9 shall survive the termination or expiration of this Agreement.

7.2 Treatment of Patron-Contributed Data upon
Termination.

In the event of a termination of this Agreement or should a renewal agreement not be established after the Term (a “Parting”), BiblioCommons shall provide at Subscriber’s 179
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request and upon the payment of the cost-recovery fee set forth in Schedule G, a transfer of all User-generated
bibliographic annotations for use by Subscriber in
association with an alternate service, provided by
Subscriber itself or by a third party, that adheres to the Terms of Use and Privacy Statement. In addition, in the event of a Parting, Subscriber agrees that BiblioCommons will send a customer service communication, subject to
Subscriber approval which shall not be unreasonably
withheld, explaining the User’s options and their
implications through such transition, to all Users who
have:
(a) communicated or established connections with one
or more persons who are registered users of a
BiblioCommons service;
(b) initially approached the Service for registration
through a website that is not affiliated with Subscriber; (c) subscribed to syndicated information from one or
more persons who are registered users of a
BiblioCommons service; or
(d) syndicated their information or content from
BiblioCommons to other websites.

Secure Personal Information on BiblioCommons servers
that is associated with Users who do not choose to
continue their participation in a BiblioCommons service will be deactivated within ninety (90) days of a Parting.

8. LIMITATION OF LIABILITY

8.1 Limitations of Liability.

Except for any claims of misappropriation of intellectual property and for fees due under Article 3, in no event shall either Party be liable for: (i) indirect, special,
consequential, incidental or punitive losses, damages or expenses or lost profits or savings even if it has been advised of their possible existence; or (ii) aggregate
liability under this Agreement to the other Party
exceeding the aggregate amount of the Fees paid by
Subscriber to BiblioCommons during the 12 month
period immediately preceding the date of any such claim.

This limitation of liability extends to any alleged liability arising under the law of contracts, torts, negligence or any legal or equitable theory whatsoever.

9. GENERAL

9.1 Good Faith and Fair Dealing.

Each Party agrees that it shall, with respect to the other Parties, and in all matters related to this Agreement, act in good faith and in accordance with reasonable commercial standards.

9.2 Publicity.

Each Party may issue a public statement or general
marketing communications announcing the relationship
under this Agreement without the prior written consent of the other Party. For the sole purpose of marketing and
promoting the Service and for the Term of this Agreement only, each Party hereby grants to the other Party the nonexclusive non-transferable right to use and display such party’s logos and trade-marks in the other Party’s
websites and marketing materials, subject to compliance with the originating Party’s trade-mark guidelines
provided to the other Party from time to time.

9.3 Entire Agreement.

This Agreement together with all of the terms in the
applicable Order Form constitute the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and
negotiations, both written and oral, between the Parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding,
condition or warranty not set forth herein, or incorporated by reference herein, has been made or relied upon by any Party hereto.

9.4 Force Majeure.

Neither Party shall be liable for any damages, delays or failure in performance under this Agreement caused by
acts or conditions beyond its reasonable control or
without its fault or negligence (each, a “Force Majeure Event”), including but not limited to “acts of God”,
delays caused by governmental authorities, strikes,
lockouts and other labour unrest, delays in obtaining
governmental approvals and similar conditions. A Party
shall, in order to avail itself of any of the provisions of this Section, promptly send a written notice of the Force Majeure Event to the other Party, including a description of the Force Majeure Event, its expected duration and a description of the actions being taken by the Party to
mitigate the effect of the Force Majeure Event.

9.5 Severability.

For the purposes of this section, the Parties acknowledge and agree that each and every term of this Agreement is of the essence. If any one or more of the provisions
contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity,
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contained in this Agreement shall not in any way be
affected or impaired thereby so long as the commercial, economic and legal substance of the transaction
contemplated hereby are not affected in any manner
materially adverse to any Party. Upon such a declaration, the Parties shall modify this Agreement so as to carry out the original intent of the Parties as closely as possible in an acceptable manner so that the transactions
contemplated hereby are consummated as originally
contemplated to the fullest extent possible.

9.6 Further Assurances.

Each Party shall at any time and from time to time, upon each request by the other Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.

9.7 Amendments.

This Agreement may be modified or amended only with
the mutual written consent of the Parties.

9.8 Assignment.

Neither Party may assign its rights or obligations
hereunder without the written consent of the other Party, except that BiblioCommons may assign this Agreement
to any third party, without consent, in connection with any sale, amalgamation, reorganization or similar transaction involving a sale of all or substantially all of its shares or assets, provided that such assignee adopts this
Agreement.

9.9 Subcontracting.

BiblioCommons may subcontract portions of the Service,
provided that BiblioCommons shall remain responsible
for all of its obligations under this Agreement as the
original contracting party hereto.

9.10 No Waiver.

No failure or delay by any Party in exercising any of its rights or remedies hereunder will operate as a waiver
thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy.

Except as otherwise provided herein, the rights and
remedies of the Parties provided in this Agreement are
cumulative and not exclusive of any rights or remedies
provided under this Agreement, by law, in equity or
otherwise.

9.11 No Agency.

The Parties are not partners or joint venturers; neither Party is the agent, representative, or employee of the other Party; and nothing in this Agreement will be construed to create any relationship between them other than an
independent contractor relationship. Neither Party will have any responsibility or liability for the actions of the other Party except as specifically provided herein. Neither Party will have any right or authority to bind or obligate the other Party in any manner or make any representation or warranty on behalf of the other Party.

9.12 Dispute Resolution Process.
(a) Escalation Procedure.

Any dispute between the Parties shall first be referred to the persons designated in this Agreement for the receipt of Notices (the “Designated Persons”), by written notice of the dispute including the material facts. The
Designated Persons shall attempt to resolve the dispute and shall escalate it to the appropriate management
representatives of the Parties as may be considered
appropriate.
(b) Arbitration.

If the Designated Persons are unable to resolve the dispute pursuant to Section 9.12(a) within 30 days, the dispute may be submitted by either Party to final and binding
arbitration pursuant to California law, provided that there shall be a single arbitrator, unless the Parties cannot agree on a single arbitrator, in which case either Party may
apply to a court of competent jurisdiction for the
appointment of an arbitrator. Any arbitration shall be
conducted in the San Francisco Bay Area, California, in the English language. The prevailing Party shall be
awarded its reasonable costs associated with the
arbitration, including legal fees and other expenses.
(c) Exception from Mandatory Arbitration.

Notwithstanding any provision of this Section 9.12, a
Party shall be able to seek interim or injunctive relief before a court of competent jurisdiction for a breach or a threatened breach of any provision of this Agreement
dealing with confidential information or intellectual
property rights. For the purposes of the foregoing, each Party expressly attorns to the jurisdiction of the courts within Contra Costa County within the State of California and waives any claim or defence of inconvenient forum.
(d) Conduct During Dispute.
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If the Dispute Resolution process described in Section

9.12 is in progress, BiblioCommons shall continue to
provide the Service to Subscriber, and Subscriber shall continue to make any payments required under this
Agreement. If, at the conclusion of the dispute resolution process, it is determined that such payments were not
required to be made, all such amounts shall be refunded by BiblioCommons with simple interest at 1% per month.

9.13 Notices.

All notices, consents and other communications required or which may be given under this Agreement will be in
writing and will be deemed to have been duly given when given by hand, by courier, or by email confirmed by the recipient. If sent outside business hours of the addressee, such notice, consent or other communication will be
deemed to have been duly given at the beginning of the
next Business Day. Notices, consents and other
communications shall be addressed to a Party at its
address set forth below, or at such other address as a Party may hereafter designate by notice given in accordance
with the terms hereof.

If for
BiblioCommons:

BiblioCommons Corp.
5060 Spectrum Way, Suite
100, Mississauga, ON
L4W 5N5
Canada
Attention: General Manager
with a copy to:

Volaris Group Inc.
5060 Spectrum Way, Suite
100, Mississauga, ON
L4W 5N5
Canada
Attention: Steve Cimicata,
General Counsel
If for Subscriber: City Attorney 450 Civic
Center Plaza Richmond,
California 94804

9.14 Counterparts; Facsimile.

This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and facsimile or scanned
signatures shall be deemed original. This Agreement shall become effective when each Party hereto shall have
received an original, scanned or faxed counterpart hereof signed by each other Party hereto.

9.15 Governing Law and Venue.

This Agreement has been executed and delivered in, and
shall be construed and enforced in accordance with, the laws of the State of California, United States. The Parties agree that no action taken by either party will be heard by a jury.
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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

BIBLIOCOMMONS CORP. RICHMOND PUBLIC LIBRARY
\s2\ \s1\
Name: \Marty Tarlen2\ Name: \n1\
Title: General Manager Title: \t1\
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SCHEDULE “A”

TEMPLATE ORDER FORM
(Attached)
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A”-2
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SCHEDULE “B”

POST IMPLEMENTATION SUPPORT
After BiblioCore or BiblioWeb is implemented, BiblioCommons provides ongoing support. Support work varies in timing and scope depending on the issue type. The definition of issue types (I), the severity classification for each issue type (II), and the response commitments for each severity level (III) are defined below.

I. Definition of Issue Types
BiblioCommons organizes library feedback into four types of issue, summarized here and defined below in turn:

A. Questions: Understanding BiblioCore, BiblioWeb or other services.

B. Tasks: Tasks specific to your library
C. Suggestions: Improving BiblioCore or BiblioWeb and designing new functionality.

D. Corrections: Fixing BiblioCore or BiblioWeb when not working as designed.

A. Questions
BiblioCommons distinguishes two types of questions, with corresponding response commitments described in Section III below.
1) Questions or notifications about updates affecting your ILS or Tomcat server. 2) Other questions.

To help answer questions, BiblioCommons maintains an online Partner Portal. This includes:
● a Knowledge Base with answers to frequently asked questions and official documentation for other self-help, ● Community pages with forums for peer-to-peer questions and answers, and ● an Online Ticketing system where libraries can submit questions not answered elsewhere. Response commitments for questions are described below.

B. Configuration Tasks
Configurations determine the way in which BiblioCore or BiblioWeb interoperate with local library technology and services. After implementation, libraries may request configuration changes to support changes in the ILS, in library marketing and branding, or in branch locations and programing.

C. Suggestions
BiblioCommons continually reinvests in product design and development, and library suggestions are an important input.

Please use the 'Community' area of the Partner Portal to submit your suggestions.

D. Corrections
BiblioCore and BiblioWeb are evolving products that interoperate with changing third-party software and hardware, from library ILSs to patron smartphone systems. As a result of changes on all sides, BiblioCommons products can sometimes stop working as designed and require correction.
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BiblioCommons corrects bugs in BiblioCore or BiblioWeb, with the timing and scope of correction proportionate to the severity of the problem. The severity of an issue is determined by ● The importance of the feature affected, and
● The prevalence of the outage.

The resulting severity levels and the response commitments for each are defined further below (in sections II and III, respectively).
1) Definition of issue importance
Importance of Issue
Primary Secondary Tertiary
BiblioCore Service
Issues that prevent (on a
supported desktop web browser):
● Site availability;
● Availability of:
○ Registration
○ Login
○ Search
○ Holds
○ Renewals.
○ Single Sign-On
(SSO)
○ Real-time item
availability
● Issues that prevent
synchronization of:
○ bibliographic
records
(additions,
deletions, edits),
and
○ item
availability.
● Issues that prevent (on a
supported desktop or mobile
web browser) personal
record-keeping and
community-contributed
content:
○ My Shelves
○ Lists
○ Star Ratings
○ Reviews &
Comments
○ Following &
Ignoring
○ Messaging
○ Other
Community
Functionality.
● Issues that prevent (on a
supported mobile browser)
interaction with any feature
listed in the two bullets in
the “Primary” column for
All other issues or requests
including:
● Text changes and cosmetic
issues not affecting site
functionality
● Changes to mapping of
configurable features --
formats, audience,
availability status, etc.
● Analytics issues.

Other issues not covered in
primary and secondary.
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the BiblioCore service.
● Issues that affect the
availability of the Core
APIs.
● Cosmetic issues affecting
site functionality
If applicable:
● Visibility of
BiblioCloudRecords
● Rendering augmented
content supplied by
others
● Create and view
functions for
BiblioSuggest.
● Visibility of links for
Combined Catalog
● Access fines-payment
service provided by
others
● Translations
● Search results are
incorrectly scoped.

BiblioWeb Service
Issues that prevent:
● Site availability
● Availability of the footer
● Availability of Find-aLocation Page
● BiblioEvents widget display
● Availability of OnlineResources pages
● BiblioWeb Admin Login*;
Or issues that cause a loss of
major functionality on the
Homepage - e.g.:
● Stylesheets not loading,
● Cards not loading
● Homepage Manager not
accessible.
*If the Subscriber has Staff SSO
Issues that prevent:
● Availability of individual
Location Pages
● Creation or publication of
blogs or news posts
● Ability to manage Browse
pages
● Ability to manage Program
pages
● Creation or submission
of forms
● Creation of FAQs
● Ability to upload and access
media
Or cosmetic issues affecting site
functionality.

All other issues or requests
including:
● Text changes and cosmetic
issues not affecting site
functionality
● Availability of Archival
Collections & Special
Content
● Availability of sidebar
widgets
● Analytics
Other issues not covered in
primary and secondary.
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for BiblioWeb, and the login
issue is due to an issue with the
Identity Provider, “Critical” is
the highest the severity
classification that will be
assigned under (2) below.

BiblioEvents Service
Issues that prevent:
● Registration for events
● Creating/editing events
● Search for events
● Visibility of event listings
● Availability of information
on Event Details Page.

Issues that prevent:
● Availability of reporting data
Or cosmetic issues affecting site
functionality
Other issues including text and
cosmetic issues not affecting site
functionality
Other issues not covered in
primary and secondary.

BiblioApps Service
Widespread issues affecting app activation, login, holds and renewal will be treated as critical priority.

All other issues will be treated as normal or low priority. This space will be updated with a full list of categories when the redesigned apps are launched.
2) Combined Classification for BiblioEmail
The following combines Issue Importance, Prevalence and Severity Classification for BiblioEmail. Please refer to III. Response Commitments below for associated service response times.

Emergency Critical Normal Low
Widespread issues with:
● Login to Email
Manager
● Sending of
emergency emails.

Widespread issues with:
● Creation of Segment
Emails
● Ability to sign-up
for email
● Ability for
subscribers to
update their
preferences or
unsubscribe
Issues that prevent:
● Contact
management
● Segment
management
● Issues with librarybuilt drip
campaigns.

All other issues or
requests, including:
● Changes to mapping
of BiblioWeb terms
to BiblioEmail
● Text changes and
cosmetic issues not
affecting
functionality
● Changes to terms on
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● Sending of Segment
Emails Creation of
Campaign Emails
and drip campaigns
(phase 2)
● Sending of pre-built
automated emails or
transactional emails.
sign-up and user
preferences pages
● ‘View in Browser’
functionality in
email
● Analytics
● Other issues not
covered elsewhere.
3) Definition of prevalence
Prevalence of
failure
All users ● Feature outages are estimated to be system-wide, found consistently across any use of the feature on all supported browsers and across multiple patrons
Majority of
users
● Feature outages are estimated to affect a significant portion of average monthly users of the library’s online presence or staff
More than a few
users
● Feature outages are estimated to affect a small portion of average monthly users of the library’s online presence, but still big enough to suggest that there might be a
pattern to the issue
A few users ● Feature outages are estimated to affect just a handful of users
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II. Severity classification
Based on the issue type (I), the following severity classifications are assigned. In the following section, response commitments for each type are described.

A. Questions B. Configuration
Tasks
C. Suggestions
1) Regarding your ILS and
Tomcat Server
2) Other Topics
Normal Low Normal Low
D. Corrections
2) Importance of feature
1) Prevalence of
Failure
Primary Secondary Tertiary
All Emergency Critical Normal
Majority Emergency Critical Low
More than a few Critical Normal Low
Few Normal Low Low
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III. Response Commitments.

Severity Level
Emergency Critical Normal Low
Contact Method Online Ticket
Entry
or
Backup
Emergency Phone
Line
Online Ticket
Entry
Online Ticket
Entry
or
Self-help through
Partner Portal
Online Ticket
Entry
or
Self-help through
Partner Portal
Start Review
Commitment
Immediate. Next working
business hour.

Within two
business days.

Start Work
Commitment
Immediate Within one
business day.

In context of
ongoing work.

As resources
allow.

Resolution
Commitment
Work until
resolved, except
where blocked by
third-party
dependencies.

If possible without
code changes,
usually resolved
within 24 hours. If
code changes are
needed,
BiblioCommons
may release a
hotfix, or else
defer code
changes to an
upcoming release
Feature Release.

In the context of
ongoing work.

As resources
allow.
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Online ticket entry
BiblioCommons manages support through an online ticketing system built into the BiblioCommons Partner Portal.

This is the standard gateway for all communications with BiblioCommons Support. BiblioCommons will supply access to this service to the Library for the purpose of issue tracking.

All issues including emergencies should be reported to BiblioCommons through online support tickets. Once Requests are submitted they will be triaged, with resources and scheduling assigned based on an assessment of the importance of the issue.

Backup Emergency Phone
A toll-free emergency phone number will be made available to library staff as a backup measure for emergencies.

However for the best results, we encourage staff to create tickets online. BiblioCommons staff will be reachable at this number 24/7. The current phone number is 1 (855) 436-6381 x 0. 193
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SCHEDULE “C”

SERVICE LEVELS
BiblioCommons will use commercially reasonable measures to make the Core, Web and Events services available with a minimum uptime standard of 99.5%, excluding scheduled maintenance windows or any unavailability resulting from a Subscriber’s applications, equipment, facilities, or employees.

Service Unavailability
At the request of the Subscriber, BiblioCommons will calculate Subscriber’s Service Unavailability for the previous month. “Service Unavailability” consists of the number of minutes that the Core Service was not available to Subscriber, and includes any unavailability associated with any unscheduled maintenance. Outages will only be counted if Subscriber notifies BiblioCommons within five business days of the outage.

Service Unavailability will not include:
a) any scheduled maintenance;
b) any unavailability resulting from a Subscriber’s applications, equipment, facilities, or employees; c) any acts or omissions of Subscriber, or any use or user of the Service authorized by Subscriber; and d) any event outside the commercially reasonable control of BiblioCommons and Force Majeure events as defined in the Agreement.

Remedy
Subscriber’s exclusive remedy for a failure of the Service shall be that for any continuous period of 24 hours or more of Service Unavailability, at Subscriber’s request, Subscriber’s Term shall be extended for one additional week without additional charge.

Scheduled Maintenance
The Subscriber acknowledges that the Service may not be available to Subscriber and Authorized Patrons during scheduled maintenance. For the purposes of this paragraph, “Scheduled Maintenance” only refers to planned, routine maintenance carried out by BiblioCommons that has the effect of significantly limiting the functions of the Service available to Subscriber and Authorized Patrons.

BiblioCommons shall limit Scheduled Maintenance to ten hours per month and shall make reasonable efforts to notify Subscriber of Scheduled Maintenance not less than twenty-four hours in advance. 194
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SCHEDULE “D”

TECHNICAL REQUIREMENTS
Subscriber must meet the following requirements in order to take advantage of the Service. These requirements may be amended from time to time by BiblioCommons in accordance with evolving technical standards in the industry.

ILS SERVER AND DATABASE
● The ILS server must be an instance of an ILS system as may be agreed to by BiblioCommons. ● The ILS server must offer or accommodate a reliable programmatic method:
○ to access cataloguing and patron data; and
○ to execute circulation requests on behalf of a User
○ to execute any other ILS-based services stipulated in this Agreement. ● Libraries must be able to provide the version number of the ILS application and its underlying database and operating system. Database version is only required for CARL.X, Evergreen and Horizon ILSs. ● The ILS must perform user authentication via barcode and PIN (personal identification number) or password.

CONNECTOR
The Services will communicate with Subscriber’s ILS via a connector, which will either be locally hosted in Subscriber’s network (the “Local Connector”) or hosted by BiblioCommons (the “Cloud Connector”). Connector type will be determined based on Subscriber’s ILS. The following requirements will apply based on the connector type.

CLOUD CONNECTOR
Access
● Subscriber shall ensure that full access to the ILS API is externally available. ○ BiblioCommons uses technical and logical controls to protect its environment and to ensure that users can only access and act on information for which they have authorization. ○ Any additional security requirements from Subscriber may be accommodated for a supplementary implementation fee by written agreement.

LOCAL CONNECTOR
Tomcat Server
● There must be a new and correct installation of Apache Tomcat on a server (“the Tomcat server”) in the library environment. Tomcat Manager must be installed using BiblioCommons’ pre-configured Tomcat instance, or installed to meet BiblioCommons’ configuration requirements. ● There must be an instance of Java 1.8 on the Tomcat server, and it must be modifiable as BiblioCommons requirements evolve.
● Tomcat must be available through Subscriber’s firewall to the BiblioCommons servers with sufficient privileges and access required to comply with integration requirements. ● As required for monitoring and testing, BiblioCommons must be given unconditional SSH or Remote Desktop access to the server running Tomcat. In the event that such access is not provided by Subscriber, the uptime standard and remedy outlined in Schedule “C” will be void and additional subscription fees will apply (see “If Subscriber Does Not Meet the Required Conditions” below). ○ Access must be provided through a single set of credentials. ● Applicable only for Symphony ILS:
○ The Tomcat Server must be installed on the same server in which any Unicorn/Symphony API server commands are located.
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○ For Unicorn/Symphony, the Tomcat Server must be run using the ‘sirsi’ user.

Hardware
● The Tomcat server CPU must have at least 2Ghz in processing speed, or processing speed that provides response time that is acceptable to Subscriber and BiblioCommons ● The Tomcat server must have a minimum of 512 MB of available RAM (for small libraries, under 25,000 population served), 1 GB (for medium libraries, under 100,000 population served) or 1 GB or more (for large libraries).
● The Tomcat server must have a minimum 5 GB of free space on the hard-drive. ● The Tomcat server CPUs must not exceed 50% utilization (with existing, non-BiblioCommons load).

Access
● The standard security configuration provides for access to the ILS connector by opening a port in Subscriber’s firewall to BiblioCommons servers.
○ BiblioCommons uses technical and logical controls to protect its environment and to ensure that users can only access and act on information for which they have authorization. ○ Any additional security requirements from Subscriber may be accommodated for a supplementary implementation fee by written agreement.
● During the testing and acceptance phase, if any incompatibilities with API calls arise, BiblioCommons will be granted SSH access to the system in order to verify API calls. Libraries using Symphony will need to grant SSH access to the system with the ‘sirsi’ user in order to verify API calls.

BANDWIDTH
● The library’s communication (all network communication from the connector to the ILS server, the ILS database, and to the external Internet) must be through a high-speed, reliable Internet connection: 5Mbps bi-directional (upload/download) or better for a small or medium-sized library, or 44Mbps bi-directional or better for a large library serving a population over 100,000.

ASSISTANCE
To successfully launch and maintain the BiblioCommons service, Subscriber must be prepared to provide:
● A Project Manager (the “Library Project Manager”) to act as a liaison between your library and BiblioCommons;
● A lead technical contact.

USER INTERFACE
Subscriber will be asked to provide graphic elements that meet basic usability criteria and specifications of the application.

IN-LIBRARY TERMINALS
BiblioCommons offers support for in-library terminals for the following browsers:

Apple Safari - Supported versions of Safari on maintained versions of Apple macOS Google Chrome - Latest two versions of Chrome on maintained versions of Microsoft Windows and Apple macOS Mozilla Firefox - Latest two versions of Firefox on maintained versions of Microsoft Windows and Apple macOS Microsoft Edge - Latest two versions of Edge on maintained versions of Microsoft Windows An up-to-date listing of the oldest supported browsers will be posted here:
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Other browser support may be provided by written agreement.

DATA QUALITY
In order to facilitate BiblioCommons data transfers and the sharing of information among patrons and libraries, BiblioCommons has deployed the following minimum standards for data, which are preconditions for the Service.

BiblioCommons has worked with other libraries to develop these standards based on the demands of both the ILS and the user experience.

MARC and Patron Data
BiblioCommons’ requirements for MARC mapping reflect typical cataloguing practice:
● Use of AACR2 or RDA and MARC21 standards for Bibliographic and Authority data; ● Authority and Bibliographic records must be exportable separately with corresponding links between the two.

Subscriber will complete a survey describing a set of rules that can be used across all bib records to isolate key data for mapping into BiblioCommons schemas, including for example and without limitation:
● Format values (e.g., DVD, Braille book)
● Audience values: Adult, Teen, Children
● Fiction/Non-fiction/Other
BiblioCommons will only support character sets and character-set encoding practices typical in library environments.

BiblioCommons reserves the right not to support nonstandard library data practices and practices that require custom parsing of data.

Identifiers and Other Required Fields
● Library records must have persistent identifiers over time. For example, record numbers must persist for any batch delete and re-add process of the same set of records. ● All key elements such as patron identification, bibliographic record identification and item identification must have a unique permanent identifier
○ For example, if a patron loses their library card, their barcode may change, but the new barcode must reference the same unique permanent identifier.
○ Universal identifiers should be in place for all bibliographic records where practically possible. ● Patron records must have a birth date field, though not necessarily birth data.

CATALOGUING WORKFLOWS
Subscriber should be prepared to describe acquisition and cataloguing workflows, explaining how records are added, changed and deleted in various cases (e.g., brief records created during the inter-library loan processes, records created during the acquisitions process, records that are suppressed from the online public access catalogue (OPAC), batch processes). BiblioCommons will support cataloguing practice and workflows that are typical among public libraries in North America.

Subscriber must notify BiblioCommons in advance when a larger than normal number of records is added, edited, or deleted from their ILS.

IF SUBSCRIBER DOES NOT MEET THE REQUIRED CONDITIONS
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BiblioCommons will show flexibility in the requirements detailed in this Schedule “D” if mutually agreeable alternatives are found. But in the absence of such alternatives and where Subscriber fails to meet materially any of the requirements, Subscriber will a) use its own resources to perform the work necessary to conform to the requirements or to specifications applied by BiblioCommons in libraries of similar size and with the same or similar ILS deployment, or b) hire BiblioCommons at a rate of $1500 per day per technician to develop a reasonable solution that will be specified and estimated in advance by BiblioCommons.

For Local Connector only: In the event that Subscriber does not provide 24-hour, 7 day-a-week remote desktop access to the server running Tomcat, Subscriber will pay to BiblioCommons an additional annual fee of ten thousand dollars ($10,000).
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SCHEDULE “E”

PRIVACY STATEMENT
A link to the Privacy Statement will appear to all Authorized Patrons or users registering with BiblioCommons during the registration process, and will appear on all main pages of the Service. The following Privacy Statement was in effect November 2020 and may be amended by BiblioCommons from time to time.

PUBLIC LIBRARY has entered into an agreement with BiblioCommons to provide online services that make it easier to find, discover and use collections, services and programs at the library. In addition, you may also choose to use this service to share ratings and commentary about the titles you find at PUBLIC LIBRARY, and to connect with other library users.

When you use PUBLIC LIBRARY services that say “Powered by BiblioCommons” at the bottom of the page, you are using what is referred to in this document as the “BiblioCommons Service,” and any information that is collected or shared here will be governed by this Privacy Statement.

BiblioCommons believes that effective privacy controls are the cornerstone of open and engaged communities. We have implemented the standards described on this page to protect the privacy of all users, at the same time providing the opportunity to share information about books, movies and music for those who are interested. By using the BiblioCommons Service, you agree to the terms of this BiblioCommons Privacy Statement and the BiblioCommons Terms of Use. The BiblioCommons Privacy Statement and BiblioCommons Terms of Use can be accessed anytime through the links at the bottom of each page that is powered by BiblioCommons; together they are the only documents that govern your relationship with BiblioCommons.

Is this the only policy governing the use of my information on services offered by the library? No. Information you provide on the BiblioCommons Service may be transmitted to your library and its designated service partners, where it will be handled according to the policies your library has implemented in those environments. Please check the library’s website to view these documents, or speak to a librarian.

What types of information are collected on this service? Several types of information may be collected and stored on the BiblioCommons Service:
• Personal information
• Borrowing information
• Shared content
• Feedback and Suggestions
• Non-Identifying information
You will find a description of how this information is handled in the sections that follow.

Personal Information
What personal information is gathered?
BiblioCommons gathers personal information that you provide or choose to import from PUBLIC LIBRARY. If you register for the BiblioCommons Service, your library barcode, PIN and borrower ID, name, birth month and year, and email address are automatically loaded into your on-line account from your library record. If some of this information is not available in your record you may be asked to provide it.

How is my personal information used?
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We use your personal information to create an online account in your name, provide the services that you have requested, monitor and improve the service, keep your library record up to date, and customize content. We may store some of this information in a secure third-party data repository. We do not share your information or activity with ad networks or other entities that are not directly involved in the services you choose to use.

If you choose to share information or opinions about books, movies, music, and other topics, participate in online conversations, or create selections using Lists or My Shelves (“Shared Content”), information such as the username or name you have chosen to display, your library affiliation(s) and age group may accompany your Shared Content and appear on a profile page that summarizes your Shared Content. If you would like to change your username or modify the information that is made publicly available in connection with these features, please visit your Settings.

BiblioCommons may disclose your personal information and any content associated with your account if required to do so by law or in a good faith belief that such disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, or (b) enforce the Terms of Use, including investigation of potential violations hereof.

Is my personal information protected?
Information in your BiblioCommons account that personally identifies you is encrypted during transmission and storage.

This information will be used by BiblioCommons and PUBLIC LIBRARY to deliver the services you request in accordance with this Privacy Statement. BiblioCommons will not share, gift, sell, rent or trade your personal information (e.g. your email address or month and year of birth). But we may display Shared Content (defined below) in the BiblioCommons Service, or make other commercial uses of Shared Content.

Law Enforcement Requests
BiblioCommons does not share information in response to law enforcement requests unless it is presented with a warrant or other legal compulsion.

Can I change or delete my personal information?
You may alter or delete any of the personal information in your BiblioCommons account except for your name, birth information and your library card number(s); please contact your library staff to make changes to these. If your personal information is updated either through the BiblioCommons Service or directly on your PUBLIC LIBRARY account with the help of library staff, we will synchronize the new information in both locations.

At any time, you may request to have your BiblioCommons account deleted without impacting your account with PUBLIC LIBRARY. To have your BiblioCommons account deleted, please contact your library. Note that while your BiblioCommons account information will not be available after deletion, some of that information may persist on memory discs Do I have to provide contact information?
No, you do not need to provide contact information to use the BiblioCommons Service. However you may choose to do so in order to receive notices related to your use of the library through the BiblioCommons Service. Your contact information will not be used by BiblioCommons for any other purpose without your consent, or shared with any party other than PUBLIC LIBRARY without your direction to do so. We encourage you to check PUBLIC LIBRARY’s policies to understand the other ways in which your contact information may be used by PUBLIC LIBRARY.

BiblioCommons may send email or display messages on the service that provide you with the choice to take advantage of new features and functionality based on your past activity and stated preferences. To change your preferences for system messaging, please go to My Settings.
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What measures are in place to protect children?
Parts of the BiblioCommons Service are open to children under the age of thirteen. However additional measures have been taken to protect their privacy and safety. Patrons under the age of thirteen (13) years (“minors”) will be restricted from using the BiblioCommons Service to enter free text; however provision may be made for a more permissive service for minors with parental consent. While the Terms of Use prohibits the use of the BiblioCommons Service to arrange meetings with minors, children should be advised never to arrange meetings with strangers over the Internet.

User-generated content may not be appropriate for children. The BiblioCommons Service contains functionality that will enable you to collapse user-generated content that has been flagged by Users who feel the content may be offensive to some users. Enabling this functionality will help decrease the likelihood of children encountering objectionable material when using the BiblioCommons Service.

Where can I learn more about internet safety for users under the age of 18? We recommend that parents and guardians discuss internet privacy and safety with their children. When using the internet, children should be advised:
• never to give out personal information such as their real name, phone number, email address, or school without first consulting their parents or guardians, and
• never to arrange a meeting with someone they met online.

More information about children’s safety online can be found on the following sites.

Safety tips for children:
• http://kidshealth.org/en/kids/internet-safety.html
• http://www.safesurfingkids.com/tips_for_kids.htm
Tips for parents:
• http://www.google.com/familysafety/advice.html
• http://www.internetsafety101.org/safety101.htm
How can parents and guardians oversee the personal information of their children? Guardians of underage users in the US may make a request to review and alter the personal information collected from their children on this service, or to deactivate their child’s BiblioCommons account. The first step in gaining access to your child’s account is to make your request in person to staff at one of the library’s locations. Be prepared to show proof of your identity and of your relationship with the child. Staff will then have the information retrieved and delivered to you by mail or held for pick-up. Note that guardians cannot be given access to a child’s borrowing record.

Note that the BiblioCommons Service does not require children under the age of 13, as a condition of participation, to provide more information than is reasonably required.

Borrowing Information
Is my borrowing record tracked?
No. Lists of your current loans, due dates, outstanding fines, etc. may be loaded from your library record during your sessions online, but this information is not stored on your BiblioCommons account, and it is never shared with other users. 201

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You may choose to create a record of your recently-borrowed titles if this service is supported by your library; information about recently borrowed items is never made available to the public unless you choose to enter specific titles on your shelves or in other Shared Content. If you do not choose to enable the recently-borrowed feature, no automatic record of your borrowing will be created.

Shared Content
What is Shared Content?
You may use the BiblioCommons Service to record information or opinions about books, movies, music, and other topics, participate in online conversations, or create selections using Lists or My Shelves; all of this content is called “Shared Content”. Shared Content may be useful for your own reference and can help other users find resources and information.

When you contribute content to an individual title, that title is automatically added to My Shelves, a collection that gathers all of the titles to which you have contributed content or chosen to add to your shelves. You may also create Shared Content by interacting with others through messaging, forums, or collaborative guides.

Can Shared Content be viewed by the public?
Shared Content has been designed for sharing, and is usually public. However you may make portions of your Shared Content private by using your Privacy Settings. In addition, messages sent directly to other users through the service are not publically viewable.

If you are uncomfortable with the idea of sharing content with others, you may decide not to use My Shelves or contribute ratings, comments, guides, or other types of Shared Content. You do not need to create Shared Content in order to use the BiblioCommons Service.

Will my name be visible with my Shared Content?
Content and messages that you leave in public view or send to other users will be accompanied by the username that you create, or by whatever display name that you choose at a later date in your account settings. This display name is also linked to your profile page, which includes links to your Shelves, your shared Lists, and any other profile information you choose to display.

Can I change my Shared Content?
Shared Content that is not interactive may be edited or deleted on this service at any time. Deleted content is removed from our data bases and inaccessible to other users, but may remain in our data back-up system and in third-party search indexes like Google. Shared Content that is not deleted may remain available on the BiblioCommons Service indefinitely, even if you have closed your library account.

Messages and chat cannot be deleted or edited once they have been sent. They are logged and archived indefinitely. In the event of complaints regarding violations of the BiblioCommons Terms of Use, this type of information may be used by BiblioCommons to investigate.

Interactive Shared Content that other users may respond or contribute to, such as discussions, may be visible to others indefinitely in association with your display name, and may persist after your BiblioCommons account is terminated.

Other Information
Feedback and Suggestions
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When you submit feedback or suggestions they will not be considered confidential and may be stored with your name and email address for analysis and follow-up.

Non-Identifying Information
BiblioCommons also records anonymous information and activity in order to improve the quality and scope of the features and content you access through the BiblioCommons Service. For example:

Information such as your browser type or anonymized IP address may be used to help us understand how visitors use the service over time and how it might be improved.

Data from your account may also be aggregated in an anonymous way.

Anonymous search logs are analyzed to improve the search algorithms.

Activity such as borrowing and reading may be aggregated anonymously to guide the development of the library’s collections or to allow publishers to understand how their titles are being used.

Non-identifying information may be stored in a secure online service such as Google Analytics for use by BiblioCommons or your library. You can opt out of recording your non-identifying site-activity data on Google Analytics by installing the Google Analytics opt-out browser add-on. The add-on prevents the Google Analytics JavaScript (gtag.js, ga.js, analytics.js, and dc.js) that is running on websites from sharing information with Google Analytics about visit activity.

Cookies
Cookies are small files used to enhance the functionality of websites.

BiblioCommons may set and access temporary session cookies on your computer in order to make our system easier for you to use. In addition, a more persistent cookie is used to store your user preferences. These files do not contain or transfer any personally-identifiable information. You may also choose on the log-in page to save your username in a cookie by checking “remember me.” If you wish to be notified when you receive a cookie, you may set your browser to do so.

External Sites
The Internet is a big place: take care to guard your personally identifying information. This website may link to other websites that collect personal information. We recommend that you review the privacy policies of these sites before providing them with any personal data.

Changes to this Privacy Statement
This privacy statement may change from time to time in response to new laws, or to an evolution in BiblioCommons policies or practices. We encourage you to check this privacy statement from time to time for changes. Your continued use of BiblioCommons after a change will signify your acceptance of the new terms.

Change of Service
In the event that PUBLIC LIBRARY discontinues its participation in the BiblioCommons Service, the PUBLIC LIBRARY may transfer your information to a new service of a similar nature. In addition, PUBLIC LIBRARY may agree to 203

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have your information transferred to a successor entity of BiblioCommons or to any entity, which purchases substantially all of the assets related to BiblioCommons or a division of BiblioCommons.

Comments? Questions? Contact us: [email protected] Privacy Officer
BiblioCommons
5060 Spectrum Way, suite 100
Mississauga, ON L4W 5N5, Canada
tel. 1 (647) 436 6381
PUBLIC LIBRARY may have additional policies that govern other aspects of the services we offer. Please check the library's homepage to view these documents, or speak to a librarian. 204
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TERMS OF USE
Acceptance of the Terms of Use is a condition of any use of the Service. In addition upon registration, which is required before an Authorized Patron may access circulation functions or contribute content, he or she must signal his or her agreement to the Terms of Use by clicking a checkbox. The following Terms of Use were in effect September 2018 and may be amended by BiblioCommons from time to time.

PUBLIC LIBRARY has entered into an agreement with BiblioCommons to provide an online service that will make it easier to track your holds and renewals and find the titles you are looking for. In addition, you may also choose to use this service to share ratings and commentary about the titles you find at PUBLIC LIBRARY, and to connect with other BiblioCommons users. When you use the pages in PUBLIC LIBRARY’s catalog that say “Powered by BiblioCommons” in the lower lefthand corner of the screen, you are using what is referred to here as the “BiblioCommons Service,” and these BiblioCommons Terms of Use apply. Your use of the BiblioCommons Service is subject to the BiblioCommons Terms of Use, and indicates that you accept these Terms of Use, which includes the BiblioCommons Privacy Statement; together they are the only documents that govern your relationship with BiblioCommons. You may not use the BiblioCommons Service if you do not accept the Terms of Use; please read them carefully.

Is this the only policy governing my use of the library’s services? No. PUBLIC LIBRARY may have additional policies that govern other aspects of the services we offer. Please check the library’s website to view these documents, or speak to a librarian.

REGISTRATION
Is Registration Necessary?
It is not necessary to register with the BiblioCommons Service in order to search the PUBLIC LIBRARY catalog. However, registration is required to use BiblioCommons for personalized services, such as managing your renewals and holds, contributing ratings and reviews, personalized recommendations, and communicating electronically with other users.

Who is Eligible to Register?
Registration for use of the BiblioCommons Service is open to all patrons of PUBLIC LIBRARY and other libraries affiliated with BiblioCommons (PUBLIC LIBRARY and other affiliated libraries are referred to herein as "Participating Libraries").

Can children use this service?
Children are welcome to register for the Service. However, we recommend that parents and guardians discuss internet privacy and safety with their children regularly. Please read the BiblioCommons Privacy Statement to find out more about the measures that have been put in place on the BiblioCommons Service to protect the privacy and security of children, and for information on protecting your child’s privacy and safety online.

Where can I find out more about the privacy policy of the BiblioCommons Service? 205

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The privacy of your personal information is important to BiblioCommons. We have established security measures and controls to ensure that your information is only used as you wish. We encourage you to review the BiblioCommons Privacy Statement, which forms a part of these Terms of Use, as well as the PUBLIC LIBRARY Privacy Policy.

SHARED CONTENT
What is Shared Content?
You may use the BiblioCommons Service to create “Shared Content,” which is any information, content or opinion that you post on the Service; it includes online conversations on the Service and selections you create using Lists or My Shelves.

Shared Content may be useful for your own reference and can help other users find resources and information. Shared Content may include for example collections, ratings, reviews, video, or conversations with other users.

You may make portions of your Shared Content private, or you may leave it publicly available (as “Public Content”) for the benefit of yourself and other users in your library and on the World Wide Web. To learn more about the controls BiblioCommons has put in place to protect your privacy, please refer to the BiblioCommons Privacy Statement, or visit your privacy settings.

Who owns Shared Content?
Registered Users retain any ownership rights they have in content that they post on the BiblioCommons Service. However as described below, other users of the service, PUBLIC LIBRARY and BiblioCommons are granted an irrevocable, perpetual, non-exclusive license to use Shared Content.

Can other users use my Shared Content?
The sharing of content is an important objective of the BiblioCommons Service. When you contribute Shared Content that can be viewed by others, you grant a license to other users to make use of that material under an Attribution-NoncommercialShare Alike Creative Commons License. This is a license that grants others the non-commercial right to copy, distribute, display, perform the work or create derivative works on the condition that the original author is credited, and that any derivative distribution is licensed in the same way. Unless otherwise indicated, you have the right to use Shared Content contributed by others according to the same Creative Commons license.

What rights do PUBLIC LIBRARY and BiblioCommons have to use Shared Content? By contributing content such as reviews and comments to the BiblioCommons Service, you are granting BiblioCommons and PUBLIC LIBRARY the right to use this content broadly. BiblioCommons may display Shared Content in the services that we sell to libraries or other third parties. Unless otherwise indicated, when you post Public Content, you grant, represent and warrant that you have the right to grant BiblioCommons and PUBLIC LIBRARY an irrevocable, perpetual, nonexclusive, transferable, royalty-free, worldwide license, with the right to sublicense, to use, copy, publicly display, reformat, translate, excerpt, perform, adapt, create derivative works from, and distribute such content with the name or username you have chosen to display.
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If you do not want to give BiblioCommons and PUBLIC LIBRARY these rights, please do not contribute Shared Content on the BiblioCommons Service.

What are my responsibilities when I choose to post Shared Content? You are solely responsible for the Shared Content that you post to the BiblioCommons Service, or transmit to or share with other users. Please read carefully the section in these Terms of Use entitled "Appropriate Use" to ensure that you understand the responsibilities that you incur when you post Shared Content.

BiblioCommons respects the intellectual property of others, and we ask our users to do the same. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that use of the content you supply does not violate these Terms of Use and will not cause injury to any person or entity; and that you will indemnify us for all claims resulting from content you supply. BiblioCommons may, at our discretion, disable and/or terminate the BiblioCommons accounts of users who violate these Terms of Use.

What can I do if I see content that infringes on my intellectual property rights? If you believe that your work has been copied in a way that constitutes copyright infringement, please provide BiblioCommons’ copyright agent the written information specified below. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. BiblioCommons’ copyright agent can be reached via email at [email protected], or at the above mailing address. Please provide:
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; • A description of the copyrighted work that you claim has been infringed upon; • A description of where the material that you claim is infringing is located on the site; • Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Address:

BiblioCommons
5060 Spectrum Way, Suite 100
Mississauga, ON L4W 5N5, Canada
tel. 647 436 6381
Is Shared Content ever removed from the BiblioCommons Service for other reasons? Some users may not wish to view all user generated content. BiblioCommons users who are logged-in have the option of blocking, "ignoring" or collapsing content from specified users on an individual basis. Ignoring a user can be reversed. The 207

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BiblioCommons Service also offers the ability to collapse user-generated content that other users have flagged as containing content that they consider offensive or otherwise inappropriate.

BiblioCommons will allow all Users to collapse user-generated content based on their individual viewing preferences. But an individual User’s viewing preferences shall not affect the viewing preferences of other Users.

All posted content is subject to the Appropriate Use standards of these Terms of Use. If you see content that violates the Appropriate Use standards, you may flag the content by using the ‘Report This’ tool that is adjacent to all Shared Content when you are logged in.

If content is flagged by a number of different users – three at this time – it is reviewed for compliance with the Terms of Use. If such content is found to violate the Terms of Use, it may be removed from public view and an email will be sent to the User who authored the content, notifying the User of the right to appeal the initial determination. The email will notify the User that BiblioCommons has removed the flagged content, indicate the specific Terms of Use that were violated, and state the process for appealing BiblioCommons’ initial determination. A User’s failure to submit a written appeal in the manner described in the email notice within thirty (30) days of the date of the notice will render the decision to remove the content final.

BiblioCommons will give Users who appeal the initial determination within 30 days as provided above an opportunity to explain why the flagged content complies with the Terms of Use. BiblioCommons will review the information provided by the User in support of the appeal and shall decide, after considering that information, whether the content complies with or violates the Terms of Use. BiblioCommons shall decide an appeal within 30 days of receiving it.

If BiblioCommons determines that the flagged content does not violate the Terms of Use, it shall restore the flagged comment. If BiblioCommons determines that the flagged content violates the Terms of Use, it shall promptly notify the User of its decision not to restore the flagged content and the reason for the decision.

The BiblioCommons Service is not intended for the storage of valuable or irreplaceable data.

Appropriate Use Standards
All visitors to the BiblioCommons Service agree not to:
• access or attempt to access areas of the BiblioCommons Service in which they are not authorized; • use or attempt to use another person’s account without our authorization, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity; • solicit personal information from anyone under the age of 18, use the BiblioCommons Service to arrange a meeting with anyone under the age of 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
• disable, overburden, impair the proper performance or functionality of the BiblioCommons Service or otherwise use or attempt to use the BiblioCommons Service to organize a meeting with any individual who is under 18 years of age;
• use or access the BiblioCommons Service or related systems in a way that adversely affects the performance or function of the service;
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• use any automated system to harvest or capture any BiblioCommons Content (as defined below) from the BiblioCommons Service, except as may be specifically permitted using RSS/XML feeds; • co-brand the BiblioCommons Service or portion thereof ("co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in a manner reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the BiblioCommons Service or BiblioCommons Content);
• "frame" the BiblioCommons Service or portion thereof so that the BiblioCommons Service or BiblioCommons Content appears in the same window with a portion of another website.

If you choose to register, you agree to:
• provide and maintain accurate, current and complete information; • ensure that your account is used in keeping with all terms governing the use of the BiblioCommons Service, including these Terms of Use;
• maintain the security of your password and username;
• not register for more than one account.

Appropriate Use When Posting Content
Remember that the Service is used by visitors with a broad range of ages and sensibilities. You agree not to use the Service to upload, post, transmit, share, store or otherwise make available any content that:
• violates the Appropriate User Standards;
• is unrelated to the specific book, movie, music or other library material that is the subject of the post or displayed page;
• is unlawful, threatens or incites violence, physical intimidation or other unlawful action or otherwise creates a genuine risk of imminent harm or direct threat to safety; • consists of or depicts obscene material as defined by applicable state, provincial or national law; • constitutes unlawful multi-level marketing, such as a pyramid scheme; • constitutes unsolicited or unauthorized advertising, solicitations, promotional materials, junk mail, spam and/or chain letters for commercial or personal gain;
• is private information about or belonging to any third party, including, without limitation, home addresses, home phone numbers, personal email addresses, personal identification numbers and credit card numbers, the disclosure of which would constitute an invasion of privacy or otherwise be prohibited under applicable law; • contains software viruses, worms, or any other computer code, files or programs designed to interrupt, gain illegal access, destroy or limit the functionality of any data, software, hardware, or telecommunications equipment;
• infringes upon or violates the rights of any individual or entity under applicable state, provincial or national law including without limitation, intellectual property rights; • constitutes, encourages or provides instructions for a criminal offense or that would otherwise create liability or violate any local, state, national or international law.

Warning About Content
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You understand that by using the BiblioCommons Service, you may encounter content that may be considered indecent or otherwise objectionable. Consequently, you agree to use the BiblioCommons Service at your sole risk and you agree that neither BiblioCommons nor any Participating Library shall have any liability to you for any such content that may be found to be indecent or otherwise objectionable.

Neither BiblioCommons nor PUBLIC LIBRARY verify the accuracy, truthfulness or reliability of any information posted by users, endorse any opinions, or confirm the credentials of any users who may post information. You should always exercise caution and not rely or act upon any information available on the BiblioCommons Service, particularly information that relates to your legal rights, financial arrangements or health.

BiblioCommons may at any time use automated translation tools to make the BiblioCommons Service or portions of it available in languages other than English. Such tools have significant limitations and only the English version of any translated content is considered the definitive version.

The BiblioCommons Service contains functionality that will enable you to collapse user-generated content that has been flagged by Users who feel the content does not conform to the Terms of Use or is otherwise inappropriate for all users.

Enabling this functionality will help decrease the likelihood of encountering objectionable material when using the BiblioCommons Service.

How are feedback and suggestions managed?
BiblioCommons accepts feedback, questions, comments, ideas, concepts, or techniques for new services or products through the Service ("Suggestions"). When you submit Suggestions you agree that they will not be considered confidential, and that they may be stored with your name and email address in a database that may be located outside of your country. By submitting any Suggestions, you grant BiblioCommons an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Suggestions in any manner, and you agree that we may contact you via email for clarification or additional feedback.

BIBLIOCOMMONS CONTENT
The services and content provided on BiblioCommons ("BiblioCommons Content") are comprised of 1) services and content provided by Participating Libraries, BiblioCommons and third-party providers ("Service Content"); and 2) Shared Content contributed by users. All BiblioCommons Content is protected by law, and its use is governed by the rights described below.

Can I display BiblioCommons Content on other websites?
The Service makes it possible for you to feature public BiblioCommons Content on external third party websites or applications. This is encouraged under the terms described here. Pages on any external third-party websites and applications that display BiblioCommons Content must provide a link from each extract to an original presentation of that material on a BiblioCommons webpage. We reserve the right, at any time and without notice, to object to or require the removal of any link that is misleading, or interrupts or interferes with the Service provided by BiblioCommons.

Are there any restrictions on my use of the Service Content in other environments? 210

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BiblioCommons and PUBLIC LIBRARY grant our authorized users a limited, personal, non-transferable, revocable license to access and use the Service and Service Content for personal, non-commercial use. All other rights are reserved. Except as arranged by separate agreement, you may not copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, or otherwise use the Service Content in any way except for your own personal, non-commercial use; nor may you disassemble, decompile, or reverse engineer the Service. The Service Content is the intellectual property of Participating Libraries, BiblioCommons, or their affiliates or their licensors, and is protected by US and international copyright law. Some elements of the Service Content are also protected by trademark law and laws related to trade dress, trade secrets, and unfair competition.

OTHER NOTICES
Overdue Notification Service
Reminder notifications are not a replacement for keeping track of your borrowing. Neither BiblioCommons nor PUBLIC LIBRARY take responsibility for fines that result from missed reminders. You can check your account status by visiting My Borrowing.

Warning About Links to Other Sites
The BiblioCommons Service may contain links to other websites and resources that are not a part of the Service ("Linked Sites"). We provide links to Linked Sites as a convenience to the Users of the Service and such links do not imply any endorsement of the Linked Sites by us. We have no control over the content of Linked Sites. Users must be aware that the Linked Sites may also have terms of use or privacy policies that differ significantly from those of the Service. All use of Linked Sites is at your own risk.

General
You may not assign these Terms of Use or any of your interests, rights or obligations under these Terms of Use. If any provision of these Terms of Use is found to be invalid by any tribunal having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. Any waiver of any portion of these Terms of Use or of any right or remedy of BiblioCommons must be in writing in order to be effective.

Limitation of Liability
To the extent permitted by law and to the extent that BiblioCommons or Participating Libraries are otherwise found responsible for any damages, BiblioCommons or Participating Libraries are responsible for actual damages only. To the extent permitted by law, in no event shall BiblioCommons, its affiliates, its licensors, its suppliers, participating libraries, or any third parties mentioned at the Service be liable for any incidental, indirect, exemplary, punitive or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the use of or inability to use the Service or the Content, regardless of the theory of law upon which such claim may be based, including warranty, contract, tort, and whether or not BiblioCommons or Participating Libraries are advised of the possibility of such damages.

To the extent permitted by law, the remedies stated in these Terms of Use are exclusive and are limited to those expressly provided for in these Terms of Use.
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Any action or claim related to these Terms of Use or arising from your use of the Service must be brought within twelve (12) months of the existence of the alleged facts giving rise to the action or claim.

Disclaimer of Warranties
Neither BiblioCommons nor Participating Libraries make any representations with respect to the BiblioCommons Service, including any representations related to results that may be obtained by using the BiblioCommons Service. All use of the Service is at the sole risk of the user.

The BiblioCommons Service and the BiblioCommons Content are provided on an "as is" basis and BiblioCommons and Participating Libraries disclaim any and all warranties to the fullest extent permissible by law, including implied and/or statutory warranties, including but not limited to implied warranties of merchantability, non-infringement of third parties' rights, and fitness for a particular purpose. Neither BiblioCommons nor the Participating Libraries make any representations or warranties about (and specifically disclaim any responsibility for) the accuracy, completeness, security or timeliness of the BiblioCommons Service and its content. No warranties may be made in relation to the website or its contents except as contained in these Terms of Use.

You agree and acknowledge that the limitations and exclusions of liability and warranty provided in these terms of use are fair and reasonable.

Indemnity
You agree to defend, indemnify, and hold harmless BiblioCommons and the Participating Libraries (as well as their officers, directors, employees, agents, successors and assigns) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from, or in connection with your use of this Service or your breach of these Terms of Use.

Your First Amendment and Other Rights
BiblioCommons has worked extensively with libraries across the United States to ensure that these Terms of Use protect your First Amendment and other rights as a library patron. These Terms of Use (including the mechanics around removing Shared Content as described above) have been created and are revisited from time to time, to ensure that they are reflective of, and otherwise protect, your First Amendment and other library patron rights. These Terms of Use should not be interpreted in any matter to lessen or remove your First Amendment rights or any other statutory rights you may have as a library patron.

Jurisdiction and Forum
Your use of the Service and these Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, excluding (a) its conflicts of law rules and (b) the United Nations Convention on Contracts for the International Sale of Goods (including all related protocols). Any dispute, claim or action related to your use of the Service or under these Terms of Use shall be resolved by arbitration under the Arbitration Act (Ontario) by a single arbitrator sitting in Toronto, Ontario, in the English language, and you further agree and submit to the exercise of personal jurisdiction of such arbitrator(s) for the purpose of litigating any such claim or action. 212

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Notwithstanding any provision of this section of the Terms of Use, BiblioCommons shall be free to seek interim or injunctive relief before any court of competent jurisdiction for a breach or a threatened breach of any provision of these Terms of Use that may, in our absolute discretion, require an urgent remedy. For the purposes of the foregoing, you expressly attorn to the jurisdiction of the courts of the Province of Ontario and the Federal Court of Canada sitting in Toronto, Ontario and waive any claim or defense that such forum is not appropriate. You agree that the limitations on liability, disclaimer of warranties and indemnity provisions of this Terms of Use are for the benefit of BiblioCommons, our Participating Libraries and their successors.

Compliance with Law
You agree to use the BiblioCommons Service in strict compliance with all applicable laws and regulations. You shall take no actions which would cause BiblioCommons or Participating Libraries to be in violation of any laws, rulings or regulations applicable to BiblioCommons or Participating Libraries.

Complete Agreement
Except as expressly provided in a separate written agreement between you and BiblioCommons, these Terms of Use constitute the entire agreement between you and BiblioCommons with respect to your use of the BiblioCommons Service.

Updating these Terms of Use and the Service
The BiblioCommons service is constantly evolving in order to provide the best possible experience for our users, and our terms may change accordingly. However we will not reduce your rights under these Terms of Use without your explicit consent. We will post any changes to the Terms on this page and, if the changes are significant, we will provide a more prominent notice on the Service. Your continued use of the BiblioCommons Service signifies your acceptance of any revised Terms of Use.

Without specific notice to you, BiblioCommons may change, supplement, delete or update any portion of the Service; or establish or change, at any time, general practices and limits concerning our products and services.

Termination
You agree that BiblioCommons, in its sole discretion, may terminate or suspend your use of the BiblioCommons Service and BiblioCommons Content at any time regardless of whether the BiblioCommons Service remains accessible by others.

BiblioCommons may discontinue the BiblioCommons Service at any time without liability to you. Upon termination of the license, you shall cease all use of the BiblioCommons Service. 213
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SCHEDULE “G”

ADDITIONAL FEES
Additional fees may apply in certain circumstances as referenced in the Agreement. The following fees are in effect on the date hereof. Data exports will be completed after payment from Subscriber has been received and provided that Subscriber is not in material breach of any of its material obligations under this Agreement.

G.1 - Patron-Contributed Data Export Upon Termination – BiblioCore and BiblioWeb Fee: $2,000.00
Format: .csv format or such other format that the Parties may agree upon Scope: Shared Content that has been submitted by Users via the BiblioCore and BiblioWeb products G.2 - Staff-Contributed Data Export Upon Termination – BiblioWeb Fee: $500.00
Format: XML format (text only)
Scope: Content (text only) that is in production that has been created by Subscriber’s staff in the BiblioWeb product 214
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Quote for Richmond Public Library (CA) – February 25, 2026 Contact: Colleen Fox Email: [email protected] BiblioCommons Corp. 5060 Spectrum Way, Suite 100, Mississauga, ON L4W 5N5 Canada +1 647 436 6381 [email protected] Richmond Public Library
325 CIVIC CENTER PLAZA
RICHMOND, California
94804-1659
Date: February 25, 2026
Valid Until: May 25, 2026
Subscription Term: Aug 21, 2026 – Aug 20, 2027
Population Served: 112,735
Population Source: Census
Contact: Colleen Fox
Email: [email protected]
Subscription Annual
Subscription Fee
(USD)
One-Time
Implementation
Fee (USD)
BiblioCore
An online catalog that is the foundation of patrons' experiences with the library. Includes econtent integration and pre-populated award winners and bestsellers listings. Cover art is recommended, but not included.

See Schedule "A-1."
https://www.bibliocommons.com/schedule-a1-bibliocore
Rate: $0.1294694/pop. or $19,950 minimum
$21,371.92 $0.00
Sub-Total $21,371.92 $0.00
Subscription Fees 21,371.92
Total Due This Year,
payable on the
date hereof
21,371.92
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Quote for Richmond Public Library (CA) – February 25, 2026 Contact: Colleen Fox Email: [email protected] BiblioCommons Corp. 5060 Spectrum Way, Suite 100, Mississauga, ON L4W 5N5 Canada +1 647 436 6381 [email protected] Multi-Year Pricing Year 1*
(2026-2027)
Year 2
(2027-2028)
Year 3
(2028-2029)
BiblioCore $21,371.92 $22,226.80 $23,115.87
Total Fees $21,371.92 $22,226.80 $23,115.87
* One-time implementation fees are not included in year 1 pricing. ** Pricing assumes a 3-year contract with a riser of 4.00% on year 2 and 4.00% on year 3. 216
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Emily
Combs
Digitally signed by Emily Combs Date: 2026.07.21 11:12:06 -07'00' 219

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October 20, 2026
Fire Department
DATE: October 20, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Aaron Osorio, Fire Chief
Subject: Contract with Restoration Family Counseling Center, Inc. for First Responder Mental Health and Critical Incident Support Services
FINANCIAL IMPACT: The proposed three-year contract amount of $118,937.52 is included within the approved Fiscal Year 2026-2027
Fire Department budget and will be budgeted accordingly in subsequent fiscal years (Account String:
01202022-400201).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

The City of Richmond Fire Department’s Behavioral
Health Awareness Program helps mitigate the impacts of
traumatic events and promotes mental health through
peer support, training, education, critical incident stress management (CISM), debriefing, and specialized first
responder counseling. The program has supported the
development of the Fire Department’s State-recognized
Peer Support Team Program, which incorporates
established best practices.

City Council approval is required to maintain access to these services and specialized, trauma-informed
clinicians who provide ongoing education and support to Fire Department personnel.

AGENDA
REPORT
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October 20, 2026
RECOMMENDED ACTION: APPROVE a sole-source contract with Restoration Family Counseling Center, Inc. for Critical Incident Stress Management, Critical Incident Stress Debriefing Support Services, and Targeted First Responder Counseling
Services, and targeted first responder counseling
services in an amount not to exceed $118,937.52, for a
three-year term effective October 25, 2026, through
October 31, 2029 – Fire Department (Chief Aaron Osorio
510-307-8021).

DISCUSSION:

Restoration Family Counseling Center, Inc. (RFCC) located in Vacaville, CA is a specialized network of trauma informed behavioral health clinicians that offer first responder specific counseling and education services to first responders throughout Northern California public safety agencies. RFCC offers on-site critical incident stress defusing, debriefings, critical incident stress management training, new and supplemental peer support training, on-site critical incident stress management and behavioral health services.

Since 2023, RFCC has provided the Richmond Fire Department with critical services, including CISM, peer support, counseling, and training. In addition, RFCC have successfully implemented peer support services, training, critical incident stress management, defusing, debriefing, and first responder specific counseling sessions, outreach, education and consultation services programs for other fire agencies such as Contra Costa County Fire Prevention District, Alameda County Fire Department, City of Vallejo Fire Department, and City of Berkeley Fire Department.

Sole Source Justification:

RFCC is a qualified vendor providing on-site behavioral health services to first responders in Contra Costa County and other local public-safety agencies through clinicians who specialize in first-responder mental health (Attachment 1 – Sole Source).

For the past three years, RFCC has provided the Richmond Fire Department with critical services. Contracting a different vendor is not practical and could delay the delivery of services required by the program. In addition, the Richmond Fire Department intends to avoid any disruption in the continuity of care, loss of established institutional knowledge, and delays in responding to critical incidents. A new provider would need to establish relationships and familiarity with the Department and its first responders, which could negatively affect the timely delivery of these critical services.

Recommendation:

City staff recommend that the City Council approve a sole source contract with Restoration Family Counseling Center, Inc. in an amount not to exceed $118, 937.52, 221

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October 20, 2026
for a three-year term effective October 25,2026 through October 31, 2029 (Attachment 2 – Standard Contract).

The proposed contract will ensure the continued delivery of ongoing behavioral health services and Critical Incident Stress Management (CISM) services to the fire personnel without any delays. The services provided by RFCC will continue to help alleviate the cumulative trauma and stress facing our firefighters and their families.

DOCUMENTS ATTACHED:

Attachment 1 – Sole Source
Attachment 2 – Standard Contract
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223
224
Emily Combs
Digitally signed by Emily Combs Date: 2026.09.21 09:48:05 -07'00' 225

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.

FIRE Aaron Osorio [email protected] (510) 307-8021 16169 Provide comprehensive Critical Incident Stress Management (CISM) services, Critical Incident Stress Debriefings (CISD), and access to specialized first responder trauma informed clinician. Restoration Family Counseling Center, Inc. 313 Kendal Street Vacaville, CA 95688 Sherie Mahlberg (707) 330-7904 [email protected] 40065362 October 25, 2026 October 31, 2029 118,937.52 26-27 37,728.00 27-28 39,614.40 28-29 41,595.12 226

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

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

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

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

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

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

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

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

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

Restoration Family Counseling Center, Inc.

Restoration Family Counseling Center, Inc. will provide comprehensive Critical Incident Stress Management (CISM) services, Critical Incident Stress Debriefings (CISD), and access to specialized first responder trauma informed clinician pursuant to the specifications and instructions of the Project Manager as outlined in the proposal attached hereto. Please see Exhibit A-1 for additional details.
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EXHIBIT A-1 229
EXHIBIT A-1 230
EXHIBIT A-1 231
EXHIBIT A-1 232
EXHIBIT A-1 233
EXHIBIT A-1 234
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EXHIBIT B

PAYMENT PROVISIONS

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

2. SUBMISSION OF INVOICES:

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

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

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

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

Aaron Osorio Aaron Osorio Restoration Family Counseling Center, Inc. 235
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EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

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

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

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

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

Attn:

Email: ________________________________________________ Aaron Osorio [email protected] Restoration Family Counseling Center, Inc. Restoration Family Counseling Center, Inc. 313 Kendal Street Vacaville, CA 95688 [email protected] Sherie Mahlberg 236
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_____________________________

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

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

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

2. TIME IS OF THE ESSENCE:

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

3. STANDARD OF CARE:

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

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

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

5. NON-DISCRIMINATION:

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

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

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

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

8. PERMITS AND LICENSES:

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

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

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

10. CONFLICT OF INTEREST:

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

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

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

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

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

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

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

14. INSURANCE:

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

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

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

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

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

16. INTEGRATED CONTRACT:

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

17. CONFLICTING PROVISIONS:

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

18. FORCE MAJEURE:

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

19. CONFLICT OF LAW:

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

20. CLAIMS:

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

21. INTERPRETATION:

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

22. WARRANTY:

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

23. SEVERABILITY:

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

24. AUTHORITY:

City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, Restoration Family Counseling Center, Inc.
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and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.

25. WAIVER:

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

26. COUNTERPARTS:

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

27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):

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

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Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT E

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

Restoration Family Counseling Center, Inc.

1. Clinical Records & Confidentiality.

Notwithstanding anything to the contrary in this Agreement, clinical records, psychotherapy notes, treatment records, protected health information, and other information protected by HIPAA, CMIA, California psychotherapist-patient privilege, or other applicable confidentiality laws shall remain under the ownership and control of Contractor and shall not be subject to City ownership, inspection, or audit.

Contractor may provide de-identified and aggregate utilization or program data as permitted by law.

2. Indemnification.

Contractor shall indemnify, defend, and hold harmless the City and its officers, employees, agents, and volunteers from claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, but only to the extent arising out of the negligent acts, errors, omissions, or willful misconduct of Contractor or its employees, agents, or subcontractors in the performance of this Agreement.

3. Termination & Continuity of Care.

Either party may terminate this Agreement without cause upon thirty (30) days’ written notice.

Notwithstanding expiration or termination of the Agreement, Contractor may provide clinically appropriate transition and continuity-of-care services to existing clients when required by applicable law, professional ethical obligations, or clinical judgment, with such services compensated at the applicable contract rates.
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EXHIBIT F

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

Printed Name: Title:

Signed: Date:

Business Entity:

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Richmond City CouncilOctober 20, 2026

Richmond City Council
October 20, 2026