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HomeMy WebLinkAboutCM Part Time MCCMC Legislative Analyst ServicesRev. 08.22 1 AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND DISCERNING ELEPHANT LLCFOR PART-TIME MARIN COUNTY COUNCIL OF MAYORS & COUNCILMEMBERS (MCCMC) LEGISLATIVE ANALYST SERVICES This Agreement is made and entered into as of ________________________ (the “Effective Date”), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY") as lead agency acting on behalf of the Marin County Council of Mayors and Councilmembers (“MCCMC”), and DISCERNING ELEPHANT LLC, a California limited liability corporation(hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.” RECITALS WHEREAS, the Cities and Towns of Marin County, by and through the MCCMC, desire to retain CONSULTANT to provide legislative analysis activities on their behalf; and WHEREAS, CONSULTANT has the training and experience to provide, and is willing to provide, legislative analyst duties and services to the MCCMC Legislative Committee; and WHEREAS, CITY has agreed to be the lead agency, on behalf of the MCCMC, for the purpose of entering into an agreement with CONSULTANT to provide such legislative analyst duties and services to the MCCMC; and WHEREAS, the MCCMC members have agreed to jointly fund this agreement. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT 1. SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as “Services”) to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled “SCOPE OF SERVICES.” 2. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT no more than $8,000 for work completed over a full year, billed by CONSULTANT quarterly in equal payments of $2,000. Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 August 31, 2025 2025.0035 v 08.22 2 CONSULTANT understands and agrees that she shall not incur any additional expenses on behalf of CITY, the Cities and Towns of Marin County or the MCCMC, and that CITY, the MCCMC and the Cities and Towns of Marin shall not be responsible for any obligations of an employer. Specifically, CONSULTANT shall furnish her own means of transportation, miscellaneous supplies and incidental expenses. Payment will be made quarterly upon receipt by PROJECT MANAGER of invoice and quarterly report of activities submitted by CONSULTANT. 3. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on January 1, 2025 and terminate on December 31, 2025. 4. PROJECT COORDINATION. A.CITY’S Project Manager. Cristine Alilovich, City Manager, is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT’S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Azalea Renfield is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 5. TERMINATION. A.Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITYand/or MCCMC documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY and/or MCCMC as soon as possible, but not later than thirty Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 v 08.22 3 (30) days after termination. 6. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY and MCCMC. CITY and MCCMC may use said property for any purpose, including projects not contemplated by this Agreement. 7. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 8. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 9. INSURANCE REQUIREMENTS. During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless the CITY, the Cities and Towns of Marin County, and the MCCMC, and their officers, agents, employees and volunteers (collectively, the “City Indemnitees”), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively “CLAIMS”), arising out of CONSULTANT’S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees’share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT’s work or Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 v 08.22 4 work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT’S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY’S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys’ fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney’s fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 11. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 12. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 v 08.22 5 Agreement, to the other party. 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To CITY’s Project Manager: Cristine Alilovich 1400 Fifth Avenue San Rafael, CA 94901 To CONSULTANT’s Project Director: Azalea Renfield 8700 Burton Way, Apt. 308 Los Angeles, CA 90048 15. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY, the Cities and Towns of Marin County, or the MCCMC. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 v 08.22 6 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties’ respective successors and assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 v 08.22 7 each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. [Signatures are on the following page.] Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 v 08.22 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: _________________________________ CRISTINE ALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney _________________________________ By: ANDREA VISVESHWARA, Chief Assistant City Attorney ATTEST: City Clerk _________________________________ LINDSAY LARA, City Clerk CONSULTANT: __________________________________ Name: AZALEA RENFIELD Title: Project Director [If CONSULTANT is a corporation, add signature of second corporate officer] __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 Rev. 08.22 A-1 EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT’s proposal, which is attached to this Exhibit A. Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 Exhibit A EXHIBIT A MCCMC LEGISLATIVE COMMITTEE Legislative Analyst Duties Updated January 2025 Attend monthly MCCMC Legislation Committee meeting and occasional emergency meetings. The regular meetings are currently the fourth Monday of the month at 8:00 am at San Rafael City Hall. At this time, meetings are held via Zoom (may change to in- person). General Duties of the Legislative Analyst: • Keeping abreast of legislation & ballot measures that are consistent with the committee’s scope of advocacy • Preparing update reports and letters for Committee Chair • Preparing Committee Agenda • Collecting and distributing supporting documents or web links • Report on bill content at meetings - Flag bills on which committee took position if bill is subsequently amended • Drafting position letters for Committee Chair • Preparing notes on meeting discussion and action for the Chair • Liaison with local office of the Marin Assembly member and Senator and League of California Cities rep • Liaison with Local Office of Congressional representatives • Other duties as assigned Agenda Preparation and Distribution Prepare and distribute agendas for regular committee meetings, for emergency meeting, if any, and for meetings requested by California legislators’ office or that of Congressional representatives. Prepare list of potential bills of interest with League position and position of Marin County and/or Marin Towns/Cities. Responsibility: League rep for League bills and lobbyist for non-League bills. Using above bill list, prepare the draft agenda in conjunction with the Lobbyist, League Rep, and committee chair. Include when appropriate requests from assembly member or senate staff for a position. The agenda should include information on priority bills or “hot” bills, which require urgent action, along with bill titles and descriptions, summaries (if available), legislator's fact sheets from the authors of the bill, as well as League Committee analyses, the LAO analysis (if available), or the staff of the committees hearing the bill, and a URL for full text of bills on-line. Gather information on upcoming League & MCCMC meetings to be included on agenda. Forward draft agenda: 10 calendar days prior to the meeting to the Chair as a word document for review agenda & approval. Send out final agenda via e-mail to Committee Distribution List week before the meeting is ideal, but last-minute legislative action often delays the distribution until Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 Exhibit A EXHIBIT A the Thursday before the meeting. Emailed packet includes the agenda, bill summaries, urls to full text, and other documentation described above. Prepare updates on bills of specific areas of interest with info lobbyists and league rep will help Keep the distribution list updated. The list includes committee voting members (representatives from the council of Marin cities), and League representative, usually the North Bay Public Affairs manager of the League of CA Cities, Marin legislative aides, lobbyist, San Rafael City Manager, County Administrator, and others who may be interested. Attend monthly meetings and prepare notes of the meeting. Notes include brief summaries of the pro/con discussion and any position taken by vote of committee on bills or relevant matters. Copies of the notes are sent to the chair as soon as possible after the meeting. Keep and update a spreadsheet of bills, positions, dates position taken, amendments to the bills or changes of position. Distribute to committee monthly. Set up zoom meeting or in-person meeting location and phone connection to lobbyist. Letters in Support/Opposition Research and prepare draft letters for approval by the Chair. Letters should include Marin specific information where material. Contact staff regarding potential impact on individual city/town. Contact Marin County legislative staff when necessary. Letters can be prepared using the League or the Lobbyist template when consistent with the position of the committee. Staff will obtain templates and dispatch it to the Chair for signature within 3 working days after committee meeting. Initial position letters will be sent out to the legislators no later than 5 calendar days after the meeting, or sooner for urgency matters, if at all possible. Follow up letters requested when a bill on which the committee has taken a position is sent to another committee or house in the legislature should be sent out within 2 days of the request. Send a Word document to the Chair for review. Obtain chair’s signature on final letters. Prepare PDF of signed letter and distribute to author of the bill and chair of the committee hearing the bill, with ccs to local Assembly Member and Senator, League of California Cities, MCCMC lobbyist. If the bill is still controversial when it reaches the governor's desk, a letter is sent to the governor. All letters sent should be cc'd to the chair. Committee positions, if any, on initiatives that have qualified for the ballot should also be provided to Initiative author or committee. The Lobbyist or League Representative are sources for contact information for the relevant legislators and other designated recipients. Other sources exist, as needed. Keep a file of all final, signed letters. Preparing Updated Reports and Letters for Committee Chair • Forward updates from Legislative Offices, advocates, League of California Cities, and Lobbyist if the chair is not on their email roster. • Track bills on which MCCMC legislative committee has taken a position. Prepare letters on amended bills. Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 Exhibit A EXHIBIT A Liaison with Elected Officials in Sacramento and Washington Regular contact with local offices of Assembly member and Senator Contact with CA Congressional representatives when necessary Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 Rev. 08.22 B-1 EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. Automobile liability. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one hundred thousand dollars ($100,000) per occurrence. 3. Professional liability. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. Workers’ compensation. If it employs any person, CONSULTANT shall maintain workers’ compensation insurance, as required by the State of California, with statutory limits, and employer’s liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT’s workers’ compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT’s insurance policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The “primary and noncontributory” coverage in CONSULTANT’S policies shall be at least as broad as Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 v 08.22 B-2 ISO form CG20 01 04 13. 3. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY’S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10.CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 v 08.22 B-3 such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR’s. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney’s fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the CITY. Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 Docusign Envelope ID: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 Certificate Of Completion Envelope Id: DD5AA37C-EE16-48B4-9D08-F7F8388D9055 Status: Completed Subject: DocuSign: PSA with Discerning Elephant for MCCMC Part Time Legislative Analyst Services Source Envelope: Document Pages: 16 Signatures: 3 Envelope Originator: Certificate Pages: 4 Initials: 0 Nataly Torres AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Nataly.Torres@cityofsanrafael.org IP Address: 2600:1700:9750: Record Tracking Status: Original 8/27/2025 12:52:36 PM Holder: Nataly Torres Nataly.Torres@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp Andrea Visveshwara Andrea.Visveshwara@cityofsanrafael.org Chief Assistant City Attorney City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 8/27/2025 2:17:51 PM Viewed: 8/29/2025 9:48:17 AM Signed: 8/29/2025 9:48:58 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Cristine Alilovich cristine.alilovich@cityofsanrafael.org City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2601:645:e82:6d80:a1ea:22b0:5207:750b Sent: 8/29/2025 9:48:59 AM Viewed: 8/31/2025 9:56:51 AM Signed: 8/31/2025 9:57:01 AM Electronic Record and Signature Disclosure: Accepted: 8/8/2025 5:50:59 PM ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306 Lindsay Lara Lindsay.Lara@cityofsanrafael.org City Clerk City of San Rafael Signing Group: City Clerk Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 8/31/2025 9:57:02 AM Viewed: 9/2/2025 9:44:23 AM Signed: 9/2/2025 9:44:34 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/27/2025 2:17:51 PM Certified Delivered Security Checked 9/2/2025 9:44:23 AM Signing Complete Security Checked 9/2/2025 9:44:34 AM Completed Security Checked 9/2/2025 9:44:34 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of San Rafael: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: city.clerk@cityofsanrafael.org To advise City of San Rafael of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at city.clerk@cityofsanrafael.org and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM Parties agreed to: Cristine Alilovich previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of San Rafael To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of San Rafael To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check- box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of San Rafael as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of San Rafael during the course of your relationship with City of San Rafael.