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HomeMy WebLinkAboutFin ERP Consulting and Staff Augmentation Services; A1 v. Feb 2025 Page 1 AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF SAN RAFAEL AND ________________________________ FOR ________________________________________________________ Original Contract Execution Date: ________________, Contract No._______________________ Amendment No. ___ THE ABOVE-NAMED CONTRACT is hereby amended by the parties as set forth herein by the checked boxes below and is effective on _____________________. ☐ SCOPE OF WORK: The Scope of Work is hereby amended in Exhibit A-__, attached hereto and incorporated by reference. ☐ COMPENSATION: The parties agree to increase the not-to-exceed amount by $____________, and to increase the total not-to-exceed amount under the Contract to $_________________. ☐ TERM OF CONTRACT: For Contractor to perform the additional or amended work described herein, the term of this Contract shall be extended to ______________________. Except as specifically amended herein, all other provisions, terms and obligations of the Contract between the parties shall remain valid and shall be in full force. 498,000 November 1, 2024 1 X 1 For City Clerk Use Only: April 1, 2027 X 348,000 KRISCH & COMPANY, AN ACCOUNTANCY CORPORATION X CONSULTING AND STAFF AUGMENTATION SERVICES N/A April 1, 2027 Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D August 28, 2025 2025-0033 v. Feb 2025 Page 2 IN WITNESS WHEREOF, the parties have executed this Amendment on the day, month, and year first specified below. CITY OF SAN RAFAEL: _________________________________ ________________________________, _________________________________ Executed on:_______________________ APPROVED AS TO FORM: Office of the City Attorney _________________________________ ________________________________, _________________________________ ATTEST: City Clerk _________________________________ ________________________________, _________________________________ CONTRACTOR: __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ [If Contractor is a corporation, second corporate officer signature required] __________________________________ By: ____________________________ Name: ____________________________ Title: _____________________________ Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D CEO Krisch & Company Katherine Yeun Krisch Andrea Visveshwara Chief Assistant City Attorney Cristine Alilovich City Manager August 28, 2025 City Clerk Lindsay Lara EXHIBIT A SCOPE OF WORK This is an Exhibit attached to, and made a part of the Contract by and between Contractor and the City providing for the referenced services. The Scope of Work includes: 1. Description of the Work: 1.1 Description: Per original contract 2. Specific Tasks: As part of the Scope of Work, the Contractor shall perform the following tasks: 2.1 Task 1 – ERP Phase 1 (Financials) • Includes 160 additional hours for implementation of additional modules / functionality and further Financials support. 2.2 Task 2 – ERP Phase 2 (Human Resources Management / Payroll) • Krisch staff would attend Tyler implementation meetings. • Krisch staff would attend internal staff meetings to discuss and ensure that the software is carrying out City policies and procedures as intended while ensuring efficiency and best practice. • Krisch would provide Technical Project Management services including guiding policy discussions with the Steering Committee (or applicable upper management), change management discussions City-wide, and coordinating staffing/training with upper management. • Krisch staff will conduct the majority of the technical implementation for Phase 2 including all module set up and training of other City staff. • Krisch staff will provide data entry and testing to ensure the system is ready for go live. 2.3 Task 3 – Staff Backfill Support • Krisch resources will be provided to support baseline operational needs resulting from temporary staff vacancies due to approved leave of absences. METHOD OF PAYMENT Subject to the terms and conditions of this Contract, Contractor shall be paid on a basis set forth herein by the checked boxes below: ☐ A fixed fee for the work performed Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D -1 ☒ An hourly rate for the work performed is based on the following hourly rates: Method of Payment – Per original contract. Billing Rates: – END OF EXHIBIT A – Calendar Year Calendar Year Calendar Year 2025 2026 2027 Hourly Hourly Hourly Rates Rates Rates Partners $363 $363 $363 Managers $205 to $235 $208 to $245 $214 to $250 Sr. Consultant $225 $225 $225 Payroll Specialist $167 $170 $173 Supervisors $144 to $170 $146 to $173 $150 to $180 Senior Associates $130 to $140 $135 to $145 $137 to $150 Associates $95 to $113 $100 to $115 $103 to $120 Accounting Technicians $75 $77 $79 Administrative Staff $76 $77 $80 Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. All following documents are attached as reference material. RESPONSIBLE PARTY DESCRIPTION COMPLETED Project Manager Email PINS insurance request to Contractor ☐ City Attorney’s Office Review, revise as needed, and approve agreement as to form Department Director Review and approve agreement Risk Management Confirm insurance documentation is complete Finance Review and sign off on funding availability TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Project Manager: Contractor Name: Contractor’s Contact: Contact’s Email: City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700 X Heatherr@krischcpas.com Krisch & Company Paul Navazio 10/7/2024 X Finance Heather Rowden Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D Rev. 08.22 1 AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND KRISCH & COMPANY. AN ACCOUNTANCY CORPORATION FOR CONSULTING AND STAFF AUGMENTATION 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"), and KRISCH & COMPANY, An Accountancy Corporation, a California 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 A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled “SCOPE OF SERVICES”; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. 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.” CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated September 16, 2024 (“Proposal”) set forth in Exhibit A, which constitutes the basis for this Agreement. 2. COMPENSATION. In consideration for CONSULTANT’s complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT at the unit rates and rates per hour for labor, as set forth in Exhibit A, for a total amount not to exceed $150,000. * 1 @ v A ? A C Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D v 08.22 2 CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City’s receipt of invoice. 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 the October 1, 2024 of this Agreement and terminate on August 31, 2025. 4. PROJECT COORDINATION. A. CITY’S Project Manager. Finance Director 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. Katherine Krisch 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 CITY 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 as soon as possible, but not later than thirty (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. CITY may use said property for any purpose, including projects not contemplated by this Agreement. Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D v 08.22 3 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 CITY, its 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 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 Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D v 08.22 4 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 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: Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D v 08.22 5 To CITY’s Project Manager: Paul Navazio, Finance Director 1400 Fifth Avenue San Rafael, CA 94901 To CONSULTANT’s Project Director: Katherine Yuen Krisch Krisch & Company 3478 Buskirk Avenue, Suite 215 Pleasant Hill, CA 94523 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. 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. 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 Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D v 08.22 6 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, 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: B394C30F-F771-4A88-8E19-A845C2FE254D v 08.22 7 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: ROBERT F. EPSTEIN, City Attorney ATTEST: City Clerk _________________________________ LINDSAY LARA, City Clerk CONSULTANT: By: Name: Katherine Yuen Krisch Title: Chief Executive Officer [If CONSULTANT is a corporation, add signature of second corporate officer] By: Name: Title: / # - $ ) - $ . # — * 1 @ v A ? A C @ ? w B A ˜ 1 D W K H U L Q H 1 U L V F K Robert F. Epstein (Nov 1, 2024 10:37 PDT) Robert F. Epstein ristine 'i'ovi# (Nov 1, 2024 10:фх PDT) )ristine 'OiOoYiFK renn N0r(i (!or) (Nov 1, 2024 11:0ф PDT) (rennD 4XrPi Ior Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D 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: B394C30F-F771-4A88-8E19-A845C2FE254D 3478 Buskirk Avenue, Suite 215 Pleasant Hill, CA 94523 T 925.930.0902 W krischcpas.com September 16, 2024 Paul Navazio Finance Director City of San Rafael 1375 5th Avenue, San Rafael, CA 95901 Dear Paul: This letter is to confirm our understanding of the terms and objectives of our engagement with the City of San Rafael (City), California, as well as the nature and limitations of the services we will provide. From the period October 1, 2024, to August 31, 2025, we will provide the following services to the City: 1. Staff Augmentation -- various accounting services that may include the following: o General Accounting  Day-to-day operations  Month-end close process o Accounts Payable support o Business License support  Ongoing operations  Annual renewal process o Special Projects 2. ERP Implementation Support -- assistance in various aspects of the City’s ERP Implementation Project. The project consists of design, configuration and testing of the full suite of Tyler/Munis (ERP) modules, including: o General Ledger / Chart of Accounts, o Budget, o Purchasing / Accounts Payable, o Contract Management, o Project/Grants Accounting, o General Billing, o Human Resources Management, and o Payroll Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D 3478 Buskirk Avenue, Suite 215 Pleasant Hill, CA 94523 T 925.930.0902 W krischcpas.com The total maximum fee for the above services is $150,000. Our fees will be based on the amount of actual time required at various levels of responsibility of our staff. We also charge half of our hourly rates for travel time. Below are the 2024 and 2025 billing rates of our professional staff: Our billing rates are adjusted annually on Jan 1. Our engagement is limited to the time period and the accounting services indicated above. As our services are limited in nature, we do not verify or audit any of the information you provide to us. If we notice that an amount appears unusual or out of the ordinary, we will call it to your attention, but our engagement cannot be relied upon to disclose errors, fraudulent financial reporting, misappropriation of assets, or noncompliance with laws and regulations that may have occurred. However, we will inform the appropriate level of management of any material errors and of any evidence or information that comes to our attention during the performance of our engagement that fraud may have occurred. We will also report to the appropriate level of management any evidence or information that comes to our attention regarding noncompliance with laws and regulations that may have occurred, unless it is clearly inconsequential. By your signature below, you understand and agree that you are responsible for preventing and detecting fraud. Should you wish us to expand our procedures to include additional work and investigations, we will arrange this with you in a separate engagement letter. Our fees and costs for work will be billed monthly. Invoices unpaid 30 days past the billing date may be deemed delinquent and are subject to an interest charge of 1.0% per month. We reserve the right to suspend our services or to withdraw from this engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due us, you agree to reimburse us for our costs of collection, including attorneys' fees. If billings are past due in excess of 90 days of the invoice date, at our election, we may stop all work until your account is brought current or withdraw from this engagement. The City acknowledges and agrees that we are not required to continue work in the event of the City’s failure to pay on a timely basis for services rendered as required by this engagement letter. The City further acknowledges and agrees that in the event we stop work or withdraw from this engagement as a result of the City’s failure to pay on a timely basis for services rendered as required by this engagement letter, we shall not be liable for any damages that occur as a result of our ceasing to render services. It is our policy to keep records related to this engagement for seven years. However, we do not keep any original client records, so we will return those to you at the completion of the services rendered under this engagement. It is your responsibility to retain and protect your records (which includes any work product we provide to you as well as any records that we return) for possible future use, including potential examination by government or regulatory agencies. We do not accept responsibility for hosting client information; therefore, you have the sole responsibility for ensuring you retain and maintain in your possession all your financial and non-financial information, data and records. Calendar Year Calendar Year 2024 2025 Hourly Hourly Rates Rates Partners $346 $363 Managers $200 to $225 $210 to $236 Sr. Consultant $225 $225 Payroll Specialist $159 $167 Supervisors $140 to $195 $144 to $200 Senior Associates $124 to $131 $130 to $140 Associates $94 to $108 $99 to $113 Administrative Staff $76 $80 Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D 3478 Buskirk Avenue, Suite 215 Pleasant Hill, CA 94523 T 925.930.0902 W krischcpas.com If a dispute arises among the parties hereto, the parties agree to first try in good faith to settle the dispute by mediation administered within the county of Contra Costa, California, by a mediation organization, under its applicable rules for resolving professional accounting and related services disputes before resorting to litigation. The costs of any mediation proceeding shall be shared equally by all parties. If, after full consideration and consultation with counsel if so desired, you agree that the foregoing terms shall govern this engagement, please sign the copy of this letter in the space provided and return the original signed letter to me, keeping a fully executed copy for your records. Thank you for your attention to this matter, and please contact me with any questions that you may have. Very truly yours, Krisch & Company ACCEPTED AND AGREED: RESPONSE: This letter correctly sets forth the understanding of City. By: ________________________________________ Title: ________________________________________ Date: ________________________________________ Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D 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 million dollars ($1,000,000) 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: B394C30F-F771-4A88-8E19-A845C2FE254D 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: B394C30F-F771-4A88-8E19-A845C2FE254D 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: B394C30F-F771-4A88-8E19-A845C2FE254D CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. Step RESPONSIBLE DEPARTMENT DESCRIPTION COMPLETED DATE REVIEWER Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org n/a 10/2/2024 ☒ ☒ 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 10/2/2024 ☒ ☒ 3 Department Director Approval of final agreement form to send to contractor ☒ 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature ☒ 5 Project Manager When necessary, contractor-signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval ☐ N/A Or 10/7/2024 ☒ PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 10/8/2024 VB 7 City Attorney Review and approve hard copy of signed agreement 10/24/24 RFE 8 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Finance Project Manager: Paul Navazio Extension: 3062 Contractor Name: Krisch & Company, An Accountancy Corporation Contractor’s Contact: Katherine Krisch Contact’s Email: Katherinek@krischcpas.com ☐ FPPC: Check if Contractor/Consultant must file Form 700 Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D Professional-Services-Agreement-Krisch Company Final Audit Report 2024-11-01 Created:2024-11-01 By:Laraine Gittens (laraine.gittens@cityofsanrafael.org) Status:Signed Transaction ID:CBJCHBCAABAAKd8McjGXlW9SjCTbiVF6JNla8geOwSJV "Professional-Services-Agreement-Krisch Company" History Document created by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-11-01 - 0:03:12 AM GMT Document emailed to Katherine Krisch (katherinek@krischcpas.com) for signature 2024-11-01 - 0:04:42 AM GMT Email viewed by Katherine Krisch (katherinek@krischcpas.com) 2024-11-01 - 5:32:18 PM GMT Document e-signed by Katherine Krisch (katherinek@krischcpas.com) Signature Date: 2024-11-01 - 5:32:53 PM GMT - Time Source: server Document emailed to rob.epstein@cityofsanrafael.org for signature 2024-11-01 - 5:32:57 PM GMT Email viewed by rob.epstein@cityofsanrafael.org 2024-11-01 - 5:37:33 PM GMT Signer rob.epstein@cityofsanrafael.org entered name at signing as Robert F. Epstein 2024-11-01 - 5:37:49 PM GMT Document e-signed by Robert F. Epstein (rob.epstein@cityofsanrafael.org) Signature Date: 2024-11-01 - 5:37:51 PM GMT - Time Source: server Document emailed to Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) for approval 2024-11-01 - 5:37:53 PM GMT Email viewed by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) 2024-11-01 - 5:49:48 PM GMT Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D Document approved by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) Approval Date: 2024-11-01 - 5:49:54 PM GMT - Time Source: server Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-11-01 - 5:49:56 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-11-01 - 5:55:57 PM GMT Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-11-01 - 5:56:12 PM GMT Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-11-01 - 5:56:14 PM GMT - Time Source: server Document emailed to brenna.nurmi@cityofsanrafael.org for signature 2024-11-01 - 5:56:17 PM GMT Email viewed by brenna.nurmi@cityofsanrafael.org 2024-11-01 - 6:05:25 PM GMT Signer brenna.nurmi@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-11-01 - 6:05:52 PM GMT Document e-signed by Brenna Nurmi (for) (brenna.nurmi@cityofsanrafael.org) Signature Date: 2024-11-01 - 6:05:54 PM GMT - Time Source: server Agreement completed. 2024-11-01 - 6:05:54 PM GMT Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D MINUTES SAN RAFAEL CITY COUNCIL - MONDAY, OCTOBER 7, 2024 SPECIAL MEETING AT 4:00 P.M. San Rafael Third Floor Conference Room 1400 Fifth Avenue, San Rafael, CA 94901 Watch Online: Watch on Zoom Webinar: https://tinyurl.com/sm-2024-10-07 Listen by phone: (669) 444-9171 ID: 844-3204-9611# One Tap Mobile: +16694449171,,84432049611# US Present: Vice Mayor Hill Councilmember Kertz Mayor Kate Absent: Councilmember Bushey Councilmember Llorens Gulati Also Present: City Clerk Lindsay Lara Assistant City Manager Angela Robinson Piñon Mayor Kate called the meeting to order at 4:02 p.m. and requested City Clerk Lindsay Lara call the roll. Councilmembers Bushey and Llorens Gulati were absent. INTERVIEWS: 1. Interviews a. Planning Commission Interviews Interview Applicants and Make One Appointment to Fill One Unexpired Four-Year Term Through the End of October 2027 on the Planning Commission Due to the Resignation of Shingai Samudzi (CC) Recommended Action – Make Appointment City Clerk Lindsay Lara provided comments related to the attendance of the applicants. Robert Sandoval withdrew his application, and two applicants were unable to attend due to unplanned scheduling conflicts and did express the desire to be interviewed at another date. Vice Mayor Hill moved and Councilmember Kertz seconded to continue Agenda Item 1.a to a date uncertain. AYES: Councilmembers: Hill, Kertz & Mayor Kate NOES: Councilmembers: None ABSENT: Councilmembers: Bushey & Llorens Gulati CONSENT CALENDAR: Mayor Kate invited public comment. Speaker: Name withheld Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D 2 Councilmember Kertz moved and Vice Mayor Hill seconded to approve the Consent Calendar. 2. Consent Calendar Items: a. Approval of Minutes Approve the Regular City Council Meeting Minutes of September 16, 2024 (CC) Approved as submitted b. Fire Commission Appointment Appointment of Alternate Member Brian Waterbury to a Regular Voting Member on the Fire Commission through the End of October 2028 Due to the Expiration of Term of Thomas Weathers (CC) Approved appointment c. Proclamations Proclamations in Recognition of Cybersecurity Awareness Month and Fire Prevention Week Received and filed d. Information Technology Services Agreement Renewal Authorize the City Manager to Execute an Agreement with Addendum with Xantrion, Inc., for Information Technology Services from November 1, 2024, through October 31, 2025, in an Amount Not to Exceed $1,166,700 (DS) Authorized the City Manager to execute an agreement with addendum with Xantrion, Inc., for information technology services from November 1, 2024, through October 31, 2025, in an amount not to exceed $1,166,700 e. Marin County Multi-Jurisdictional Local Hazard Mitigation Plan Resolution Adopting the 2024 Marin County Multi-Jurisdictional Local Hazard Mitigation Plan and the City of San Rafael Annex (FD) Resolution 15346 - Resolution Adopting the 2024 Marin County Multi-Jurisdictional Local Hazard Mitigation Plan and the City of San Rafael Annex f. Marin Wildfire Prevention Authority (MWPA) Joint Powers Authority Agreement Resolution Approving the Amended Marin Wildfire Prevention Authority (MWPA) Joint Powers Authority Agreement (FD) Resolution 15347 - Resolution Approving the Amended Marin Wildfire Prevention Authority (MWPA) Joint Powers Authority Agreement g. Quitclaim of a Sewer Easement at 1075 Francisco Boulevard East Resolution Electing to Vacate the 20-Foot Sewer Easement and Authorizing Execution of a Quitclaim Deed at 1075 Francisco Boulevard East, APN 009-191-37, San Rafael, California (SRSD) Resolution 15348 - Resolution Electing to Vacate the 20-Foot Sewer Easement and Authorizing Execution of a Quitclaim Deed at 1075 Francisco Boulevard East, APN 009-191-37, San Rafael, California Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D 3 h. Tyler Enterprise Resource Planning (ERP) Project Support Authorize the City Manager to Negotiate and Enter into a Professional Services Agreement with Krisch and Company for Consulting and Staff Augmentation Services in an Initial Not- To-Exceed Amount of $150,000, and Further Authorize the City Manager to Amend the Contract Up to a Total Not-To-Exceed Amount of $500,000 Through the Duration of the Enterprise Resource Planning Implementation Project Authorized the City Manager to negotiate and enter into a Professional Services Agreement with Krisch and Company for consulting and staff augmentation services, in an initial not-to-exceed amount of $150,000, and further authorized the City Manager to amend the contract up to a total not-to-exceed amount of $500,000 through the duration of the Enterprise Resource Planning Implementation Project i. Prohibition of Camping on South Mahon Creek Path Order of the San Rafael City Council Authorizing the Prohibition of Camping on the Southern Portion of the Mahon Creek Path Between Lincoln Avenue and Andersen Drive (CM) Resolution 15349 - Order of the San Rafael City Council Authorizing the Prohibition of Camping on the Southern Portion of the Mahon Creek Path Between Lincoln Avenue and Andersen Drive AYES: Councilmembers: Hill, Kertz & Mayor Kate NOES: Councilmembers: None ABSENT: Councilmembers: Bushey & Llorens Gulati ADJOURNMENT Mayor Kate adjourned the meeting at 4:08 p.m. ___________________________ LINDSAY LARA, City Clerk APPROVED THIS _____DAY OF____________, 2024 _____________________________________ KATE COLIN, Mayor OPEN SESSION – IMMEDIATELY FOLLOWING THE SPECIAL MEETING ADJOURNMENT 1. Mayor Kate to announce Closed Session items. Mayor Kate announced the Closed Session items and invited public comment; however, there was none. CLOSED SESSION – IMMEDIATELY FOLLOWING THE SPECIAL MEETING ADJOURNMENT 2. Closed Session: a. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION Government Code Section 54956.9(d)(1) Dean Karnazes v. City of San Rafael (Marin County Court Case No. CV0000492) b. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION Government Code Section 54956.9(d)(1) Paul Crimmins v. City of San Rafael (WCAB Case No. ADJ10862084) Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D 4 c. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Government Code Section 54956.9(d)(4) Initiation of litigation (One case) Docusign Envelope ID: B394C30F-F771-4A88-8E19-A845C2FE254D Certificate Of Completion Envelope Id: B394C30F-F771-4A88-8E19-A845C2FE254D Status: Completed Subject: DocuSign: Amendment with Krisch & Company for Consulting Services Source Envelope: Document Pages: 26 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 4 Paul Navazio AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Paul.Navazio@cityofsanrafael.org IP Address: 199.88.113.8 Record Tracking Status: Original 8/13/2025 1:57:44 PM Holder: Paul Navazio Paul.Navazio@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp Paul Navazio paul.navazio@cityofsanrafael.org Finance Director City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 8/13/2025 4:22:30 PM Viewed: 8/14/2025 9:17:28 AM Signed: 8/14/2025 9:17:49 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 8/14/2025 9:17:52 AM Viewed: 8/14/2025 12:06:18 PM Signed: 8/14/2025 12:06:29 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Van Bach vanb@cityofsanrafael.org Signing Group: Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 8/14/2025 9:17:52 AM Viewed: 8/14/2025 9:51:20 AM Signed: 8/14/2025 9:51:36 AM Electronic Record and Signature Disclosure: Accepted: 8/14/2025 9:51:20 AM ID: e5dd0740-94ca-4c9b-be6c-d8d4dee9bde3 Katherine Yeun Krisch katherinek@krischcpas.com CEO Krisch & Company Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.162.254.193 Sent: 8/14/2025 12:06:31 PM Viewed: 8/14/2025 2:13:13 PM Signed: 8/14/2025 2:14:47 PM Electronic Record and Signature Disclosure: Accepted: 8/14/2025 2:13:13 PM ID: 86d6b77f-f617-406e-a2c9-7cb684e56221 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: 8/14/2025 2:14:51 PM Viewed: 8/18/2025 8:51:25 AM Signed: 8/18/2025 8:52:17 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 8/14/2025 2:14:51 PM Viewed: 8/26/2025 2:47:16 PM Signed: 8/26/2025 2:47:23 PM 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:e82:6d80:9cd4:826e:25eb:faf0 Sent: 8/26/2025 2:47:26 PM Viewed: 8/28/2025 7:53:00 PM Signed: 8/28/2025 7:53:08 PM 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: 8/28/2025 7:53:11 PM Viewed: 8/29/2025 9:35:31 AM Signed: 8/29/2025 9:49:53 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Using IP Address: 199.88.113.8 Sent: 8/13/2025 2:20:34 PM Viewed: 8/13/2025 3:53:33 PM Completed: 8/13/2025 4:22:29 PM Electronic Record and Signature Disclosure: Not Offered via Docusign 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 8/13/2025 2:20:34 PM Envelope Updated Security Checked 8/13/2025 4:22:29 PM Certified Delivered Security Checked 8/29/2025 9:35:31 AM Signing Complete Security Checked 8/29/2025 9:49:53 AM Completed Security Checked 8/29/2025 9:49:53 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From 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