Loading...
HomeMy WebLinkAboutPW On-Call Traffic Engineering 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. N/A June 30, 2026 for City Clerk use only: Exp 6/30/2026 ITERIS, INC. September 29, 2024 ON-CALL TRAFFIC ENGINEERING SERVICES X 1 Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F October 30, 2025 L8.0075.A1 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: 143DDAE3-4EE2-4334-8A56-3435BDED475F Regional Vice President Steven Bradley Steven Bradley Vice President, Legal & Asst. Secretary Khristine Arakaki Khristine Arakaki Chief Assistant City Attorney Andrea Visveshwara Cristine Alilovich City Manager October 30, 2025 City Clerk Lindsay Lara 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 Iteris X Shannon Mackle (for Kelly Abey) Monique Fuhrman mfuhrman@iteris.com Public Works Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F Rev. 08.22 1 AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND ITERIS, INC. FOR ON-CALL TRAFFIC ENGINEERING SERVICES This Agreement is made and entered into as of ________________________ , by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and ITERIS, INC., a Delaware corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be refe RECITALS A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A 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, 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 CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated August 6, 2024 Exhibit A, which constitutes the basis for this Agreement. 2. COMPENSATION. In consideration for 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 1 HсшѶспсу Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F v 08.22 2 $75,000. 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 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 Effective Date of this Agreement and terminate on November 30, 2025. 4. PROJECT COORDINATION. A. Joanna Kwok 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 shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Monique Fuhrman 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. Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F v 08.22 3 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. 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, (colle CLAIMS , arising out of CONSULTANT 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 share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT performance of or operations under this Agreement, Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F v 08.22 4 CONSULTANT shall provide a defense to the City Indemnitees or at option reimburse the City Indemnitees 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, C 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. Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F v 08.22 5 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 Joanna Kwok, Assistant Public Works Director 111 Morphew Street San Rafael, CA 94901 To CONSULTANT Monique Fuhrman, PE 1999 Harrison Street, Suite 1675 Oakland, CA 94612 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, Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F v 08.22 6 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 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. Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F v 08.22 7 [Signatures are on the following page.] Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F 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: ROBERT F. EPSTEIN, City Attorney ATTEST: City Clerk _________________________________ LINDSAY LARA, City Clerk CONSULTANT: __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ [If CONSULTANT is a corporation, add signature of second corporate officer] __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ 0G: JL$ѵHKL AMҗ1 HсхѶспсурфѷтс."2Ҙ Uobert I. Hpsteiu JAKLAF DADGNA;#җ1 HсшѶспсурпѷуп."2Ҙ Fristine Dlilovich J FF9,MJEAҗ!GJҘҗ1 HтпѶспсупцѷту."2Ҙ Erenna Qurmi for Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F 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 s proposal, which is attached to this Exhibit A. Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F 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. . If it employs any person, CONSULTANT shall ($1,000,000) per accident for bodily injury or disease. 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. 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 any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The CONSULTANT policies shall be at least as broad as Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F v 08.22 B-2 ISO form CG20 01 04 13. 3. Except for professional liability insurance 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 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: 143DDAE3-4EE2-4334-8A56-3435BDED475F 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. 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, attor 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: 143DDAE3-4EE2-4334-8A56-3435BDED475F Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F 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 Click here to enter a date. 8/21/2024 ☐ ☒SM 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 9/11/2024 9/11/2024 ☒ NT ☒ NT 3 Department Director Approval of final agreement form to send to contractor 9/11/2024 ☒ AM 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature 9/12/2024 ☒ 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 Click here to enter a date. ☐ PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 9/13/24 SM 7 City Attorney Review and approve hard copy of signed agreement 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: Public Works Project Manager: Shannon Mackle (for Joanna Kwok) Extension: 3353 Contractor Name: Iteris Contractor’s Contact: Monique Fuhrman Contact’s Email: mfuhrman@iteris.com ☐ FPPC: Check if Contractor/Consultant must file Form 700 Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F PSA - Iteris - Traffic Engineering Services Final Audit Report 2024-09-30 Created:2024-09-26 By:Shannon Mackle (shannon.mackle@cityofsanrafael.org) Status:Signed Transaction ID:CBJCHBCAABAAK3aPH87xUJEfvRzxHrB1jJiIjZNRNXBV "PSA - Iteris - Traffic Engineering Services" History Document created by Shannon Mackle (shannon.mackle@cityofsanrafael.org) 2024-09-26 - 8:08:14 PM GMT- IP address: 199.88.113.8 Document emailed to Nataly Torres (nataly.torres@cityofsanrafael.org) for approval 2024-09-26 - 8:10:35 PM GMT Email viewed by Nataly Torres (nataly.torres@cityofsanrafael.org) 2024-09-26 - 8:11:18 PM GMT- IP address: 199.88.113.8 Document approved by Nataly Torres (nataly.torres@cityofsanrafael.org) Approval Date: 2024-09-26 - 8:42:04 PM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to rob.epstein@cityofsanrafael.org for signature 2024-09-26 - 8:42:06 PM GMT Document shared with Jonathan Schellin (jonathans@cityofsanrafael.org) by Shannon Mackle (shannon.mackle@cityofsanrafael.org) 2024-09-26 - 9:59:11 PM GMT- IP address: 199.88.113.8 Email viewed by rob.epstein@cityofsanrafael.org 2024-09-26 - 10:31:46 PM GMT- IP address: 104.28.124.163 Signer rob.epstein@cityofsanrafael.org entered name at signing as Robert F. Epsteiu 2024-09-26 - 10:32:24 PM GMT- IP address: 104.28.124.163 Document e-signed by Robert F. Epsteiu (rob.epstein@cityofsanrafael.org) Signature Date: 2024-09-26 - 10:32:26 PM GMT - Time Source: server- IP address: 104.28.124.163 Document emailed to city.clerk@cityofsanrafael.org for approval 2024-09-26 - 10:32:28 PM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-09-26 - 10:35:33 PM GMT- IP address: 104.47.65.254 Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi 2024-09-26 - 10:35:41 PM GMT- IP address: 199.88.113.8 Document approved by Brenna Nurmi (city.clerk@cityofsanrafael.org) Approval Date: 2024-09-26 - 10:35:43 PM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-09-26 - 10:35:45 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-09-27 - 11:31:44 PM GMT- IP address: 76.253.12.236 Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-09-29 - 5:39:58 PM GMT- IP address: 71.198.110.147 Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-09-29 - 5:40:00 PM GMT - Time Source: server- IP address: 71.198.110.147 Document emailed to city.clerk@cityofsanrafael.org for signature 2024-09-29 - 5:40:02 PM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-09-30 - 2:33:41 PM GMT- IP address: 104.47.64.254 Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-09-30 - 2:33:58 PM GMT- IP address: 199.88.113.8 Document e-signed by Brenna Nurmi (for) (city.clerk@cityofsanrafael.org) Signature Date: 2024-09-30 - 2:34:00 PM GMT - Time Source: server- IP address: 199.88.113.8 Agreement completed. 2024-09-30 - 2:34:00 PM GMT Docusign Envelope ID: 143DDAE3-4EE2-4334-8A56-3435BDED475F Certificate Of Completion Envelope Id: 143DDAE3-4EE2-4334-8A56-3435BDED475F Status: Completed Subject: DocuSign: Amendment with Iteris for On-Call Traffic Engineering Services Source Envelope: Document Pages: 22 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 4 Shannon Mackle AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Shannon.Mackle@cityofsanrafael.org IP Address: 199.88.89.34 Record Tracking Status: Original 10/24/2025 1:12:20 PM Holder: Shannon Mackle Shannon.Mackle@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp April Miller April.Miller@cityofsanrafael.org Public Works Director Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Using IP Address: 2601:645:e7c:a540:f87d:ff22:e2a3:e284 Signed using mobile Sent: 10/24/2025 4:28:39 PM Viewed: 10/24/2025 4:29:25 PM Signed: 10/24/2025 4:29:32 PM 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: 10/24/2025 4:29:34 PM Viewed: 10/24/2025 4:30:27 PM Signed: 10/24/2025 4:30:36 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: 10/24/2025 4:29:34 PM Viewed: 10/24/2025 4:42:25 PM Signed: 10/24/2025 4:42:37 PM Electronic Record and Signature Disclosure: Accepted: 10/24/2025 4:42:25 PM ID: 183f1507-024d-440a-a6b3-2e53218112bc Steven Bradley sdb@iteris.com Regional Vice President Steven Bradley Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 172.88.226.154 Sent: 10/24/2025 4:42:40 PM Viewed: 10/26/2025 4:36:45 PM Signed: 10/26/2025 4:46:17 PM Electronic Record and Signature Disclosure: Accepted: 10/26/2025 4:36:45 PM ID: 475e8219-90f5-4651-88d9-a87f7ac3f65a Signer Events Signature Timestamp Khristine Arakaki kka@iteris.com Vice President, Legal & Asst. Secretary Khristine Arakaki Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 208.127.89.141 Sent: 10/26/2025 4:46:20 PM Viewed: 10/27/2025 8:34:20 AM Signed: 10/27/2025 8:39:42 AM Electronic Record and Signature Disclosure: Accepted: 10/27/2025 8:34:20 AM ID: 02472720-97a5-453c-aadb-a24a29f25386 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: 10/27/2025 8:39:45 AM Viewed: 10/28/2025 9:59:36 AM Signed: 10/28/2025 9:59:52 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Heather Davis Heather.Davis@cityofsanrafael.org Risk Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2601:205:4b01:1550:849e:4d78:ee83:e619 Sent: 10/27/2025 8:39:46 AM Viewed: 10/27/2025 10:17:10 AM Signed: 10/27/2025 10:17:20 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: 2600:1010:b001:6b2:7d93:5b0d:ddad:3ffb Signed using mobile Sent: 10/28/2025 9:59:55 AM Viewed: 10/30/2025 7:38:38 AM Signed: 10/30/2025 7:38:45 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: 10/30/2025 7:38:49 AM Viewed: 10/30/2025 10:48:23 AM Signed: 10/30/2025 10:49:32 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status 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: 10/24/2025 1:20:23 PM Viewed: 10/24/2025 4:27:13 PM Completed: 10/24/2025 4:28:38 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 10/24/2025 1:20:23 PM Envelope Updated Security Checked 10/24/2025 4:28:38 PM Envelope Updated Security Checked 10/24/2025 4:28:38 PM Certified Delivered Security Checked 10/30/2025 10:48:23 AM Signing Complete Security Checked 10/30/2025 10:49:32 AM Completed Security Checked 10/30/2025 10:49:32 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. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. 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: Van Bach, Steven Bradley, Khristine Arakaki, 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.