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HomeMy WebLinkAboutCM San Rafael Chamber of Commerce Agreement____________________________________________________________________________________ FOR CITY CLERK ONLY Council Meeting: December 15, 2025 Disposition: Resolution 15492 Agenda Item No: 4.a Meeting Date: December 15, 2025 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: City Manager’s Office Prepared by: Angela Robinson Piñon, Assistant City Manager City Manager Approval: ______________ TOPIC: SAN RAFAEL CHAMBER OF COMMERCE AGREEMENT SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A ONE-YEAR AGREEMENT WITH THE SAN RAFAEL CHAMBER OF COMMERCE FOR A TOTAL AMOUNT NOT TO EXCEED $140,000 RECOMMENDATION: Staff recommends that the City Council adopt a resolution authorizing the City Manager to negotiate and execute a one-year agreement with the San Rafael Chamber of Commerce in an amount not to exceed $140,000. BACKGROUND: Section 36500 of the California Streets and Highways Code, also known as the 1989 Act, allows the creation of a business improvement district (BID) within a municipality, in which businesses within the district self-assess an annual fee to fund improvements and activities that benefit the overall business district. The intent of the state law is to provide a funding mechanism for business districts to promote economic vitality. Consistent with the 1989 Act, in June 2013, the City Council of San Rafael adopted Ordinance No. 1912 (“Ordinance”), codified in the San Rafael Municipal Code (“SRMC”) Chapter 10.09, establishing the Downtown San Rafael Business Improvement District (“District”) to replace a former Parking and Business Improvements Area Business Improvement District established in 1979. As part of the 2022 BID annual report, the BID's operations and structure were identified as areas for exploration to improve operational efficiencies and to strengthen strategic partnerships among the BID, the San Rafael Chamber of Commerce (Chamber), and the City. That expanded partnership exploration was a direct result of business recovery from the COVID-19 pandemic, evolving business needs, and resources available in Downtown San Rafael. The Chamber has been a key partner in supporting economic recovery and development initiatives, including small business support, strategic economic development planning, and fostering economic vitality through business expansion, attraction, and retention. The cross-memberships between the Chamber and the BID, and existing partnerships with downtown businesses and property owners SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 throughout the City, allow the Chamber to have an in-depth understanding of business needs and growth opportunities. On May 1, 2023, the San Rafael City Council authorized a contract for $100,000 over two years for the Chamber to support the Council-appointed Downtown San Rafael Business Improvement District (BID) Advisory Board, continue BID programming for the downtown business community, explore programmatic BID enhancements, and provide support to businesses outside of the BID boundaries. ANALYSIS: The City of San Rafael intends to enhance business support services and strengthen relationships with the local business community through a continued partnership with the San Rafael Chamber of Commerce. The Chamber has completed the terms of the two-year agreement, and City staff recommends the City Council authorize the City Manager to enter into a one-year agreement with the Chamber in an amount not to exceed $140,000. A draft of the proposed agreement is provided as Attachment 2. This agreement expands services both citywide and within the Downtown Business Improvement District (BID), ensuring responsive advocacy, improved communication between businesses and City government, and coordinated delivery of economic development resources. The proposed agreement has been restructured to further clarify the deliverables, roles, and responsibilities of the BID, Chamber, and City, in light of the dissolution of the BID Corporation. The BID Corporation was a non-profit entity established in 2012 due to the City’s state-mandated dissolution of the Redevelopment Agency, which had previously provided funding to the BID. As a result, modifying the agreement this year was more complex than in previous years; however, the proposed agreement should improve service delivery and coordination. The Chamber will conduct targeted outreach to both members and non-member businesses, provide liaison support for homelessness-related concerns, promote City programs such as the GO Program, and assess business needs through surveys and engagement. The Chamber will assist in developing and implementing at least one business expansion support initiative informed by survey findings. As the administrator of the Downtown BID, the Chamber will manage District funds in accordance with the San Rafael Municipal Code and the 1989 Act. Responsibilities include financial oversight, creation of the annual BID budget and report, monthly financial review, Advisory Board support, program administration, marketing of BID activities, and ensuring compliance with public transparency and audit requirements. District funds will be maintained in a dedicated account for BID-authorized uses only. Under this agreement, the Chamber would be expected to comply with the BID Administrative Guidelines as approved by the City Council in Resolution No. 15212 on May 1, 2023. An annual report is required and will include performance metrics such as businesses served, communications reach, sponsorship support, events, and strategic recommendations to further economic vitality. The proposed agreement between the Chamber and the City supports community partnerships to achieve shared goals and builds capacity among local businesses. The approval of this agreement aligns with the Council’s Three-Year Strategic Plan, specifically Goal A. 1, “strengthen the local economy by supporting existing businesses and attracting new enterprises.” FISCAL IMPACT: The total amount not to exceed under this agreement is $140,000. Funding in the amount of $75,000 is provided through appropriations included in the fiscal year (FY) 2025-26 approved Community and Economic Development Professional Services budget, within the City’s general fund. Up to $65,000 shall be derived from calendar year 2026 BID assessments. SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3 OPTIONS: The City Council has the following options to consider on this matter: 1. Accept the report and adopt the resolution as presented. 2. Accept the report and adopt the resolution with modifications. 3.Decline to accept the report and decline to adopt the resolution. 4.Take no action. RECOMMENDED ACTION: Staff recommends that the City Council adopt a resolution authorizing the City Manager to negotiate and execute a one-year agreement with the San Rafael Chamber of Commerce in an amount not to exceed $140,000. ATTACHMENTS: 1. Resolution 2.Proposed Agreement Between the San Rafael Chamber of Commerce and the City of San Rafael RESOLUTION NO. 15492 RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A ONE-YEAR AGREEMENT WITH THE SAN RAFAEL CHAMBER OF COMMERCE FOR A TOTAL AMOUNT NOT TO EXCEED $140,000 WHEREAS, the Parking and Business Improvement Area Law of 1989, Cal. Strs. & Hwys. Code § 36500 et seq. (“1989 Act”), authorizes cities to establish parking and business improvement areas for the purpose of promoting economic revitalization and physical maintenance of business districts in order to create jobs, attract new businesses and prevent erosion of business districts; and WHEREAS, pursuant to the 1989 Act, in June 2013 the City Council of San Rafael adopted Ordinance No. 1912 (“Ordinance”), codified in the San Rafael Municipal Code (“SRMC”) Chapter 10.09, establishing the Downtown San Rafael Business Improvement District (“District”) to replace a former Parking and Business Improvements Area Business Improvement District established in 1979; and WHEREAS, the Ordinance provides for the City’s collection of assessments on approximately 700 businesses that operate within the District’s boundaries; and WHEREAS, the revenues derived from the assessments are used for the general promotion of business activities, public events, and other activities that provide a specific benefit to the assessed businesses; and the acquisition, construction, installation, and maintenance of tangible property that provide a specific benefit to the assessed businesses; and WHEREAS, pursuant to section 36530 of the 1989 Act and SRMC Section 10.09.080, the Council appoints a District Advisory Board consisting of members that own or represent a business in the District or voluntary members; and WHEREAS, the District Advisory Board administers the affairs of the District and prepares an annual report each year describing which assessments are to be levied and files the report with the City Clerk; and WHEREAS, the District Advisory Board is subject to the Ralph M. Brown Act (Chapter 9 (commencing with Section 54950) of Part I of Division 2 of Title 5 of the Government Code) at all times when matters within the subject matter of the District are heard, and the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title I of the Government Code), for all records relating to activities of the District; and WHEREAS, each year, the District Advisory Board administers those revenues and uses them for authorized purposes that benefit the assessed businesses and to prepare and to submit the annual report to the City Clerk reporting activities and finances of the District; and WHEREAS, the San Rafael Chamber of Commerce (“Chamber) is a California nonprofit mutual benefit corporation that is a member-based business advocacy organization supporting local businesses of San Rafael; and WHEREAS, as part of the 2022 BID annual report, the BID's operations and structure were identified as areas for exploration to improve operational efficiencies and to strengthen strategic partnerships among the BID, the San Rafael Chamber of Commerce (Chamber), and the City; and WHEREAS, the City believes that the District would benefit from the assistance of the Chamber to create capacity building and pathways for long-term sustainability to support Downtown San Rafael; and WHEREAS, the City and the Chamber desire to enter into an Agreement for the Chamber to provide management and enhancement services for the District. NOW, THEREFORE BE IT RESOLVED, the City Council for the City of San Rafael hereby authorizes the City Manager to negotiate and enter into an agreement with the San Rafael Chamber of Commerce for support in administering the affairs of the District and to support small businesses in San Rafael in an amount not to exceed $75,000 from the general fund, with another approximately $65,000 from District assessments, for a total not to exceed amount of $140,000. I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of the City of San Rafael, held on Monday, the 15th day of December 2025, by the following vote, to wit: AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None ABSENT: Councilmembers: None Lindsay Lara, City Clerk v. June 13, 2025 Page 1 CITY OF SAN RAFAEL PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (“Contract”) is entered into by and between the City of San Rafael (“City”) and San Rafael Chamber of Commerce (“Contractor”), a California nonprofit mutual corporation, and is effective on _____________________ (“Effective Date”). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Contract.” RECITALS A. The Parking and Business Improvement Area Law of 1989, Cal. Strs. & Hwys. Code § 36500 et seq. (“1989 Act”), authorizes cities to establish parking and business improvement assessment areas for the purpose of promoting economic revitalization and physical maintenance of business districts in order to create jobs, attract new businesses, and prevent erosion of business districts; and B. Pursuant to the 1989 Act, in June 2013 the City Council of San Rafael adopted Ordinance No. 1912 (“Ordinance”), codified in the San Rafael Municipal Code (“SRMC”) Chapter 10.09, establishing a reorganized Downtown San Rafael Business Improvement District (the “BID” as defined in SRMC Section 10.09.030), to establish an area in the downtown to levy assessments to generate revenue for the purposes set forth in SRMC Section 10.09.060; and C. Pursuant to section 36530 of the 1989 Act and SRMC Section 10.09.080, the Council appoints an Advisory Board consisting of members who own or represent a business in the BID or voluntary members; and D. The Advisory Board's primary function is to administer the affairs of the BID and prepare an annual report each year describing which assessments are to be levied and file the report with the City Clerk; and E. The Advisory Board is subject to the Ralph M. Brown Act (Chapter 9 (commencing with Section 54950) of Part I of Division 2 of Title 5 of the Government Code) at all times when matters within the subject matter of the District are heard, and the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title I of the Government Code), for all records relating to activities of the District; and F. Contractor is a member-based business advocacy organization supporting local businesses of San Rafael and has been operating and serving the business community for over one hundred years; an v. June 13, 2025 Page 2 G. Contractor has the ability to provide fiscal oversight, operations, and annual reporting of for the Advisory board, and given its members, is best situated to create capacity building and pathways for long-term sustainability to support Downtown San Rafael; and H. Accordingly, City desires to secure professional services more fully described in this Contract, at Exhibit A, entitled “SCOPE OF WORK”; and I. Contractor 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 the objectives and requirements of the City; and J. 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: CONTRACT 1. WORK TO BE PERFORMED. Except as otherwise may be expressly specified in this Contract, Contractor 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 WORK.”. 2. COMPENSATION. In consideration for Contractor’s complete performance of the Scope of Work, City will pay Contractor in accordance with the rates and/or prices set forth in Exhibit A, up to the not-to-exceed amount of $140,000. Contractor shall not increase its rates throughout the Term of this Contract, except that upon 60 day written notice, Contractor may adjust its rates no more than once annually at a maximum amount equal to the percentage change through December in the prior calendar year to the consumer price index (“CPI”) for California, All Urban Consumers, San Francisco-Oakland-San Jose areas, not to exceed five percent (5%). Contractor will bill City on a monthly basis for work performed by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City’s receipt of invoice. v. June 13, 2025 Page 3 3. TERM OF CONTRACT. This Contract becomes effective upon the date listed as "Effective Date" and shall remain in effect until the completion of all obligations of both Parties hereto, or June 30, 2026, whichever comes first, unless terminated or amended as provided herein. 4. RELIANCE ON PROFESSIONAL SKILL OF CONTRACTOR. Contractor represents that it has the necessary professional skills to perform the work required and the City shall rely on such skills of the Contractor to do and perform the work. In performing the work hereunder Contractor shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by Contractor hereunder. Contractor represents that it has reviewed Exhibit A and that in its professional judgment the work to be performed under this Contract can be performed for a fee within the maximum amount set forth herein and within the times specified. Contractor represents that it possesses all necessary training, licenses and permits to perform the Scope of Work and that its performance of the Scope of Work will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Scope of Work working on similar, successfully completed projects. The granting of any progress payment by City, or the receipt thereof by Contractor, or any inspection, review, approval or oral statement by any representative of City or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 4 or lessen the liability of Contractor for unsatisfactory work, including but not limited to cases where the defective or below standard work may not have been apparent or detected at the time of such payment, inspection, review or approval. 5. PROJECT COORDINATION. A. City’s Project Manager. Angela Robinson Piñon, Assistant City Manager, is hereby designated the Project Manager for the City and said Project Manager shall supervise all aspects of the progress and execution of this Contract. B. Contractor’s Project Director. Contractor shall assign a single Project Director to have overall responsibility for the progress and execution of this Contract for Contractor. Karen Strolia, President, is hereby designated as the Project Director for Contractor. Should circumstances or conditions subsequent to the execution of this Contract require a substitute Project Director, for any reason, the Contractor shall notify the City within ten (10) business days of the substitution. v. June 13, 2025 Page 4 6. TERMINATION. A. The term of this Contract shall commence upon the date hereinabove written and shall expire upon completion of performance of work hereunder by Contractor. B. Notwithstanding the provisions of (A) above, City may with or without cause, direct Contractor to suspend, delay or interrupt the work, in whole or in part, for such periods of time as City may determine in its sole discretion. C. City may terminate this Contract in whole, or from time to time in part, for default, should Contractor commit a material breach of this Contract, or part thereof, and not cure such breach within ten (10) calendar days of the date of City’s written notice to Contractor demanding such cure, in which case Contractor shall be liable to City for all loss, cost, expense, damage and liability resulting from such breach and termination. D. City may terminate this Contract in whole, or from time to time in part, for convenience, whenever City determines that such termination is in City’s best interests, in which case Contractor shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Contract would otherwise provide, but may recover no other cost, damage or expense. Contractor shall continue its work throughout the course of any dispute, and Contractor’s failure to continue work during a dispute shall be a material breach of this Contract. E. Lack of Appropriation: If this Contract is a multi-year contract, subject to appropriation each fiscal year, the City may terminate this Contract immediately for lack of appropriation of funds. F. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Contract without the prior written consent of the other. G. Return of Documents. Upon termination, any and all City documents or materials provided to Contractor and any and all of Contractor's documents and materials prepared for or relating to the performance of its duties under this Contract, shall be delivered to City as soon as possible, but not later than thirty (30) days after termination. 7. INSURANCE REQUIREMENTS. During the term of this Contract, and for any time period set forth in Exhibit B, Contractor 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 work under this Contract with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. v. June 13, 2025 Page 5 8. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, Contractor 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 Contractor’s performance of its obligations or conduct of its operations under this Contract. The Contractor'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 Contractor'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 Contractor’s work or work product by the City or any of its directors, officers or employees shall not relieve or reduce the Contractor’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of or operations under this Contract, Contractor 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 work to be performed by Contractor under this Contract 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, Contractor shall indemnify and hold harmless the City and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney’s fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of Contractor, or any sub Contractors, 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 Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract and shall survive the termination or completion of this Contract for the full period of time allowed by law. v. June 13, 2025 Page 6 9. PREVAILING WAGE. If the work to be performed under this Contract is for services where prevailing wages are required by State law, Contractor shall pay prevailing wages to its employees on any contract in excess of $1,000.00, Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Contract, as determined by Director of the State of California Department of Industrial Relations, are on file at the City’s Public Works Department upon request and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. Contractor shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. Contractor and all subcontractors shall keep and maintain accurate employee payroll records for Work performed under the Contract. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly. Contractor shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Contract. 10. NOTICES. All notices and other communications required or permitted to be given under this Contract, including any notice of change of address, shall be in writing and given by email, 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 email, personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To City’s Project Manager: [As identified in item 5.A] 1400 Fifth Avenue San Rafael, CA 94901 Email: angelar@cityofsanrafael.org To Contractor’s Project Director: [As identified in item 5.B] 817 Mission Avenue San Rafael, CA 94901 Email: kstrolia@srchamber.com 11. LIABILITY OF CITY. Except as provided in Exhibit A, Scope of Work to be Provided by Contractor and Exhibit B, Insurance, City's obligations under this Contract shall be limited to the payment of the compensation provided for in Paragraphs 1 and 2 of this Contract, Notwithstanding any other provision of this Contract, in no event shall City be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Contract, the Scope of Work, or the Project. v. June 13, 2025 Page 7 City shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by Contractor, or by any of its employees, even though such equipment be furnished, rented or loaned to Contractor by City. The acceptance or use of such equipment by Contractor or any of its employees shall be construed to mean that Contractor accepts full responsibility for and shall exonerate, indemnify, defend and save harmless City from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the Contractor, its employees, City employees or third parties, or to property belonging to any of the above. Nothing in this Contract shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which City or Contractor may have under this Contract or any applicable law. All rights and remedies of City or Contractor, whether under this Contract or other applicable law, shall be cumulative. 12. MEDIATION. Unless waived by the City, should any dispute arise out of this Contract, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Unless the City waives this requirement, Contractor shall not be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs. 13. GENERAL TERMS AND CONDITIONS. This Contract includes, and the Contractor agrees to comply with the City’s General Terms and Conditions, which are set forth in Exhibit C, attached hereto and incorporated by reference. [Signatures are on the following page.] v. June 13, 2025 Page 8 IN WITNESS WHEREOF, the parties have executed this Contract as of the day, month and year first above written. 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: _____________________________ v. June 13, 2025 Exhibit A EXHIBIT A SCOPE OF WORK Purpose: To enhance small business support services in San Rafael through the San Rafael Chamber of Commerce (Chamber), building upon the existing Chamber network to provide responsive, business-friendly advocacy that fosters economic vitality, strengthens city-business relationships, and accelerates problem-solving and resource delivery, and to provide support to the City’s advisory board established by San Rafael Municipal Code Section 10.09.080 (“Advisory Board”) to the Downtown San Rafael Business Improvement District (District) administer the programs and projects funded by the assessments from the District consistent with Chapter 10.09 of the San Rafael Municipal Code. Objectives: • Expand outreach and services to non-Chamber members, especially in the downtown district. • Build trust and improve communication between the City and its business community. • Provide feedback from local businesses to inform City policy and development programs. • Support business functions for the District. Use of Funds: Tasks A through F, and I of this Exhibit specify services to support businesses outside of the boundaries of the District, or to enhance District services. Those services shall not be funded with funds collected by the District's assessments. District funds must be expended and administered pursuant to San Rafael Municipal Code Section 10.09.060, District Administrative Guidelines (Resolution No. 15212), and the 1989 Act. District funds may be used for the deliverables and activities provided in Tasks G and H contained herein. The City anticipates collecting $65,000 in District Funds, which will be transmitted to the Chamber for expenditure as prescribed in Task J. Tasks & Deliverables: A. Business Outreach, Advocacy& Support to Non-Chamber Members • Conduct no-cost ribbon cuttings for new or expanding businesses. • Coordinate with County Environmental Health to support businesses getting into compliance and advocate; and conduct policy advocacy to inform County policy and program development. B. Homelessness Liaison Support • Respond to business inquiries related to homelessness. Refer businesses to the appropriate resource – either City staff, SAFE team, non-profit service providers, etc. v. June 13, 2025 Exhibit A C. GO Program Assessment & Promotion • Distribute bi-monthly marketing materials promoting the GO Program to Chamber members and non-members. • Solicit feedback from businesses to assess the efficacy of the GO Program. Provide recommendations to the City regarding program and/or process enhancements. D. Assess Business Sentiment & Data Collection • Design and administer a targeted business survey. • Analyze and report findings to the City within 60 days of survey close, including key business issues and needs, sentiment trends, and barriers to growth. E. Business Expansion Support • Based on survey results, work with city staff to implement one targeted support program to address the feedback received from businesses. F. Tourism & Local Commerce Campaign • Collaborate with the City to assess the efficacy and return on investment of the Marin Convention & Visitors Bureau initiatives in enhancing local tourism and make recommendations for improvement. • Assess the feasibility of implementing a “Build a Better San Rafael” program, modeled after San Luis Obispo’s program. G. Reporting Requirements • Deliver an annual impact report detailing overall program outcomes, business feedback, and strategic recommendations. The report should include BID and Chamber membership data, the number of businesses assisted under task A, the number of events hosted, sponsorship revenue, the number of website visits, e-newsletter open rate, social media engagement, information on partnerships and initiatives, and any other qualitative or quantitative information relevant to tasks funded under this agreement. H. District Management Services • Provide administrative oversight of the District and ensure that the affairs and duties of the District Advisory Board are conducted in conformance with the 1989 Act, Chapter 10.09 of the San Rafael Municipal Code, and the District Administrative Guidelines (attached hereto as Exhibit C-1. • Receive, hold, and distribute District Funds, as prescribed in Section J of this scope of work. • Develop the Annual Report and Budget for review and approval by the District Advisory Board, and submit it to the City Clerk. • Monitor the Budget and ensure monthly financial reports are prepared and presented to the District Advisory Board (including income statement, balance sheet, and evaluation of budget performance). • Assist with an annual planning calendar and preparation and implementation of the District’s meetings, District Advisory Board member selection v. June 13, 2025 Exhibit A recommendations to the City Council, and annual reports. • Schedule, plan, and host meetings of the District Advisory Board, including a meeting of the District Advisory Board within one (1) month of the Chamber’s receipt of the first payment of District Funds. • Provide administrative services and support to the District to implement District program activities within the approved budget as needed. • Provide District member support related to District program activities as business issues may arise. • Award and administer contracts on behalf of the District for District activities. • Market and promote the District’s events and activities within budget. • Maintain a webpage dedicated to promoting and marketing the District and events and activities of the District I. District Enhancement Services • The Chamber will provide the following enhancement services to the City related to the District (collectively, " District Enhancement Services"): i. Identify strategic partners, resources, and programs that could benefit San Rafael Downtown businesses and property owners for improved physical upgrades, safety, and marketing; ii. Provide leadership training and orientation for Chamber staff supporting District activities; and iii. With City staff, liaison to the District to keep members informed of City issues and construction that may affect the District and its members. J. District Funds Budgetary, Auditing, and Financial Obligations • District Funds Held in Restricted Funds Account. All District Funds in the possession/control of the Chamber hereunder are the property of the District and shall be held in a separate bank account by the Chamber solely for the benefit of the District. Such District Funds shall only be expended as outlined in the annual report approved by the City Council at the direction of the District Advisory Board. • Budget Compliance. The Chamber will act as the fiscal agent of the District to administer District Funds in compliance with each annual report approved by the City Council and resolution adopted by the City Council levying the annual District assessment (collectively referred to as the “Budget”). All District Funds will be separately accounted for by the Chamber and segmented from other revenue collected by the Chamber in its accounting and financial records. • Records/Audit. During the term of this Agreement, and for four years after this Agreement’s term expires or terminates, the Chamber will maintain detailed financial records pertaining to District administration sufficient to provide the basis for an unqualified opinion by an independent auditor, including but not limited to records concerning budgeting, expenditures, subcontracts, insurance, permits, administrative expenses, and overhead. The Chamber agrees to make all such records available to the City upon request at all reasonable times. • Transparency and Confidentiality. The Chamber will comply with all laws v. June 13, 2025 Exhibit A governing the transparency and confidentiality of District assessment records, reports, and related information that may be provided to the Chamber by the City. A record of the total assessment of an individual business, or the fact that said business has allowed the assessment payment to become delinquent, is not deemed to be confidential. • Chamber Compensation for District Management and Enhancement Services and Services Outside of the District, as prescribed in Tasks A-G. The $75,000 compensation paid by the City to the Chamber, as prescribed in this scope of work, will not be considered District Funds and is not subject to the terms of this section, Task J. K. The City’s Duties • Collection of assessments. The City will bill and collect assessments from businesses within the boundaries of the District annually in conjunction with the City’s annual business license. • Distribution of District Funds to the Chamber. The City will distribute to the Chamber the assessment funds actually collected by the City, with any interest that actually accrues upon such funds while in the City's possession and control, plus interest and penalties actually received by the City with respect to delinquent District assessment payments (collectively, the “District Funds”). The City will disburse the District Funds held by the City for the calendar year assessments in a lump sum payment by no later than December 31 of that calendar year. Any District Funds collected by the City thereafter, including any remaining District Funds of the BID Corporation, will be disbursed to the Chamber when reasonably practical thereafter. Notwithstanding the foregoing, in the event of a legal challenge against any District assessments, or threat thereof, the City will have the right to delay disbursement or impound the District Funds, so that the assessments are available for refunds or satisfaction of judgments. Such right shall extend through the expiration of the legal challenge or threat thereof. • Annual renewal for levy of assessments. The City Council will adopt a Resolution of Intention to Levy an Annual Assessment and hold a public hearing to confirm the District’s annual report and renew the assessments for the next calendar year. The public hearing is expected to occur in December each year, following the District Advisory Board’s submission of its annual report, as provided in the Administrative Guidelines (Exhibit C-1). v. June 13, 2025 Exhibit B-1 EXHIBIT B INSURANCE REQUIREMENTS During the term of this Contract, and for any time period set forth below, Contractor 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 work under this Contract 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 Contract, Contractor shall maintain, at no expense to City, the following insurance: 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 work required to be performed under this Contract, 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 Contractor's performance under this Contract. Where Contractor is a professional not required to have a professional license, City reserves the right to require Contractor to provide professional liability insurance pursuant to this section. 4. Workers’ compensation. If it employs any person, Contractor 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. Contractor’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 Contractor 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 Contractor’s insurance v. June 13, 2025 Exhibit B-2 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 Contractor’s policies shall be at least as broad as 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 Contract, Contractor hereby grants to City a waiver of any right to subrogation which any insurer of Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor 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 Contract, 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 Contract. 7. The limits of insurance required in this Contract 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 Contract 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 Contract; 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 Contract are sufficient to cover the obligations of the Contractor under this Contract. 9. Contractor agrees to ensure that subcontractors, and any other party involved with the performance of work under this Contract, who is brought onto or involved in the performance of the work by Contractor under this Contract, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor 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 Contract. CONSUTLANT agrees that upon request by City, all v. June 13, 2025 Exhibit B-3 agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the work under this Contract will be submitted to City for review. 10. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Scope of Work reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Contract. Any 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 Contractor'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 Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney’s fees and defense expenses. D. Proof of Insurance. Contractor shall provide to the Project Manager all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Contract; (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 Contract. City reserves the right to obtain a full certified copy of any insurance policy and endorsements from Contractor. 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. Failure to comply with these requirements shall be considered a material breach of contract. v. June 13, 2025 Exhibit C-1 EXHIBIT C GENERAL TERMS AND CONDITIONS 1. COMPLIANCE WITH ALL LAWS. Contractor 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 Contract. Contractor shall perform all work under this Contract in accordance with these laws, ordinances, codes and regulations. Contractor 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. 2. PROVISIONS DEEMED INSERTED. Every provision of law required to be inserted in the Contract is deemed to be inserted, and the Contract will be construed and enforced as though such provision has been included. If it is discovered that through mistake or otherwise that any required provision was not inserted, or not correctly inserted, the Contract will be deemed amended accordingly. 3. SEVERABILITY. If any provision of the Contract documents, or portion of a provision, is determined to be illegal, invalid, or unenforceable, the remaining provisions of the Contract documents will remain in full force and effect. 4. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the Contractor in connection with the performance of its duties under this Contract, shall be the sole property of City. City may use said property for any purpose, including projects not contemplated by this Contract. 5. INSPECTION AND AUDIT. Upon reasonable notice, Contractor shall make available to City, or its agent, for inspection and audit, all documents and materials maintained by Contractor in connection with its performance of its duties under this Contract. Contractor shall fully cooperate with City or its agent in any such audit or inspection. Contractor shall maintain all Project- related records for a period of three (3) years from completion of the work. 6. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Contract 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 Contract or any rights, duties v. June 13, 2025 Exhibit C-2 or obligations arising hereunder shall be void and of no effect. 7. WORKERS' COMPENSATION. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor certifies that it will comply with such provisions before commencing the performance of the work of this contract. 8. NONDISCRIMINATION. Contractor shall not discriminate, in any way, against any person on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation in connection with or related to the performance of its duties and obligations under this Contract. 9. NO THIRD PARTY BENEFICIARIES. City and Contractor do not intend, by any provision of this Contract, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Contract, to the other party. 10. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Contract, Contractor, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the City. Contractor and City expressly intend and agree that the status of Contractor, its officers, agents and employees be that of an Independent Contractor and not that of an employee of City. 11. ENTIRE CONTRACT -- AMENDMENTS. A. The terms and conditions of this Contract, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Contract of the parties with respect to the subject matter of this Contract. B. This written Contract shall supersede any and all prior contracts, oral or written, regarding the subject matter between the Contractor and the City. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Contract, shall be valid or binding, except by way of a written amendment to this Contract. D. The terms and conditions of this Contract shall not be altered or modified v. June 13, 2025 Exhibit C-3 except by a written amendment to this Contract signed by the Contractor and the City. E. If any conflicts arise between the terms and conditions of this Contract, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Contract shall control. 12. SET-OFF AGAINST DEBTS. Contractor agrees that City may deduct from any payment due to Contractor under this Contract, any monies which Contractor owes City under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 13. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Contract, 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 Contract, 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 Contract or any applicable law, ordinance or regulation. 14. CITY BUSINESS LICENSE / OTHER TAXES. Contractor shall obtain and maintain during the duration of this Contract, a City business license as required by the San Rafael Municipal Code, and Contractor 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 Contract, until Contractor has provided City with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 15. SURVIVAL OF TERMS. Any terms of this Contract that by their nature extend beyond the term (or termination) of this Contract shall remain in effect until fulfilled and shall apply to both Parties’ respective successors and assigns. 16. GOVERNING LAW. This Contract shall be deemed to have been executed in the County of Marin, California. The formation, interpretation and performance of this Contract shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of Marin, California unless the parties agree otherwise in a written amendment to this Contract. v. June 13, 2025 Exhibit C-4 17. CONFLICT OF INTEREST. Contractor, its employees, subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or policy or in violation of any California law, including under Government Code section 1090 et seq. and under the Political Reform Act as set forth in Government Code section 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract. 18. AUTHORIZATION. Each individual signing above warrants that they are authorized to do so by the party that they represent, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code section 313. 19. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Contract 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. v. June 13, 2025 Exhibit C-5 EXHIBIT C-1 DOWNTOWN SAN RAFAEL BUSINESS IMPROVEMENT DISTRICT ADMINISTRATIVE GUIDELINES 1. District. The Downtown San Rafael Business Improvement District (“District”) is a parking and business improvement district established pursuant to the provisions of Streets and Highways Code Section 36501 et seq., and codified in Chapter 10.09 of the San Rafael Municipal Code. 2. Appointment of District Advisory Board. The City Council, in its sole and absolute discretion, will appoint the District Advisory Board, pursuant to the Streets and Highways Code Section 36501 et seq. and San Rafael Municipal Code section 10.09.080, to administer the affairs of the District. The City Council will review and update the District Advisory Board appointments as it deems appropriate. The City Council may, but is not required to, appoint any members of the Board of Directors of the San Rafael Chamber of Commerce (“Chamber”) to the District Advisory Board, provided that such members meet the eligibility requirements under San Rafael Municipal Code section 10.09.080. a. District Advisory Board Nominations. The District Advisory Board will conduct an annual meeting to select the nominations for District Advisory Board. The District Advisory Board nominations will be provided to the City Clerk at the time of the submittal of the District Annual Report. The Advisory Board nominations should reflect a balance of downtown business representation including retail businesses, non-retail businesses, and at least one district eligible Chamber business recommended by the Chamber. 3. Management and Enhancement Services of the Chamber of Commerce. The City has contracted with the Chamber to provide District management and enhancement services to the District, and act as the fiscal agent of District Funds. The Advisory Board will conduct all of its affairs consistent with the City’s agreement with the Chamber. 4. Governance; meetings. The District Advisory Board is a separate, standalone advisory board appointed by the City Council to administer the affairs of the District. To the extent determined necessary by the District Advisory Board, it will develop its own bylaws or operating rules, separate from the Chamber Board of Director’s bylaws. The District Advisory Board will conduct its meetings, and meet separately and at a different time than the Chamber Board of Directors. If these meeting are to occur on the same date, before or after each other, the meeting agendas will be clearly delineated to specify which organization is meeting at which time. In noticing and conducting its meetings as the District Advisory Board, the District Advisory Board will, in all respects, comply with the Brown Act, as specified below. 5. Compliance with Brown Act and Public Records Act. The District Advisory v. June 13, 2025 Exhibit C-6 Board must comply with all federal, state, and local laws, including The Ralph M. Brown Act (Government Code § 54950 et seq.) ("Brown Act") whenever matters within the subject matter of the District are heard, discussed, or deliberated, and the California Public Records Act (Government Code § 6250 et seq.) for all documents relating to activities of the District. See Exhibit B-1 for more information on the Brown Act. 6. Conflicts of interest. Members of the District Advisory Board will serve without compensation and may not have any interest in any agreement for compensation entered into by or on behalf of the District. 7. District Funds. District Funds (revenues derived from the assessments and transferred from the City to the Chamber) shall be used solely for the purposes as stated in Streets and Highways Code section 36501 et seq. and San Rafael Municipal Code section 10.09.060. 8. Annual Reports. The District Advisory Board will submit annual reports to the City, no later than October 15 of each year. The annual report contents and filing will conform with the 1989 Act, Streets and Highways Code section 36533, as follows: § 36533. Annual report; contents; filing (a) The advisory board shall cause to be prepared a report for each fiscal year for which assessments are to be levied and collected to pay the costs of the improvements and activities described in the report. The report may propose changes, including, but not limited to, the boundaries of the parking and business improvement area or any benefit zones within the area, the basis and method of levying the assessments, and any changes in the classification of businesses, if a classification is used. (b) The report shall be filed with the clerk and shall refer to the parking and business improvement area by name, specify the fiscal year to which the report applies, and, with respect to that fiscal year, shall contain all of the following: (1) Any proposed changes in the boundaries of the parking and business improvement area or in any benefit zones within the area. (2) The improvements and activities to be provided for that fiscal year. (3) An estimate of the cost of providing the improvements and the activities for that fiscal year. (4) The method and basis of levying the assessment in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his or her business for that fiscal year. v. June 13, 2025 Exhibit C-7 (5) The amount of any surplus or deficit revenues to be carried over from a previous fiscal year. (6) The amount of any contributions to be made from sources other than assessments levied pursuant to this part. (c) The city council may approve the report as filed by the advisory board or may modify any particular contained in the report and approve it as modified. The city council shall not approve a change in the basis and method of levying assessments that would impair an authorized or executed contract to be paid from the revenues derived from the levy of assessments. v. June 13, 2025 Exhibit C-8 EXHIBIT C-2 SUMMARY OF BROWN ACT PROVISIONS The Advisory Board of the Downtown San Rafael Business Improvement District ("District") is subject to the Ralph M. Brown Act when matters within the subject matter of the District are heard, discussed, or deliberated, and shall comply with the California Public Records Act. The California Public Records Act requires that non-exempt records of the District be accessible to the public. The Brown Act is intended to ensure that actions are taken openly and that deliberations are conducted openly by boards that are created by formal action of city councils. Some of the more important requirements of the Brown Act are listed below. The Advisory Board and any standing committees and committees comprised of at least a majority of the Board members are subject to the following requirements: • Except for closed sessions, which are expressly permitted under the Brown Act, all meetings must be open to the public and must allow public comment; • Some closed sessions are allowed based on limited exceptions (litigation, employment issues, etc.); • A meeting is defined as a congregation of a majority of Board members, or serial individual meetings involving a majority or more of the Board members, wherein District business is discussed or conducted; • Agendas for upcoming, regular meetings must be posted at least 72 hours in advance; and • Action can only be taken on items listed on the posted agenda. The above list provides a simple overview. The Brown Act is updated regularly by the State of California and imposes additional requirements. City staff should be contacted for current Brown Act resources, information, and training.