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HomeMy WebLinkAboutCM Project Advisory Support v. Feb 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 __________________________________________ (“Contractor”), a __________________________________________________ for __________________________________________________________, 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. City desires to secure professional services more fully described in this Contract, at Exhibit A, entitled “SCOPE OF WORK”; and B. 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 objectives and requirements of City; and C. Contractor acknowledges that the execution of this Contract by the City is predicated upon the representations made in Contractor’s proposal dated _________________ submitted to the City; and D. 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.”. California November 10, 2025 Project Advisory Support Municipal Resource Group, LLC Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 Limited Liability Company December 10, 2025 2025.0108 v. Feb 2025 Page 2 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 $_____________. 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. 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 ___________________________ from the Effective Date, 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 June 30, 2026 23,120 Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 2025 Page 3 apparent or detected at the time of such payment, inspection, review or approval. 5. PROJECT COORDINATION. A. City’s Project 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. ___________________________________ 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. 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. John Stefanski David Brandt Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 2025 Page 4 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. 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, Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 2025 Page 5 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. 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] ___________________________ San Rafael, CA 94901 Email: ______________________ To Contractor’s Project Director: [As identified in item 5.B] ___________________________ ___________________________ Email: ______________________ johns@cityofsanrafael.org 1400 5th Ave PO Box 561 Wilton, CA 95693 db8561oregon@gmail.com Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 2025 Page 6 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. 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.] Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 2025 Page 7 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: _____________________________ Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 CEO Mary Egan Municipal Resource Group - MRG Chief Assistant City Attorney Andrea Visveshwara City Manager December 10, 2025 Cristine Alilovich Lindsay Lara City Clerk Scope of Work Project Title: Proposal for Project Advisory Support for 350 Merrydale Contractor: Municipal Resource Group, LLC (MRG) Department: City Manager’s Office 1. Description of the Work The goal of this project is to provide strategic advisory support to the City of San Rafael for the interim shelter project at 350 Merrydale Road, a planned tiny-home community offering approximately 65 cabins with onsite services and a long-term plan for development of at least 80 affordable housing units. The Contractor will provide strategic guidance, executive coaching, and best-practice insights to the Assistant City Manager (ACM) and Community Services Division Director (CSDD). This work will strengthen project organization, enhance coordination among City and County partners, identify risks, and support effective planning for both interim shelter operations and long-term site development. MRG’s role is strictly advisory and will not include project management responsibilities. 2. Specific Tasks Task 1: Strategic Advisory Support • Contractor will provide ongoing strategic advice and coaching to the ACM and CSDD. • Contractor will support project planning, framing of decision points, and general strategic direction for the interim shelter project. Task 2: Project Organization and Coordination Support • Contractor will assist City staff in clarifying roles, workflows, and coordination structures across City, County, operator, and service-provider teams. • Contractor will review construction and operations/services budgets or bids as requested. Task 3: Capacity Building and Staff Coaching Exhibit A Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 • Contractor will mentor designated City and County staff in areas such as governance, interagency coordination, service model design, transition planning, and long-term development considerations. • Contractor will provide targeted coaching sessions to strengthen internal capacity. Task 4: Stakeholder and Community Engagement Preparation • Contractor will support the preparation of key stakeholder engagements, including community informational sessions, as assigned by the City. • Contractor will develop recommendations on messaging, framing, or process considerations for these engagements. Task 5: Risk Tracking and Strategic Issue Escalation • Contractor will identify risks, interdependencies, and emerging issues. • Contractor will provide recommended mitigation strategies to City leadership. 3. Deliverables Deliverable Format Due Date Acceptance Criteria Weekly Advisory Check-Ins Meeting (virtual or in-person) Weekly Attendance; meeting held with ACM/CSDD Monthly Advisory Summary PDF & editable format Monthly Includes insights, risks, and recommendations; accepted by ACM/CSDD Staff Coaching Session(s) Meeting; written notes if needed As assigned Session held; content aligns with capacity-building goals Mid-Term “Lessons Learned / Capacity Build” Memo PDF & editable format End of Month 2 Summarizes key recommendations; accepted by City Final Wrap-Up Advisory Memo PDF & editable format End of Term Summarizes progress, challenges, and next-phase recommendations 4. Method of Payment • Contractor will be compensated at an hourly rate. • Hourly rate: $290 per hour Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 • Total not-to-exceed amount: $23,120 o Includes approximately 78 hours (4 hrs/week plus up to 30 contingency hours) and up to $500 in reimbursable expenses. • Invoices shall be submitted monthly and include a summary of services provided. • Any reimbursable expenses must be pre-approved in writing by the Project Manager and must follow City expense reimbursement guidelines. • Any additional work not included in this Scope shall begin only upon mutual written agreement. Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 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 Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 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 Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 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. Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 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 Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 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 Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 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. Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 v. Feb 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. Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 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 David Brandt X John Stefanski X Municipal Resource Group City Manager's Office db8561oregon@gmail.com Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 Post Office Box 561 Wilton, California 95693 866-774-3222 Solutions-MRG.com November 10, 2025 Cristine Alilovich, City Manager John Stefanski, Assistant City Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Subject: Proposal for Project Advisory Support for 350 Merrydale Dear Ms. Alilovich and Mr. Stefanski: Municipal Resource Group (MRG) is pleased to support the City of San Rafael in advancing the interim shelter project at 350 Merrydale Road. This innovative initiative—approximately 65 tiny homes with onsite services—will provide short-term housing for individuals transitioning from encampments, with the long-term goal of developing at least 80 affordable units on the site. MRG will provide strategic advice, expertise, and executive coaching to the Assistant City Manager and Homeless Program Manager in order to help organize the project work, clarify project components, strengthen coordination, and navigate project complexities. We will share best practices from similar municipal projects and provide strategic advice on key stakeholder and community engagement efforts. Advisory services will be delivered at approximately four hours per week for an initial three- month period, with the option to extend as needed. MRG’s role will focus on strategic advising rather than project management. MRG Consultant David Brandt will serve as the lead consultant and primary point of contact with the City. We are confident this advisory support will provide valuable tools and insights. If you have further questions about our proposed approach, do not hesitate to contact Cathy Capriola, at ccapriola@solutions-mrg.com, who is happy to discuss it further. Thank you for considering this proposal and for your trust in MRG. Respectfully submitted, Mary Egan, CEO MRG, LLC egan@solutions-mrg.com 916-261-7547 Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 City of San Rafael – Merrydale Advising MRG, LLC 1 MRG INFORMATION The MRG team is a centralized resource for staff development and organizational excellence needs. MRG team members have led successful transformational efforts in our client agencies and fully understand the real-world challenges they face in making meaningful and long-term changes. Firm Name: Municipal Resource Group, LLC (“MRG”) Mailing Address: PO Box 561, Wilton, CA 95693 Website: Solutions-MRG.com Main Telephone Number: (866) 774-3222 Lead Consultant: David Brandt E-Mail: db8561oregon@gmail.com Telephone Number: (510) 541-9319 MRG TEAM David Brandt (Lead Consultant) – David has served over 30 years in leadership positions in local government, with extensive experience in strategic fiscal management, program and policy design, and organizational restructuring. David is a strategic thinker and creative problem solver who has managed some of the most complex housing policy, land use, and redevelopment challenges. David also has experience guiding uncommon enterprise departments, including municipal power and Part 139 commercial airports. David began his career in local government as the Assistant City Attorney for the City of Alameda, serving as the General Counsel to Alameda Power, the City’s electric power utility, as well as the General Counsel for the Alameda Reuse and Redevelopment Authority, the authority for the 1,500-acre closed Alameda Naval Air Station. David transitioned to City management when he was appointed the Assistant City Manager, where he managed the redevelopment of one of the most challenging project sites (the Alameda Naval Air Station) and all of the City’s community development activities, including the Housing Authority. At the height of the recession, David was appointed City Manager of the fiscally impacted Redmond, OR. He stabilized the collapsing City finances by implementing several organizational changes, including transitioning the fire department into a special services district and combining engineering and community development. David also restarted the stalled multimillion-dollar airport terminal project and extended the City’s Downtown Urban Renewal District by 30 years, adding $90 million in new bonding authority. Through these changes, David facilitated the City’s purchase of Redmond’s historic high school building for a future City Hall and restored the City’s general fund reserves to policy limits. David returned to CA as the City Manager for the City of Cupertino. He negotiated a $60 million public benefit agreement with Apple for what was then the most expensive corporate headquarters project in the US. David also oversaw the proposed redevelopment of the City’s underperforming mall, which was one of the 1st three SB 35 housing projects in CA. Under Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 City of San Rafael – Merrydale Advising MRG, LLC 2 David’s leadership, the City adopted one of the first Climate Action Plans and Pedestrian/Bicycle Plans. David also represented Cupertino as a founding member of Silicon Valley Clean Energy, one of the first Community Energy Aggregators in the Bay Area. As the Executive Director of Central Oregon’s Housing Works, the regional housing authority, David worked to construct over 500 affordable housing units, including the region’s first permanent housing for chronically houseless with wraparound services. During the pandemic, he designed one of the most successful, highly utilized voucher programs funded by the federal government. David is a UCLA graduate with a BA in Economics. In addition, David received a Master’s Degree in Urban Planning from the University of Michigan and a JD from the University of Wisconsin Law School. Our partners and consultants have over three hundred years of combined experience as executives and consultants, providing essential services and support to local, regional, and state government agencies. MRG prides itself on providing consulting services based on our hands-on experience managing local, regional, and state governments and our experience delivering products that meet and exceed our clients’ expectations. SCOPE OF WORK The City of San Rafael, in partnership with the County of Marin, is advancing an interim shelter project at 350 Merrydale Road. The program will provide short-term interim housing through a tiny home community—approximately 65 cabins—with onsite support services for individuals currently residing in encampments and/or the sanctioned camping area in San Rafael. The interim shelter is planned for about 3-4 years (no later than June 2029). In the long term, the site is planned to be developed into a minimum of 80 deed-restricted affordable housing units. MRG will provide the following advisory services: • Ongoing strategic advice and coaching for the Assistant City Manager (ACM) and Homeless Services Manager (HSM) on the interim shelter project at 350 Merrydale. • Assist in organizing the project work: clarifying roles, coordination structures, decision- points, stakeholder engagement approaches (City, County, operator, service providers) reviewing construction and operations/services budgets and bids. • Mentor and build capacity of the City/County staff (and/or service provider team) in areas such as governance, interagency coordination, service model design, transition planning, and long-term development strategy. • Provide best practice insights and lessons learned from similar municipal/regional tiny- home/ interim shelter/affordable housing projects. • Support preparation for key stakeholder engagements and community informational sessions (as referenced by the City/County for the project). • Track risks, identify interdependencies, escalate potential issues, and advise on mitigation strategies. Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 City of San Rafael – Merrydale Advising MRG, LLC 3 Approach and level of effort: • The advisory support will be delivered at approximately 4 hours per week. • The initial advisory period is proposed at three (3) months, with the option to extend by mutual agreement depending on project needs and milestone progression. • Delivery mode: primarily virtual meetings/calls and written advisory emails/memos; occasional in-person meetings may be included as needed. • The focus of this consulting project is to provide strategic advice and consulting expertise. MRG will not serve as the project manager for this work. Deliverables: • Weekly advisory check-in with ACM and HSM. • Monthly summary of advisory insights, observations/risks, recommended actions and next steps. • Coaching session(s) with designated staff (e.g., service operations leads, coordination leads) to build capacity. • A short written “lessons learned / capacity build” memo mid-term (end of month two) capturing key recommendations for staff to consider as the interim shelter scales toward the long-term affordable housing goal. • At end of the term, a wrap-up advisory memo summarizing progress to date, key challenges, and proposed next-phase recommendations for the transition to long-term housing development. PROJECT FEES AND TIMELINE The initial engagement term is suggested from November 10, 2025, through January 31, 2026, with an option to extend upon mutual agreement. We recommend a project total of $23,120. This includes 4 hours per week plus up to 30 contingency hours (for a total of 78 hours) hours billed at $290 per hour and expenses of up to $500. Additional work not contemplated in this proposal will be billed at the hourly rate of $290 and will begin only after agreed upon between the City and MRG. Our affiliate consultants work under MRG’s direction as part of our broader team. They may be assigned to other engagements as appropriate, in alignment with our commitment to San Rafael and at MRG’s discretion. MRG and our consultants will independently determine the methods, approaches, and work schedule, including whether tasks are completed onsite or offsite. MRG will assign additional experts from our team as necessary to meet project requirements. Personnel matters such as hiring, discipline, and evaluations, as well as contract execution or obligations binding San Rafael, fall outside the scope of this engagement and remain a San Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 City of San Rafael – Merrydale Advising MRG, LLC 4 Rafael responsibility. MRG consultants will use their own equipment, cell phones, computers, etc. Consultants will represent themselves as MRG affiliates, utilizing separate email addresses, identifying themselves as consultants from our firm. They will only use San Rafael systems and equipment if required for access to essential data or information, with MRG’s authorization. San Rafael may provide workspace, such as conference rooms, if onsite support is needed. Importantly, it remains clear that MRG is conducting this work for San Rafael, and our consultants work solely for MRG. Docusign Envelope ID: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 Certificate Of Completion Envelope Id: 13A69D22-68A6-418F-97F8-A2FF8F9C8F58 Status: Completed Subject: DocuSign: PSA with MRG for Project Advisory Support Source Envelope: Document Pages: 23 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 4 Walter Gonzalez AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Walter.Gonzalez@cityofsanrafael.org IP Address: 199.88.113.8 Record Tracking Status: Original 11/24/2025 10:18:03 AM Holder: Walter Gonzalez Walter.Gonzalez@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp 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: 11/24/2025 11:01:21 AM Viewed: 11/24/2025 11:02:23 AM Signed: 11/24/2025 11:02:31 AM Electronic Record and Signature Disclosure: Not Offered via Docusign John Stefanski John.Stefanski@cityofsanrafael.org Acting City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 11/24/2025 11:01:21 AM Viewed: 11/24/2025 11:48:18 AM Signed: 11/24/2025 11:48:50 AM 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: 11/24/2025 11:48:52 AM Viewed: 12/2/2025 8:22:43 AM Signed: 12/2/2025 8:23:05 AM Electronic Record and Signature Disclosure: Accepted: 12/2/2025 8:22:43 AM ID: fc456f85-ac2c-4855-8cb7-a942bce75717 Mary Egan egan@solutions-mrg.com CEO Municipal Resource Group - MRG Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.82.142.78 Sent: 12/2/2025 8:23:08 AM Viewed: 12/8/2025 8:01:08 AM Signed: 12/8/2025 8:04:07 AM Electronic Record and Signature Disclosure: Accepted: 12/8/2025 8:01:08 AM ID: b227f2d6-cc46-470c-bf56-8b93a9670588 Signer Events Signature Timestamp Andrea Visveshwara Andrea.Visveshwara@cityofsanrafael.org Chief Assistant City Attorney City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 12/8/2025 8:04:10 AM Viewed: 12/10/2025 3:42:56 PM Signed: 12/10/2025 3:43:58 PM 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: 66.7.255.126 Sent: 12/8/2025 8:04:10 AM Viewed: 12/10/2025 11:46:23 AM Signed: 12/10/2025 11:48:06 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Cristine Alilovich Cristine.Alilovich@cityofsanrafael.org City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2601:645:e82:6d80:a9c2:2ba0:1d7a:5928 Sent: 12/10/2025 3:44:01 PM Viewed: 12/10/2025 8:46:14 PM Signed: 12/10/2025 8:46:26 PM Electronic Record and Signature Disclosure: Accepted: 8/8/2025 5:50:59 PM ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306 Lindsay Lara Lindsay.Lara@cityofsanrafael.org City Clerk City of San Rafael Signing Group: City Clerk Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 12/10/2025 8:46:29 PM Viewed: 12/15/2025 2:40:15 PM Signed: 12/15/2025 2:40:37 PM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Using IP Address: 199.88.113.8 Sent: 11/24/2025 10:46:41 AM Viewed: 11/24/2025 10:50:24 AM Completed: 11/24/2025 11:01:19 AM 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 11/24/2025 10:46:41 AM Envelope Updated Security Checked 11/24/2025 11:01:20 AM Envelope Updated Security Checked 11/24/2025 11:01:20 AM Envelope Updated Security Checked 11/24/2025 11:01:20 AM Envelope Updated Security Checked 11/24/2025 11:01:20 AM Envelope Updated Security Checked 11/24/2025 11:01:20 AM Certified Delivered Security Checked 12/15/2025 2:40:15 PM Signing Complete Security Checked 12/15/2025 2:40:37 PM Completed Security Checked 12/15/2025 2:40:37 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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