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HomeMy WebLinkAboutPD Accountability Consultant - Engagement Services; Third AmendmentTHIRD AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND FRANCINE KERRIDGE THIS THIRD AMENDMENT to the Professional Services Agreement by and between the CITY OF SAN RAFAEL (hereinafter “CITY”), and FRANCINE KERRIDGE (hereinafter “CONSULTANT”), is made and entered into as of _________________________. RECITALS WHEREAS, the CITY and CONSULTANT entered into a Professional Services Agreement dated October 3, 2022, pursuant to which CONSULTANT provides police accountability expertise, facilitation services, and community engagement services to the CITY, for an amount not to exceed $25,000 (the “Agreement”); and WHEREAS, the CITY and CONSULTANT entered into a First Amendment to the Professional Services Agreement dated January 17, 2023, to increase the maximum compensation to be paid under the Agreement by an amount of $40,000, and increasing the total not to exceed under the Agreement to $65,000; and WHEREAS, the CITY and CONSULTANT entered into a Second Amendment to the Professional Services Agreement dated November 3, 2023, to extend the term of the agreement by one year, through October 1, 2024; and WHEREAS, the CITY and CONSULTANT, agreed informally that the Term of the Agreement would be extended, and now wish to ratify and memorialize that extension; AMENDMENT TO AGREEMENT NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows: 1. Article 5 of the Agreement, entitled “TERM OF AGREEMENT” is hereby amended, effective as of October 1, 2024, to extend the Agreement Term through July 31, 2026. 2. Except as specifically amended herein, all of the other provisions, terms and obligations of the Agreement between the parties shall remain valid and shall be in full force. IN WITNESS WHEREOF, the parties have executed this Third Amendment on the day, month, and year first above written. July 1, 2025 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 L8.0106.A3 CITY OF SAN RAFAEL CONSULTANT ______________________________ By:______________________________ CRISTINE ALILOVICH, City Manager Name:____________________________ Title:_____________________________ ATTEST: [If Consultant is a corporation, add signature of second corporate officer] ______________________________ LINDSAY LARA, City Clerk By:_____________________________ APPROVED AS TO FORM: Name:____________________________ Title:_____________________________ ______________________________ ANDREA VISVESHWARA, Chief Assistant City Attorney FRANCINE KERRIDGE (Jun 23, 2025 14:33 PDT) FRANCINE KERRIDGE D(Jun23J Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 Francine 3rd Ammendment Final Audit Report 2025-06-23 Created:2025-06-23 By:Walter Gonzalez Valdez (walter.gonzalez@cityofsanrafael.org) Status:Signed Transaction ID:CBJCHBCAABAApbRHcFv_JPzrEdFb4vpTTKtfl6F3tzj6 "Francine 3rd Ammendment" History Document created by Walter Gonzalez Valdez (walter.gonzalez@cityofsanrafael.org) 2025-06-23 - 6:33:14 PM GMT Document emailed to FRANCINE KERRIDGE (tournour.francine@gmail.com) for signature 2025-06-23 - 6:33:18 PM GMT Email viewed by FRANCINE KERRIDGE (tournour.francine@gmail.com) 2025-06-23 - 9:31:12 PM GMT Document e-signed by FRANCINE KERRIDGE (tournour.francine@gmail.com) Signature Date: 2025-06-23 - 9:33:07 PM GMT - Time Source: server Agreement completed. 2025-06-23 - 9:33:07 PM GMT Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. All following documents are attached as reference material. RESPONSIBLE PARTY DESCRIPTION COMPLETED Project Manager Email PINS insurance request to Contractor ☐ City Attorney’s Office Review, revise as needed, and approve agreement as to form Department Director Review and approve agreement Risk Management Confirm insurance documentation is complete Finance Review and sign off on funding availability TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Project Manager: Contractor Name: Contractor’s Contact: Contact’s Email: City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700 X toumour.francine@gmail.comFrancine Tournour City Manager's Office Francine Tournour Angela Robinson Piñon X Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 AGREEMENT FOR PROFESSIONAL SERVICES This Agreement is made and entered into this day ofJ A e r 20?j!- by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and FRANCINE KERRIDGE, an individual (hereinafter "CONSULTANT"). RECITALS WHEREAS, CONSULTANT is qualified to and experienced in providing police accountability expertise, facilitation services, and community engagement services to support the CITY and its outgoing communication in the wake of a critical incident for the purposes specified in this Agreement; and WHEREAS, the CITY desires to use the services of CONSULTANT for the purposes provided in this Agreement. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The 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 Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Francine Kerridge is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide services as set forth and described in Exhibit A, attached hereto and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4. CITY shall furnish to Consultant only the facilities and equipment listed in Exhibit A according to the terms and conditions set forth in Exhibit A. 4. COMPENSATION. Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 For the performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT an hourly fee of $250.00 / hour. Cost for consultant services is based on the consultant's hourly fee and the City agrees to compensate the consultant for actual hours worked to perform project elements outlined herein, not -to -exceed $25,000. Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGREEMENT. The term of this Agreement shall be from September 22, 2022 through October 1, 2023. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to 3 months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty 30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 contractual liability and personal injury. 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5- If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or 2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the CONSULTANT under this agreement. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party_ At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. NSURANCE. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the Following insurance policies: 1. An automobile liability insurance policy in the minimum amount of three hundred thousand dollars ($300,000) per occurrence. 2. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the. CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 3. if it employs any person, CONSULTANT shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY. its officers; agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT'S insurance policies shall be "primary and noncontributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The primary and noncontributory" coverage in CONSULTANT'S politics shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively 'CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages. Court costs, reasonable attorney's fees as may be determined by the Court, litigation expenses and fees of' expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. Revised 1!29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPI.IANCE wral ALL I,AWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations Linder this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PALTY BENEI]ICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit lArith the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: FO CONSULTANT's Project Director: 16. INDEPENDENT CON FRACTOR. Cristine Alilovich Assistant City Manager 1400 Fifth Avenue San Rafael, CA 94901 Francine Kerridge Sacramento, CA 9-5$i' ib For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENfIRE AGREEMENT -- AMENDMENTS. Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 A. The ten -ns and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGANST D1-'I3TS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. 'WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND A170RNI FY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs including claims administration) and attorney's fees expended in connection with such action. 21. Crl'Y BUSINESS LICENSE! 0TI-II:R TAXER CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONSULTANT shall pay any and Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. SURVIVAI. OF TERMS. Any terms of this Agreement that by their nature extend beyond the tenn (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 23. APPI.ICAB1T T,AW. The laws of the State of California shall govern this Agreement. 24. COUNTE'RPAR'TS AND 13LECTRONIC SIGNt1'l'IM" This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. Signatures are on the following page.] Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL ATTEST: r LINDSAY LARA, City Clerk APPROVED AS TO I ORM: CONSULTANT Name: Francine Kerridge Title: f CONSULTANT is a corporation, add signature of second corporate officer] By: Name_ Title: Y RORER F. I3 5"T1;Tit1. City ttarney Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 Scope of Services Accountability Consultant / Engagement Services Francine Tournour PO Box 162362 Sacramento Ca 95816 toumour.francine@gmail.com 916) 207-1982 September 22nd, 2022 I. SUMMARY OF PROPOSAL Francine Tournour proposes to provide police accountability expertise and consulting services to the City of San Rafael (the City). The services proposed include communicating and engaging the community regarding the independent investigation of the San Rafael Police Department (SRPD) Use of Force incident on July 27, 2022. Services provided to the City will also include focused communication strategies and facilitation of community meetings, potential debriefing of the independent investigation to the extent legally permissible, and post investigation standards and practices moving forward. The meetings will focus on informing and educating community groups and members on the SRPD's investigation process and procedures following a critical incident, in an effort to inform the community, answer their questions and listen to their feedback. Services provided by the consultant are categorized in two primary phases. Phase one of the consultant's work will be community engagement and staff preparation in advance of specific outcomes from the release of a high profile investigation. Phase two of the consultant's work will be focused on "post investigation" communication with the community. II. PHASES OF WORK Phase One: w Work with community stakeholders, local leaders and city staff to co -create a repair and recovery" strategy for moving forward. Meet with city staff to collaborate on communication strategy to keep the community informed. Exhibit A Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 Review background materials and develop information to help develop recommendations for community engagement activities. Support the Mayor, Councilmembers, City Manager's Office, and Police Chief with direction and recommendations related to messaging developments (post - event / pre -investigation). Provide recommendations and insights on post -event community building (trust building) to the Police Chief/Command Staff. Provide recommendations to SRPD on how to engage and interact with potential confrontational members of the community. Phace Two Help the City (Police Department) communicate important information and updates in a clear, concise and compelling manner. Consult on the facilitation and support of community engagement activities including any community forums or meetings. Assist with the planning of a long-term social calendar / community interaction schedule to ensure the community is provided critical information in a timely manner. Provide direction and support for on-going organizational messaging moving forward from the "post investigation" release to the community Proiect Cost Cost for consultant services is based on the consultant's hourly fee of $250.00 / hour. The City agrees to compensate the consultant for actual hours worked to perform project elements outlined herein, not -to -exceed $25,000. The consultant agrees to invoice the City on a monthly basis for actual hours worked. The Department / City will be responsible for covering costs for miscellaneous expenses to support the consultant's work (i.e. facility rental, water / refreshments, materials, etc.) Exhibit A Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 III. CONSULTANT EXPERIENCE A solid record of community engagement and transparent interactions, the consultant Francine Tournour) serves to support communication and community engagement. The consultant holds a Bachelor of Science degree in Criminal Justice from Madonna University in Michigan and a Master's in Emergency Management from CSU Long Beach. Tournour formerly served as Director for the City of Sacramento's Office of Public Safety Accountability (OPSA) (13 years). In that role she provided oversight, and review of numerous high profile critical incidents involving the Sacramento public safety departments. The consultant has practical work experience in assisting the public during the complaint process against public safety employees while ensuring transparency and accountability in that process. The consultant additionally holds the contract for Inspector General to the County of Sacramento providing public safety oversight. In 2019 Governor Jerry Brown appointed Tournour to the California Board of State Community Corrections, which governs and regulates the condition and specifications of local jails. Exhibit A Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Police Department Project Manager: David C. Spiller Extension: x 3470 Contractor Name: Francine Tournour Contractor's Contact: 916-207-1982 Contact's Email: Tournour.francine@gmail.com FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 Project Manager 9/21/2022 9/21/2022 b. Email contract (in Word) and attachments to City D. C. Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 9/22/2022 and return to Project Manager 9/22/2022 GC_ b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor GC 3 Department Director Approval of final agreement form to send to 9/28/2022 x contractor D. C. 4 Project Manager Forward three (3) originals of final agreement to Click here to Project Manager contractor for their signature enter a date. 5 When necessary, contractor -signed agreement N/A agendized for City Council approval * City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or 75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City I Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed City Attorney agreement 8 Review and approve insurance in PINS, and bonds City Manager/ Mayor for Public Works Contracts) 9 Agreement executed by City Council authorized official la 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SAN RAFAEL AND FRANCINE KERRIDGE THIS FIRST AMENDMENT is made and entered into as ofIA-Af WW 2023, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and FRANCENE KERRIDGE (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY and CONSULTANT entered into that certain October 3, 2022, Agreement for Professional Services (the "Agreement"), attached hereto as Exhibit A, pursuant to which CONSULTANT provides police accountability expertise, facilitation services, and community engagement services to the CITY, as more fully described in the Agreement; and WHEREAS, for such services performed by CONSULTANT, the CITY pays CONSULTANT an hourly fee of $250.00/hour for actual hours worked, not to exceed a total of $25,000 under the Agreement; and WHEREAS, the CITY wishes to continue using the services of CONSULTANT and increase the maximum compensation to be paid under the Agreement, as set forth herein. AMENDMENT TO AGREEMENT NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows - 1. Section 4, Compensation: The total amount of compensation to be paid under the Agreement is hereby increased by $40,000, bringing the total from not to exceed 25,000, to not to exceed $65,000. All other compensation terms of the Agreement remain valid and in full force and effect, including CONSULTANT's hourly fee of 250.00. 2. Except as specifically amended herein, all of the other provisions, terms and obligations of the Agreement between the parties shall remain valid and shall be in full force. Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 IN WITNESS WHEREOF, the parties have executed this First Amendment on the day, month, and year first above written. CITY OF SAN RAFAEL CONSULTANT JI 5CH TZ, ity anager Name: kk Title: ATTEST: If CONSULTANT is a corporation, add signature of second corporate officer] LINDSAY LARA, City Clerk By: APPROVED AS TO FORM: Name: 7 Title: GEN EVE COYLE, istant City Attorney Exhibits Exhibit A — Agreement 2 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 AGREEMENT FOR PROFESSIONAL SERVICES This Agreement is made and entered into this day of 204by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and FRANCINE KERRIDGE, an individual (hereinafter "CONSULTANT"). RECITALS WHEREAS, CONSULTANT is qualified to and experienced in providing police accountability expertise, facilitation services, and community engagement services to support the CITY and its outgoing communication in the wake of a critical incident for the purposes specified in this Agreement; and WHEREAS, the CITY desires to use the services of CONSULTANT for the purposes provided in this Agreement. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The 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 Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Francine Kerridge is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide services as set forth and described in Exhibit A, attached hereto and incorporated herein. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4. CITY shall famish to Consultant only the facilities and equipment listed in Exhibit A according to the terms and conditions set forth in Exhibit A. 4. COMPENSATION. L A doff A Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 For the performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT an hourly fee of $250.00 / hour. Cost for consultant services is based on the consultant's hourly fee and the City agrees to compensate the consultant for actual hours worked to perform project elements outlined herein, not -to -exceed $25,000. Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. TERM OF AGREEMENT. The term of this Agreement shall be from September 22, 2022 through October 1, 2023. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to 3 months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty 30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 contractual liability and personal injury. 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that maybe 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 tennination of this Agreement; said insurance coverage shall survive for a period of not less than live years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with t11e effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or 2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the CONSULTANT under this agreement. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the PROJECT MANAGER and Citv Attorney and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other- additional insured party_ At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of' Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 9. ASSIGNABILITY, The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. An automobile liability insurance policy in the minimum amount ofthree hundred thousand dollars ($300,000) per occurrence. 2. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 3_ If it employs any person, CONSULTANT shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers; agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT'S insurance policies shall be "primary and noncontributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as ISO form CG20 01 04 13. 3. Exccpt for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. It. 1NDEMMFIC:A1I0N. A. Except as otherwise provided in Paragraph B., CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees'), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively `CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct ofthe City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S perforrnance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. 13. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold han-nless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages. Cow -t costs; reasonable attorney's fees as may be determined by the Court; litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such Citv Indemnitee. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. Revised 1!29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 113. COMPI.IANCH WITII ALI. I.AWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO Ti IRD PARTY BENE IClARII:S. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the ten -ns and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service; postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: FO CONSULTANT's Project Director: 16. INI7EPENDI.N l- CONTIU TOR. Cristine Alilovich Assistant City Manager 1400 Fifth Avenue San Raracl, CA 94901 Francine Kerridge Sacramento, CA 95@i T 1b For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CTI'Y_ CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ElgrlRI, AGRL"Isiy1l,N'l* -- AMI:Nvlvt N rs. Revised 1/29!2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 A. The terms and conditions of this Agreement, all exhibits attached_ and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D_ The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSUL'T'ANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term; covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND A'l"1' RNI:Y'S FEES. The prevailing party in any action brought to enforce the terns and conditions of this Agreement, or arising out of the perfonnance of this Agreement, may recover its reasonable costs including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSNESS LICENSE / OT1Ilil TAXI -S. CONSULTANT shall obtain and maintain during the duration of this Ao cement, a CITY business license as required by the San Rafael Municipal Code CONSULTANT shall pay any and Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. SURVIVAL OF TERMS, Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 23. Al1?l.1QA131.FT.AW. The laws of the State of California shall govern this Agreement. 24. COUNTERPAI;CYS AND EIX.CfRONIC SIGNAT[JRE. This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. Signatures are on the following page.] Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL ATTEST: t/J'. n J LINDSAY LARA, City Clerk APPROVED AS TO FORM: CONSULTANT Name: Francine Kerridge Title: If CONSULTANT is a corporation, add signature of second corporate officer] By: Name: Title: ROB -1-,M' [-. l :f'.: -'ir ,IN. Cite , ttomev Revised 1/29/2020 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 Scope of Services Accountability Consultant / Engagement Services Francine Tournour PO Box 162362 Sacramento Ca 95816 toumour.francine@gmail.com 916) 207-1982 September 22nd, 2022 I. SUMMARY OF PROPOSAL Francine Tournour proposes to provide police accountability expertise and consulting services to the City of San Rafael (the City). The services proposed include communicating and engaging the community regarding the independent investigation of the San Rafael Police Department (SRPD) Use of Force incident on July 27, 2022. Services provided to the City will also include focused communication strategies and facilitation of community meetings, potential debriefing of the independent investigation to the extent legally permissible, and post investigation standards and practices moving forward. The meetings will focus on informing and educating community groups and members on the SRPD's investigation process and procedures following a critical incident, in an effort to inform the community, answer their questions and listen to their feedback. Services provided by the consultant are categorized in two primary phases. Phase one of the consultant's work will be community engagement and staff preparation in advance of specific outcomes from the release of a high profile investigation. Phase two of the consultant's work will be focused on "post investigation" communication with the community. II. PHASES OF WORK Phase One: Work with community stakeholders, local leaders and city staff to co -create a repair and recovery" strategy for moving forward. Meet with city staff to collaborate on communication strategy to keep the community informed. Exhibit A Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 Review background materials and develop information to help develop recommendations for community engagement activities. Support the Mayor, Councilmembers, City Manager's Office, and Police Chief with direction and recommendations related to messaging developments (post event / pre -investigation). Provide recommendations and insights on post -event community building (trust building) to the Police Chief/Command Staff. Provide recommendations to SRPD on how to engage and interact with potential confrontational members of the community. Phase Two Help the City (Police Department) communicate important information and updates in a clear, concise and compelling manner. Consult on the facilitation and support of community engagement activities including any community forums or meetings. Assist with the planning of a long-term social calendar / community interaction schedule to ensure the community is provided critical information in a timely manner. Provide direction and support for on-going organizational messaging moving forward from the "post investigation" release to the community Project Cost Cost for consultant services is based on the consultant's hourly fee of $250.00 / hour. The City agrees to compensate the consultant for actual hours worked to perform project elements outlined herein, not -to -exceed $25,000. The consultant agrees to invoice the City on a monthly basis for actual hours worked. The Department / City will be responsible for covering costs for miscellaneous expenses to support the consultant's work (i.e. facility rental, water / refreshments, materials, etc.) Exhibit A Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 III. CONSULTANT EXPERIENCE A solid record of community engagement and transparent interactions, the consultant Francine Tournour) serves to support communication and community engagement. The consultant holds a Bachelor of Science degree in Criminal Justice from Madonna University in Michigan and a Master's in Emergency Management from CSU Long Beach. Tournour formerly served as Director for the City of Sacramento's Office of Public Safety Accountability (OPSA) (13 years). In that role she provided oversight, and review of numerous high profile critical incidents involving the Sacramento public safety departments. The consultant has practical work experience in assisting the public during the complaint process against public safety employees while ensuring transparency and accountability in that process. The consultant additionally holds the contract for Inspector General to the County of Sacramento providing public safety oversight. In 2019 Governor Jerry Brown appointed Toumour to the California Board of State Community Corrections, which governs and regulates the condition and specifications of local jails. Exhibit A Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Police Department Project Manager: David C. Spiller Extension: x 3470 Contractor Name: Francine Tournour Contractor's Contact: 916-207-1982 Contact's Email: Tournour.francine@gmail.com FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 9/21/2022 9/21/2022 b. Email contract (in Word) and attachments to City D. C. Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 9/22/2022 and return to Project Manager 9/22/2022 Xi _GCT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor GC- C33DepartmentDirectorApprovaloffinalagreementformtosendto9/28/2022 x Project Manager contractor D. C. 4 Forward three (3) originals of final agreement to Click here to contractor for their signature T When necessary, contractor -signed agreement enter a date 5 Project Manager N/A agendized for City Council approval * City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or 75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT Project Manager CONTINUE ROUTING PROCESS WITH HARD COPY 6 Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 1 1 agreement City Attorney Review and approve insurance in PINS , and bonds8 for Public Works Contracts) I j City Manager/ Mayor Agreement executed by City Council authorized 9 jL9 official A a 10 City Clerk Attest signatures, retains original agreement and D forwards copies to Project Manager Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 R. RAP 16 t1 s 2 o y WITH p CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager's Office Project Manager: Cristine Alilovich Extension: x 3384 Contractor Name: Francine Tournour Contractor's Contact: 916-207-1982 Contact's Email: Tournour.francine@gmail.com FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to eater a date. b. Email contract (in Word) and attachments to City Click here to Attorney c/o Laraine.Gittens@cityofsanrafael.org enter a date. 2 City Attorney a. Review, revise, and comment on draft agreement 1/11/2023 and return to Project Manager Click here to b. Confirm insurance requirements, create Job on enter a date. PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 1/11/2023 contractor I 4 Project Manager Forward three (3) originals of final agreement to 1/11/2023 contractor for their signature 5 Project Manager When necessary, contractor -signed agreement X N/A agendized for City Council approval * City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or 75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS , and bonds for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager f Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 SECOND AMI,NUIIF,N'1"I'O'I'lll; ikGRP'EIMENT FOR PROFESSIONAL SERVICES 13F.T11'l l?N 'I'lll? CI'1'1' OI' SAN RAI,AEL AND FRANCINE KERRIDGE I'IIIS SLCOND ANIENDi11F.NT to the Profcssional Services Agreement by and between the CITY OF SAN ItAhAV;L, (hercinallcr "CI"1'Y" ), and FRAN '1NE "ERRIDGE hercinaller"CONS ULTAN'1"'), is made and entered into as of _ // a_-- RECITALS WHEREAS, the CITY and CONSULTANT entered Into a Professional Services Agreement dated October 3, 2022, pursuant to which CONSULTANT provides police accountability expertise, facilitation services, and community engagement services to the CITY, for an amount not to exceed $25,000 (the "Agreement"); and WHEREAS, the CITY and CONSULTANT entered into a First Amendment to the Professional Services Agreement dated January 17, 2023, to increase the maximum compensation to be paid under the Agreement by an amount of $40,000, and increasing the total not to exceed under the Agreement to $65,000; and WHEREAS, under the terns of the Agreement, the Term of the Agreement was to expire on October 1, 2023; however CITY and CONSULTANT, agreed informally that the Tenn of the Agreement would be extended, and now wish to ratify and memorialize that extension; AMENDMENT TO AGREEMENT NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows: 1. Article 5 of the Agreement, entitled "TERM OF AGREEMENT" is hereby amended, effective as of October 1, 2023, to extend the Agreement term by one year, through October 1, 2024. 3. Except as specifically amended herein, all of the other provisions, terms and obligations of the Agreement between the parties shall remain valid and shall be in full force. IN WITNESS WHEREOF, the parties have executed this Second Amendment on the day, month, and year first above written. Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 CITY OF SAN RAFAEL i CRI 'E LILOVICI-I, City ager ATTEST: 4f LINDSAY LARA, City Clerk APPROVED AS TO FORM: ROB F. PSTEIN, City Attorney 2 CONSULTANT Name: 'O I'\uemL- `ay-1 4L If Contractor is a corporation, add signature of second corporate officer] Name: Title: Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 RAP 1 1 s 2 o lY WITH P\ h CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager Project Manager: Bernadette Sullivan Extension: 3458 Contractor Name: Francine Kerridge (Tournour) Contractor's Contact: 916-207-1982 Contact's Email: tournour.francine@gmail.com FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial a. Email PINS Introductory Notice to Contractor Click here to1ProjectManager enter a date. b. Email contract (in Word) and attachments to City 9/26/2023 Attorney c/o Laraine.Gittens@cityofsanrafael.org X BS 9/29/20232CityAttorneya. Review, revise, and comment on draft agreement and return to Project Manager 9/29/2023 X NIT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor X NT 10/2/2023 X 3 Department Director Approval of final agreement form to send to contractor ARP 4 Project Manager Forward three (3) originals of final agreement to 10/2/2023 X contractor for their signature ix: N/A5ProjectManagerWhennecessary, contractor -signed agreement agendized for City Council approval * City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or 75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 10/10/23 BS Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed i 113 z3 c' agreement City Attorney Review and approve insurance in PINS, and bonds8 for Public Works Contracts) City Manager / Mayor Agreement executed by City Council authorized f l 9 official City Clerk rAttest signatures, retains original agreement and10 forwards copies to Project Manager 1 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 Docusign Envelope ID: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 Certificate Of Completion Envelope Id: 8F70C87E-8BC9-4C00-9286-8F5E97FE3AD8 Status: Completed Subject: DocuSign: Amendment with Francine Tournour for Consulting Services Source Envelope: Document Pages: 39 Signatures: 3 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 12/15/2025 11:40:50 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: 12/16/2025 11:43:48 AM Viewed: 12/16/2025 11:44:38 AM Signed: 12/16/2025 11:44:42 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Angela Robinson Piñon Angela.RobinsonPinon@cityofsanrafael.org Acting City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2600:1010:b20c:1b42:3433:f6ee:5ed5:2aea Signed using mobile Sent: 12/16/2025 11:43:49 AM Viewed: 12/16/2025 12:42:58 PM Signed: 12/16/2025 12:43:08 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Van Bach Van.Bach@cityofsanrafael.org Signing Group: Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 12/16/2025 12:43:11 PM Viewed: 12/18/2025 8:23:36 AM Signed: 12/18/2025 8:23:43 AM Electronic Record and Signature Disclosure: Accepted: 12/18/2025 8:23:36 AM ID: a2681628-b083-4629-955e-e87423147c68 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: 12/18/2025 11:52:00 AM Viewed: 12/22/2025 8:45:27 AM Signed: 12/22/2025 8:45:43 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Signer Events Signature Timestamp 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: 199.88.113.8 Sent: 12/18/2025 11:52:00 AM Resent: 12/23/2025 10:45:56 AM Resent: 12/29/2025 12:36:34 PM Resent: 1/2/2026 11:34:09 AM Resent: 1/5/2026 9:42:11 AM Viewed: 1/5/2026 10:38:58 AM Signed: 1/5/2026 10:50:46 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: 199.88.113.8 Sent: 1/5/2026 10:50:50 AM Resent: 1/7/2026 4:10:20 PM Viewed: 1/7/2026 4:12:41 PM Signed: 1/7/2026 4:12:46 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: 1/7/2026 4:12:50 PM Viewed: 1/12/2026 1:54:42 PM Signed: 1/12/2026 1:57:46 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: 12/15/2025 1:06:28 PM Viewed: 12/16/2025 11:41:12 AM Completed: 12/16/2025 11:43:47 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 Francine Tournour tournour.francine@gmail.com Security Level: Email, Account Authentication (None)Using IP Address: 204.108.16.90 Viewed using mobile Sent: 12/18/2025 8:23:47 AM Resent: 12/18/2025 11:48:56 AM Viewed: 12/18/2025 11:51:59 AM Electronic Record and Signature Disclosure: Accepted: 12/18/2025 11:51:59 AM ID: 837cc524-21dc-4f98-802d-4f1c7322ebfb Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/15/2025 1:06:28 PM Envelope Updated Security Checked 12/16/2025 11:43:47 AM Envelope Updated Security Checked 12/16/2025 11:43:47 AM Envelope Updated Security Checked 12/16/2025 11:43:47 AM Envelope Updated Security Checked 12/16/2025 11:43:47 AM Envelope Updated Security Checked 12/16/2025 11:43:48 AM Envelope Updated Security Checked 12/16/2025 11:43:48 AM Envelope Updated Security Checked 12/16/2025 11:43:48 AM Envelope Updated Security Checked 12/18/2025 11:48:55 AM Certified Delivered Security Checked 1/12/2026 1:54:42 PM Signing Complete Security Checked 1/12/2026 1:57:46 PM Completed Security Checked 1/12/2026 1:57:46 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. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of San Rafael: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: city.clerk@cityofsanrafael.org To advise City of San Rafael of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at city.clerk@cityofsanrafael.org and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM Parties agreed to: Van Bach, Cristine Alilovich, Francine Tournour previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of San Rafael To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of San Rafael To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check- box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of San Rafael as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of San Rafael during the course of your relationship with City of San Rafael.