HomeMy WebLinkAboutCM Business Improvement District Management and Support Services
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CITY OF SAN RAFAEL
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Contract”) is entered into by and between
the City of San Rafael (“City”) and San Rafael Chamber of Commerce (“Contractor”), a
California nonprofit mutual corporation, and is effective on _____________________
(“Effective Date”). City and Contractor may be referred to individually as a “Party” or
collectively as the “Parties” or the “Parties to this Contract.”
RECITALS
A. The Parking and Business Improvement Area Law of 1989, Cal. Strs. &
Hwys. Code § 36500 et seq. (“1989 Act”), authorizes cities to establish parking and
business improvement assessment areas for the purpose of promoting economic
revitalization and physical maintenance of business districts in order to create jobs, attract
new businesses, and prevent erosion of business districts; and
B. Pursuant to the 1989 Act, in June 2013 the City Council of San Rafael
adopted Ordinance No. 1912 (“Ordinance”), codified in the San Rafael Municipal Code
(“SRMC”) Chapter 10.09, establishing a reorganized Downtown San Rafael Business
Improvement District (the “BID” as defined in SRMC Section 10.09.030), to establish an
area in the downtown to levy assessments to generate revenue for the purposes set forth
in SRMC Section 10.09.060; and
C. Pursuant to section 36530 of the 1989 Act and SRMC Section 10.09.080,
the Council appoints an Advisory Board consisting of members who own or represent a
business in the BID or voluntary members; and
D. The Advisory Board's primary function is to administer the affairs of the BID
and prepare an annual report each year describing which assessments are to be levied
and file the report with the City Clerk; and
E. The Advisory Board is subject to the Ralph M. Brown Act (Chapter 9
(commencing with Section 54950) of Part I of Division 2 of Title 5 of the Government
Code) at all times when matters within the subject matter of the District are heard, and
the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of
Division 7 of Title I of the Government Code), for all records relating to activities of the
District; and
F. Contractor is a member-based business advocacy organization supporting
local businesses of San Rafael and has been operating and serving the business
community for over one hundred years; an
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G. Contractor has the ability to provide fiscal oversight, operations, and annual
reporting of for the Advisory board, and given its members, is best situated to create
capacity building and pathways for long-term sustainability to support Downtown San
Rafael; and
H. Accordingly, City desires to secure professional services more fully
described in this Contract, at Exhibit A, entitled “SCOPE OF WORK”; and
I. Contractor represents that it, and its subcontractors, if any, have the
professional qualifications, expertise, and necessary licenses and desire to provide
certain goods and/or required services of the quality and type which meet the objectives
and requirements of the City; and
J. The Parties have specified herein the terms and conditions under which
such services will be provided and paid for.
NOW, THEREFORE, the parties hereby agree as follows:
CONTRACT
1. WORK TO BE PERFORMED.
Except as otherwise may be expressly specified in this Contract, Contractor shall
furnish all technical and professional services, including labor, material, equipment,
transportation, supervision and expertise (collectively referred to as “Services”) to
satisfactorily complete the work required by City at its sole risk and expense. Services to
be provided to City are more fully described in Exhibit A entitled “SCOPE OF WORK.”.
2. COMPENSATION.
In consideration for Contractor’s complete performance of the Scope of Work,
City will pay Contractor in accordance with the rates and/or prices set forth in Exhibit
A, up to the not-to-exceed amount of $140,000.
Contractor shall not increase its rates throughout the Term of this Contract, except
that upon 60 day written notice, Contractor may adjust its rates no more than once
annually at a maximum amount equal to the percentage change through December in the
prior calendar year to the consumer price index (“CPI”) for California, All Urban
Consumers, San Francisco-Oakland-San Jose areas, not to exceed five percent (5%).
Contractor will bill City on a monthly basis for work performed by Contractor
during the preceding month, subject to verification by City. City will pay Contractor within
thirty (30) days of City’s receipt of invoice.
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3. TERM OF CONTRACT.
This Contract becomes effective upon the date listed as "Effective Date" and shall
remain in effect until the completion of all obligations of both Parties hereto, or June 30,
2026, whichever comes first, unless terminated or amended as provided herein.
4. RELIANCE ON PROFESSIONAL SKILL OF CONTRACTOR.
Contractor represents that it has the necessary professional skills to perform the
work required and the City shall rely on such skills of the Contractor to do and perform
the work. In performing the work hereunder Contractor shall adhere to the standards
generally prevailing for the performance of expert consulting services similar to those to
be performed by Contractor hereunder.
Contractor represents that it has reviewed Exhibit A and that in its professional
judgment the work to be performed under this Contract can be performed for a fee within
the maximum amount set forth herein and within the times specified.
Contractor represents that it possesses all necessary training, licenses and
permits to perform the Scope of Work and that its performance of the Scope of Work will
conform to the standards of practice of a professional having experience and expertise in
performing professional services of like nature and complexity of the Scope of Work
working on similar, successfully completed projects.
The granting of any progress payment by City, or the receipt thereof by
Contractor, or any inspection, review, approval or oral statement by any representative
of City or any other governmental entity, shall in no way waive or limit the obligations in
this Paragraph 4 or lessen the liability of Contractor for unsatisfactory work, including but
not limited to cases where the defective or below standard work may not have been
apparent or detected at the time of such payment, inspection, review or approval.
5. PROJECT COORDINATION.
A. City’s Project Manager. Angela Robinson Piñon, Assistant City Manager, is
hereby designated the Project Manager for the City and said Project Manager shall
supervise all aspects of the progress and execution of this Contract.
B. Contractor’s Project Director. Contractor shall assign a single Project
Director to have overall responsibility for the progress and execution of this Contract for
Contractor. Karen Strolia, President, is hereby designated as the Project Director for
Contractor. Should circumstances or conditions subsequent to the execution of this
Contract require a substitute Project Director, for any reason, the Contractor shall notify the
City within ten (10) business days of the substitution.
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6. TERMINATION.
A. The term of this Contract shall commence upon the date hereinabove written
and shall expire upon completion of performance of work hereunder by Contractor.
B. Notwithstanding the provisions of (A) above, City may with or without cause,
direct Contractor to suspend, delay or interrupt the work, in whole or in part, for such periods
of time as City may determine in its sole discretion.
C. City may terminate this Contract in whole, or from time to time in part, for
default, should Contractor commit a material breach of this Contract, or part thereof, and
not cure such breach within ten (10) calendar days of the date of City’s written notice to
Contractor demanding such cure, in which case Contractor shall be liable to City for all
loss, cost, expense, damage and liability resulting from such breach and termination.
D. City may terminate this Contract in whole, or from time to time in part, for
convenience, whenever City determines that such termination is in City’s best interests, in
which case Contractor shall be entitled to recover its costs expended up to the termination
date plus reasonable profit thereon to the termination date as this Contract would otherwise
provide, but may recover no other cost, damage or expense. Contractor shall continue its
work throughout the course of any dispute, and Contractor’s failure to continue work during
a dispute shall be a material breach of this Contract.
E. Lack of Appropriation: If this Contract is a multi-year contract, subject to
appropriation each fiscal year, the City may terminate this Contract immediately for lack of
appropriation of funds.
F. Effect of Termination. Upon receipt of notice of termination, neither party
shall incur additional obligations under any provision of this Contract without the prior written
consent of the other.
G. Return of Documents. Upon termination, any and all City documents or
materials provided to Contractor and any and all of Contractor's documents and materials
prepared for or relating to the performance of its duties under this Contract, shall be
delivered to City as soon as possible, but not later than thirty (30) days after termination.
7. INSURANCE REQUIREMENTS.
During the term of this Contract, and for any time period set forth in Exhibit B,
Contractor shall procure and maintain in full force and effect, at no cost to City insurance
policies with respect to employees and vehicles assigned to the performance of work
under this Contract with coverage amounts, required endorsements, certificates of
insurance, and coverage verifications as defined in Exhibit B.
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8. INDEMNIFICATION.
A. Except as otherwise provided in subparagraph B of this section, Contractor
shall, to the fullest extent permitted by law, indemnify, release, defend with counsel
approved by City, and hold harmless City, its officers, agents, employees and volunteers
(collectively, the “City Indemnitees”), from and against any claim, demand, suit,
judgment, loss, liability or expense of any kind, including but not limited to attorney's fees,
expert fees and all other costs and fees of litigation, (collectively “CLAIMS”), arising out
of Contractor’s performance of its obligations or conduct of its operations under this
Contract. The Contractor's obligations apply regardless of whether or not a liability is
caused or contributed to by the active or passive negligence of the City Indemnitees.
However, to the extent that liability is caused by the active negligence or willful misconduct
of the City Indemnitees, the Contractor's indemnification obligation shall be reduced in
proportion to the City Indemnitees’ share of liability for the active negligence or willful
misconduct. In addition, the acceptance or approval of the Contractor’s work or work
product by the City or any of its directors, officers or employees shall not relieve or reduce
the Contractor’s indemnification obligations. In the event the City Indemnitees are
made a party to any action, lawsuit, or other adversarial proceeding arising from
Contractor’s performance of or operations under this Contract, Contractor shall provide
a defense to the City Indemnitees or at City’s option reimburse the City Indemnitees
their costs of defense, including reasonable attorneys’ fees, incurred in defense of such
claims.
B. Where the work to be performed by Contractor under this Contract are
design professional services to be performed by a design professional as that term is
defined under Civil Code Section 2782.8, then, to the extent permitted by law including
without limitation, Civil Code sections 2782, 2782.6 and 2782.8, Contractor shall
indemnify and hold harmless the City and its officers, officials, and employees
(collectively City Indemnitees) from and against damages, liabilities or costs (including
incidental damages, Court costs, reasonable attorney’s fees as may be determined by
the Court, litigation expenses and fees of expert witnesses incurred in connection
therewith and costs of investigation) to the extent they are caused by the negligence,
recklessness, or willful misconduct of Contractor, or any sub Contractors, or
subcontractor or anyone directly or indirectly employed by them, or anyone for whom they
are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify
any indemnity shall not apply to the extent that such Liabilities are caused in part by the
negligence or willful misconduct of such City Indemnitee.
C. The defense and indemnification obligations of this Contract are undertaken
in addition to, and shall not in any way be limited by, the insurance obligations contained
in this Contract and shall survive the termination or completion of this Contract for the full
period of time allowed by law.
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9. PREVAILING WAGE.
If the work to be performed under this Contract is for services where prevailing
wages are required by State law, Contractor shall pay prevailing wages to its employees
on any contract in excess of $1,000.00, Copies of the general prevailing rates of per diem
wages for each craft, classification, or type of worker needed to execute the Contract, as
determined by Director of the State of California Department of Industrial Relations, are
on file at the City’s Public Works Department upon request and may be obtained from the
California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. Contractor shall comply
with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all
employees, pursuant to the California Labor Code. Contractor and all subcontractors
shall keep and maintain accurate employee payroll records for Work performed under the
Contract. The payroll records shall be certified and submitted as required by law, including
Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor
Commissioner no less frequently than monthly. Contractor shall comply fully with Labor
Code Section 1777.5 in the hiring of apprentices for work relating to the Contract.
10. NOTICES.
All notices and other communications required or permitted to be given under this
Contract, including any notice of change of address, shall be in writing and given by email,
personal delivery, or deposited with the United States Postal Service, postage prepaid,
addressed to the parties intended to be notified. Notice shall be deemed given as of the
date of email, personal delivery, or if mailed, upon the date of deposit with the United States
Postal Service. Notice shall be given as follows:
To City’s Project Manager:
[As identified in item 5.A]
1400 Fifth Avenue
San Rafael, CA 94901
Email: angelar@cityofsanrafael.org
To Contractor’s Project Director:
[As identified in item 5.B]
817 Mission Avenue
San Rafael, CA 94901
Email: kstrolia@srchamber.com
11. LIABILITY OF CITY.
Except as provided in Exhibit A, Scope of Work to be Provided by Contractor and
Exhibit B, Insurance, City's obligations under this Contract shall be limited to the payment
of the compensation provided for in Paragraphs 1 and 2 of this Contract,
Notwithstanding any other provision of this Contract, in no event shall City be liable,
regardless of whether any claim is based on contract, tort or otherwise, for any special,
consequential, indirect or incidental damages, lost profits or revenue, arising out of or in
connection with this Contract, the Scope of Work, or the Project.
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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.]
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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: _____________________________
Cristine Alilovich
City Manager
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San Rafael Chamber of Commerce
President & CEO
Karen Strolia
Joe McCallum
Board Chair
San Rafael Chamber of Commerce
Chief Assistant City Attorney
Andrea Visveshwara
January 12, 2026
City Clerk
Lindsay Lara
v. June 13, 2025 Exhibit A
EXHIBIT A
SCOPE OF WORK
Purpose:
To enhance small business support services in San Rafael through the San Rafael
Chamber of Commerce (Chamber), building upon the existing Chamber network to
provide responsive, business-friendly advocacy that fosters economic vitality,
strengthens city-business relationships, and accelerates problem-solving and resource
delivery, and to provide support to the City’s advisory board established by San Rafael
Municipal Code Section 10.09.080 (“Advisory Board”) to the Downtown San Rafael
Business Improvement District (District) administer the programs and projects funded by
the assessments from the District consistent with Chapter 10.09 of the San Rafael
Municipal Code.
Objectives:
• Expand outreach and services to non-Chamber members, especially in the
downtown district.
• Build trust and improve communication between the City and its business
community.
• Provide feedback from local businesses to inform City policy and development
programs.
• Support business functions for the District.
Use of Funds:
Tasks A through F, and I of this Exhibit specify services to support businesses outside of
the boundaries of the District, or to enhance District services. Those services shall not be
funded with funds collected by the District's assessments.
District funds must be expended and administered pursuant to San Rafael Municipal
Code Section 10.09.060, District Administrative Guidelines (Resolution No. 15212), and
the 1989 Act. District funds may be used for the deliverables and activities provided in
Tasks G and H contained herein. The City anticipates collecting $65,000 in District Funds,
which will be transmitted to the Chamber for expenditure as prescribed in Task J.
Tasks & Deliverables:
A. Business Outreach, Advocacy& Support to Non-Chamber Members
• Conduct no-cost ribbon cuttings for new or expanding businesses.
• Coordinate with County Environmental Health to support businesses getting
into compliance and advocate; and conduct policy advocacy to inform County
policy and program development.
B. Homelessness Liaison Support
• Respond to business inquiries related to homelessness. Refer businesses to
the appropriate resource – either City staff, SAFE team, non-profit service
providers, etc.
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C. GO Program Assessment & Promotion
• Distribute bi-monthly marketing materials promoting the GO Program to
Chamber members and non-members.
• Solicit feedback from businesses to assess the efficacy of the GO Program.
Provide recommendations to the City regarding program and/or process
enhancements.
D. Assess Business Sentiment & Data Collection
• Design and administer a targeted business survey.
• Analyze and report findings to the City within 60 days of survey close, including
key business issues and needs, sentiment trends, and barriers to growth.
E. Business Expansion Support
• Based on survey results, work with city staff to implement one targeted support
program to address the feedback received from businesses.
F. Tourism & Local Commerce Campaign
• Collaborate with the City to assess the efficacy and return on investment of the
Marin Convention & Visitors Bureau initiatives in enhancing local tourism and
make recommendations for improvement.
• Assess the feasibility of implementing a “Build a Better San Rafael” program,
modeled after San Luis Obispo’s program.
G. Reporting Requirements
• Deliver an annual impact report detailing overall program outcomes, business
feedback, and strategic recommendations. The report should include BID and
Chamber membership data, the number of businesses assisted under task A,
the number of events hosted, sponsorship revenue, the number of website
visits, e-newsletter open rate, social media engagement, information on
partnerships and initiatives, and any other qualitative or quantitative information
relevant to tasks funded under this agreement.
H. District Management Services
• Provide administrative oversight of the District and ensure that the affairs and
duties of the District Advisory Board are conducted in conformance with the
1989 Act, Chapter 10.09 of the San Rafael Municipal Code, and the District
Administrative Guidelines (attached hereto as Exhibit C-1.
• Receive, hold, and distribute District Funds, as prescribed in Section J of this
scope of work.
• Develop the Annual Report and Budget for review and approval by the District
Advisory Board, and submit it to the City Clerk.
• Monitor the Budget and ensure monthly financial reports are prepared and
presented to the District Advisory Board (including income statement, balance
sheet, and evaluation of budget performance).
• Assist with an annual planning calendar and preparation and implementation
of the District’s meetings, District Advisory Board member selection
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recommendations to the City Council, and annual reports.
• Schedule, plan, and host meetings of the District Advisory Board, including a
meeting of the District Advisory Board within one (1) month of the Chamber’s
receipt of the first payment of District Funds.
• Provide administrative services and support to the District to implement District
program activities within the approved budget as needed.
• Provide District member support related to District program activities as
business issues may arise.
• Award and administer contracts on behalf of the District for District activities.
• Market and promote the District’s events and activities within budget.
• Maintain a webpage dedicated to promoting and marketing the District and
events and activities of the District
I. District Enhancement Services
• The Chamber will provide the following enhancement services to the City
related to the District (collectively, " District Enhancement Services"):
i. Identify strategic partners, resources, and programs that could benefit
San Rafael Downtown businesses and property owners for improved
physical upgrades, safety, and marketing;
ii. Provide leadership training and orientation for Chamber staff supporting
District activities; and
iii. With City staff, liaison to the District to keep members informed of City
issues and construction that may affect the District and its members.
J. District Funds Budgetary, Auditing, and Financial Obligations
• District Funds Held in Restricted Funds Account. All District Funds in the
possession/control of the Chamber hereunder are the property of the District
and shall be held in a separate bank account by the Chamber solely for the
benefit of the District. Such District Funds shall only be expended as outlined
in the annual report approved by the City Council at the direction of the District
Advisory Board.
• Budget Compliance. The Chamber will act as the fiscal agent of the District to
administer District Funds in compliance with each annual report approved by
the City Council and resolution adopted by the City Council levying the annual
District assessment (collectively referred to as the “Budget”). All District Funds
will be separately accounted for by the Chamber and segmented from other
revenue collected by the Chamber in its accounting and financial records.
• Records/Audit. During the term of this Agreement, and for four years after this
Agreement’s term expires or terminates, the Chamber will maintain detailed
financial records pertaining to District administration sufficient to provide the
basis for an unqualified opinion by an independent auditor, including but not
limited to records concerning budgeting, expenditures, subcontracts,
insurance, permits, administrative expenses, and overhead. The Chamber
agrees to make all such records available to the City upon request at all
reasonable times.
• Transparency and Confidentiality. The Chamber will comply with all laws
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governing the transparency and confidentiality of District assessment records,
reports, and related information that may be provided to the Chamber by the
City. A record of the total assessment of an individual business, or the fact that
said business has allowed the assessment payment to become delinquent, is
not deemed to be confidential.
• Chamber Compensation for District Management and Enhancement Services
and Services Outside of the District, as prescribed in Tasks A-G. The $75,000
compensation paid by the City to the Chamber, as prescribed in this scope of
work, will not be considered District Funds and is not subject to the terms of
this section, Task J.
K. The City’s Duties
• Collection of assessments. The City will bill and collect assessments from
businesses within the boundaries of the District annually in conjunction with the
City’s annual business license.
• Distribution of District Funds to the Chamber. The City will distribute to the
Chamber the assessment funds actually collected by the City, with any interest
that actually accrues upon such funds while in the City's possession and
control, plus interest and penalties actually received by the City with respect to
delinquent District assessment payments (collectively, the “District Funds”).
The City will disburse the District Funds held by the City for the calendar year
assessments in a lump sum payment by no later than December 31 of that
calendar year. Any District Funds collected by the City thereafter, including any
remaining District Funds of the BID Corporation, will be disbursed to the
Chamber when reasonably practical thereafter. Notwithstanding the foregoing,
in the event of a legal challenge against any District assessments, or threat
thereof, the City will have the right to delay disbursement or impound the
District Funds, so that the assessments are available for refunds or satisfaction
of judgments. Such right shall extend through the expiration of the legal
challenge or threat thereof.
• Annual renewal for levy of assessments. The City Council will adopt a
Resolution of Intention to Levy an Annual Assessment and hold a public
hearing to confirm the District’s annual report and renew the assessments for
the next calendar year. The public hearing is expected to occur in December
each year, following the District Advisory Board’s submission of its annual
report, as provided in the Administrative Guidelines (Exhibit C-1).
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v. June 13, 2025 Exhibit B-1
EXHIBIT B
INSURANCE REQUIREMENTS
During the term of this Contract, and for any time period set forth below,
Contractor shall procure and maintain in full force and effect, at no cost to City insurance
policies with respect to employees and vehicles assigned to the performance of work
under this Contract with coverage amounts, required endorsements, certificates of
insurance, and coverage verifications as defined in this Exhibit B.
A. Scope of Coverage. During the term of this Contract, Contractor shall
maintain, at no expense to City, the following insurance:
1. Commercial general liability. A commercial general liability
insurance policy in the minimum amount of one million dollars ($1,000,000) per
occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal
injury, or property damage.
2. Automobile liability. An automobile liability (owned, non-owned, and
hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000)
per occurrence.
3. Professional liability. If any licensed professional performs any of the
work required to be performed under this Contract, a professional liability insurance policy
in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars
($2,000,000) aggregate, to cover any claims arising out of the Contractor's performance
under this Contract. Where Contractor is a professional not required to have a professional
license, City reserves the right to require Contractor to provide professional liability
insurance pursuant to this section.
4. Workers’ compensation. If it employs any person, Contractor shall
maintain workers’ compensation insurance, as required by the State of California, with
statutory limits, and employer’s liability insurance with limits of no less than one million
dollars ($1,000,000) per accident for bodily injury or disease. Contractor’s workers’
compensation insurance shall be specifically endorsed to waive any right of subrogation
against City.
B. Other Insurance Requirements. The insurance coverage required of the
Contractor in subparagraph A of this section above shall also meet the following
requirements:
1. Except for professional liability insurance or workers’ compensation
insurance, the insurance policies shall be specifically endorsed to include the City, its
officers, agents, employees, and volunteers, as additional insureds (for both ongoing and
completed operations) under the policies.
2. The additional insured coverage under Contractor’s insurance
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v. June 13, 2025 Exhibit B-2
policies shall be “primary and noncontributory” with respect to any insurance or coverage
maintained by City and shall not call upon City's insurance or self-insurance coverage for
any contribution. The “primary and noncontributory” coverage in Contractor’s policies shall
be at least as broad as ISO form CG20 01 04 13.
3. Except for professional liability insurance or workers’ compensation
insurance, the insurance policies shall include, in their text or by endorsement, coverage for
contractual liability and personal injury.
4. By execution of this Contract, Contractor hereby grants to City a
waiver of any right to subrogation which any insurer of Contractor may acquire against
City by virtue of the payment of any loss under such insurance. Contractor agrees to
obtain any endorsement that may be necessary to effect this waiver of subrogation, but
this provision applies regardless of whether or not City has received a waiver of
subrogation endorsement from the insurer.
5. If the insurance is written on a Claims Made Form, then, following
termination of this Contract, said insurance coverage shall survive for a period of not less
than five years.
6. The insurance policies shall provide for a retroactive date of placement
coinciding with the Effective Date of this Contract.
7. The limits of insurance required in this Contract may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall also
apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written
contract or agreement) before City’s own insurance or self-insurance shall be called upon
to protect it as a named insured.
8. It shall be a requirement under this Contract that any available
insurance proceeds broader than or in excess of the specified minimum insurance coverage
requirements and/or limits shall be available to City or any other additional insured party.
Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage
and limits specified in this Contract; or (2) the broader coverage and maximum limits of
coverage of any insurance policy or proceeds available to the named insured; whichever is
greater. No representation is made that the minimum insurance requirements of this
Contract are sufficient to cover the obligations of the Contractor under this Contract.
9. Contractor agrees to ensure that subcontractors, and any other
party involved with the performance of work under this Contract, who is brought onto or
involved in the performance of the work by Contractor under this Contract, provide the
same minimum insurance coverage required of Contractor, except as with respect to
limits. Contractor agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this Contract. CONSUTLANT agrees that upon request by City, all
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v. June 13, 2025 Exhibit B-3
agreements with, and insurance compliance documents provided by, such
subcontractors and others engaged in the work under this Contract will be submitted to
City for review.
10. Contractor agrees to be responsible for ensuring that no contract
used by any party involved in any way with the Scope of Work reserves the right to charge
City or Contractor for the cost of additional insurance coverage required by this Contract.
Any such provisions are to be deleted with reference to City. It is not the intent of City to
reimburse any third party for the cost of complying with these requirements. There shall
be no recourse against City for payment of premiums or other amounts with respect
thereto.
C. Deductibles and SIR’s. Any deductibles or self-insured retentions in
Contractor's insurance policies must be declared to and approved by the City and shall
not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision
shall provide or be endorsed to provide that the SIR may be satisfied by either the named
insured or City or other additional insured party. At City's option, the deductibles or self-
insured retentions with respect to City shall be reduced or eliminated to City's satisfaction,
or Contractor shall procure a bond guaranteeing payment of losses and related
investigations, claims administration, attorney’s fees and defense expenses.
D. Proof of Insurance. Contractor shall provide to the Project Manager all of
the following: (1) Certificates of Insurance evidencing the insurance coverage required in
this Contract; (2) a copy of the policy declaration page and/or endorsement page listing all
policy endorsements for the commercial general liability policy, and (3) excerpts of policy
language or specific endorsements evidencing the other insurance requirements set forth in
this Contract. City reserves the right to obtain a full certified copy of any insurance policy
and endorsements from Contractor. Failure to exercise this right shall not constitute a
waiver of the right to exercise it later. The insurance shall be approved as to form and
sufficiency by the City.
Failure to comply with these requirements shall be considered a material breach of
contract.
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v. June 13, 2025 Exhibit C-1
EXHIBIT C
GENERAL TERMS AND CONDITIONS
1. COMPLIANCE WITH ALL LAWS.
Contractor shall observe and comply with all applicable federal, state and local laws,
ordinances, codes and regulations, in the performance of its duties and obligations under
this Contract. Contractor shall perform all work under this Contract in accordance with
these laws, ordinances, codes and regulations. Contractor shall release, defend, indemnify
and hold harmless City, its officers, agents and employees from any and all damages,
liabilities, penalties, fines and all other consequences from any noncompliance or violation
of any laws, ordinances, codes or regulations.
2. PROVISIONS DEEMED INSERTED.
Every provision of law required to be inserted in the Contract is deemed to be
inserted, and the Contract will be construed and enforced as though such provision has
been included. If it is discovered that through mistake or otherwise that any required
provision was not inserted, or not correctly inserted, the Contract will be deemed amended
accordingly.
3. SEVERABILITY.
If any provision of the Contract documents, or portion of a provision, is determined
to be illegal, invalid, or unenforceable, the remaining provisions of the Contract documents
will remain in full force and effect.
4. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the Contractor in connection with
the performance of its duties under this Contract, shall be the sole property of City. City
may use said property for any purpose, including projects not contemplated by this Contract.
5. INSPECTION AND AUDIT.
Upon reasonable notice, Contractor shall make available to City, or its agent, for
inspection and audit, all documents and materials maintained by Contractor in connection
with its performance of its duties under this Contract. Contractor shall fully cooperate with
City or its agent in any such audit or inspection. Contractor shall maintain all Project-
related records for a period of three (3) years from completion of the work.
6. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Contract
nor the performance of any of their respective obligations hereunder, without the prior written
consent of the other party, and any attempt to so assign this Contract or any rights, duties
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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
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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.
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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.
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v. June 13, 2025 Exhibit C-5
EXHIBIT C-1
DOWNTOWN SAN RAFAEL BUSINESS IMPROVEMENT DISTRICT
ADMINISTRATIVE GUIDELINES
1. District. The Downtown San Rafael Business Improvement District (“District”) is
a parking and business improvement district established pursuant to the
provisions of Streets and Highways Code Section 36501 et seq., and codified in
Chapter 10.09 of the San Rafael Municipal Code.
2. Appointment of District Advisory Board. The City Council, in its sole and
absolute discretion, will appoint the District Advisory Board, pursuant to the
Streets and Highways Code Section 36501 et seq. and San Rafael Municipal
Code section 10.09.080, to administer the affairs of the District. The City Council
will review and update the District Advisory Board appointments as it deems
appropriate. The City Council may, but is not required to, appoint any members
of the Board of Directors of the San Rafael Chamber of Commerce (“Chamber”)
to the District Advisory Board, provided that such members meet the eligibility
requirements under San Rafael Municipal Code section 10.09.080.
a. District Advisory Board Nominations. The District Advisory Board will
conduct an annual meeting to select the nominations for District Advisory
Board. The District Advisory Board nominations will be provided to the City
Clerk at the time of the submittal of the District Annual Report. The Advisory
Board nominations should reflect a balance of downtown business
representation including retail businesses, non-retail businesses, and at
least one district eligible Chamber business recommended by the Chamber.
3. Management and Enhancement Services of the Chamber of Commerce. The
City has contracted with the Chamber to provide District management and
enhancement services to the District, and act as the fiscal agent of District Funds.
The Advisory Board will conduct all of its affairs consistent with the City’s
agreement with the Chamber.
4. Governance; meetings. The District Advisory Board is a separate, standalone
advisory board appointed by the City Council to administer the affairs of the
District. To the extent determined necessary by the District Advisory Board, it will
develop its own bylaws or operating rules, separate from the Chamber Board of
Director’s bylaws. The District Advisory Board will conduct its meetings, and meet
separately and at a different time than the Chamber Board of Directors. If these
meeting are to occur on the same date, before or after each other, the meeting
agendas will be clearly delineated to specify which organization is meeting at
which time. In noticing and conducting its meetings as the District Advisory Board,
the District Advisory Board will, in all respects, comply with the Brown Act, as
specified below.
5. Compliance with Brown Act and Public Records Act. The District Advisory
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Board must comply with all federal, state, and local laws, including The Ralph M.
Brown Act (Government Code § 54950 et seq.) ("Brown Act") whenever matters
within the subject matter of the District are heard, discussed, or deliberated, and
the California Public Records Act (Government Code § 6250 et seq.) for all
documents relating to activities of the District. See Exhibit B-1 for more
information on the Brown Act.
6. Conflicts of interest. Members of the District Advisory Board will serve without
compensation and may not have any interest in any agreement for compensation
entered into by or on behalf of the District.
7. District Funds. District Funds (revenues derived from the assessments and
transferred from the City to the Chamber) shall be used solely for the purposes
as stated in Streets and Highways Code section 36501 et seq. and San Rafael
Municipal Code section 10.09.060.
8. Annual Reports. The District Advisory Board will submit annual reports to the
City, no later than October 15 of each year. The annual report contents and filing
will conform with the 1989 Act, Streets and Highways Code section 36533, as
follows:
§ 36533. Annual report; contents; filing
(a) The advisory board shall cause to be prepared a report for each fiscal
year for which assessments are to be levied and collected to pay the costs
of the improvements and activities described in the report. The report may
propose changes, including, but not limited to, the boundaries of the parking
and business improvement area or any benefit zones within the area, the
basis and method of levying the assessments, and any changes in the
classification of businesses, if a classification is used.
(b) The report shall be filed with the clerk and shall refer to the parking and
business improvement area by name, specify the fiscal year to which the
report applies, and, with respect to that fiscal year, shall contain all of the
following:
(1) Any proposed changes in the boundaries of the parking and business
improvement area or in any benefit zones within the area.
(2) The improvements and activities to be provided for that fiscal year.
(3) An estimate of the cost of providing the improvements and the activities
for that fiscal year.
(4) The method and basis of levying the assessment in sufficient detail to
allow each business owner to estimate the amount of the assessment to be
levied against his or her business for that fiscal year.
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(5) The amount of any surplus or deficit revenues to be carried over from a
previous fiscal year.
(6) The amount of any contributions to be made from sources other than
assessments levied pursuant to this part.
(c) The city council may approve the report as filed by the advisory board or
may modify any particular contained in the report and approve it as
modified. The city council shall not approve a change in the basis and
method of levying assessments that would impair an authorized or executed
contract to be paid from the revenues derived from the levy of assessments.
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EXHIBIT C-2
SUMMARY OF BROWN ACT PROVISIONS
The Advisory Board of the Downtown San Rafael Business Improvement District
("District") is subject to the Ralph M. Brown Act when matters within the subject matter of
the District are heard, discussed, or deliberated, and shall comply with the California
Public Records Act. The California Public Records Act requires that non-exempt records
of the District be accessible to the public. The Brown Act is intended to ensure that actions
are taken openly and that deliberations are conducted openly by boards that are created
by formal action of city councils. Some of the more important requirements of the Brown
Act are listed below.
The Advisory Board and any standing committees and committees comprised of at least
a majority of the Board members are subject to the following requirements:
• Except for closed sessions, which are expressly permitted under the Brown Act,
all meetings must be open to the public and must allow public comment;
• Some closed sessions are allowed based on limited exceptions (litigation,
employment issues, etc.);
• A meeting is defined as a congregation of a majority of Board members, or serial
individual meetings involving a majority or more of the Board members, wherein
District business is discussed or conducted;
• Agendas for upcoming, regular meetings must be posted at least 72 hours in
advance; and
• Action can only be taken on items listed on the posted agenda.
The above list provides a simple overview. The Brown Act is updated regularly by the
State of California and imposes additional requirements. City staff should be contacted
for current Brown Act resources, information, and training.
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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
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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
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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.
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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
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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
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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: D6FC4B45-6168-4D10-BC7C-BEFD1F22BFA4
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: D6FC4B45-6168-4D10-BC7C-BEFD1F22BFA4
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
Karen Strolia
12/15/2025
X
City Manager's Office
Angela Robinson Piñon
X
San Rafael Chamber of Commerce
kstrolia@srchamber.com
Docusign Envelope ID: D6FC4B45-6168-4D10-BC7C-BEFD1F22BFA4
Certificate Of Completion
Envelope Id: D6FC4B45-6168-4D10-BC7C-BEFD1F22BFA4 Status: Completed
Subject: DocuSign: PSA with the San Rafael Chamber of Commerce
Source Envelope:
Document Pages: 31 Signatures: 5 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
12/16/2025 12:27:15 PM
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: 12/23/2025 1:27:58 PM
Viewed: 12/23/2025 1:28:17 PM
Signed: 12/23/2025 1:28:27 PM
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:b097:afd8:9194:c9e6:133e:c511
Signed using mobile
Sent: 12/23/2025 1:27:59 PM
Viewed: 12/23/2025 2:00:52 PM
Signed: 12/23/2025 2:01:03 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Paul Navazio
Paul.Navazio@cityofsanrafael.org
Finance Director
City of San Rafael
Signing Group: Finance
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 199.88.113.8
Sent: 12/23/2025 2:01:07 PM
Viewed: 12/29/2025 9:46:08 AM
Signed: 12/29/2025 9:46:18 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Karen Strolia
kstrolia@srchamber.com
President & CEO
San Rafael Chamber of Commerce
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 2600:387:15:5016::6
Signed using mobile
Sent: 12/29/2025 9:46:21 AM
Resent: 12/29/2025 12:36:28 PM
Viewed: 12/29/2025 12:58:25 PM
Signed: 12/29/2025 1:00:20 PM
Electronic Record and Signature Disclosure:
Accepted: 12/29/2025 12:58:25 PM
ID: 705fbb68-6b9b-4224-a474-84fad381eda1
Signer Events Signature Timestamp
Joe McCallum
joe.mccallum@nmrk.com
Board Chair
San Rafael Chamber of Commerce
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:1005:b085:9cb6:c8ed:6d85:cda3:71cf
Signed using mobile
Sent: 12/29/2025 1:00:22 PM
Viewed: 12/29/2025 1:02:11 PM
Signed: 12/29/2025 1:03:38 PM
Electronic Record and Signature Disclosure:
Accepted: 12/29/2025 1:02:11 PM
ID: 4f8c18bf-0b2a-47bf-b21d-ef807bc4af96
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: 12/29/2025 1:03:40 PM
Viewed: 1/5/2026 8:31:53 AM
Signed: 1/5/2026 8:32:14 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Heather Davis
Heather.Davis@cityofsanrafael.org
Risk Manager
City of San Rafael
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 73.41.125.111
Sent: 12/29/2025 1:03:40 PM
Resent: 1/5/2026 9:42:12 AM
Viewed: 1/5/2026 10:23:33 AM
Signed: 1/12/2026 1:56:25 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Cristine Alilovich
Cristine.Alilovich@cityofsanrafael.org
City Manager
City of San Rafael
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2601:645:e82:6d80:6091:bb4e:df08:281f
Sent: 1/12/2026 1:56:28 PM
Viewed: 1/12/2026 6:29:49 PM
Signed: 1/12/2026 6:29:55 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), Login with SSO
Signature Adoption: Pre-selected Style
Using IP Address: 199.88.113.8
Sent: 1/12/2026 6:29:59 PM
Viewed: 1/13/2026 11:23:33 AM
Signed: 1/13/2026 11:25:00 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Editor Delivery Events Status Timestamp
Nataly Torres
Nataly.Torres@cityofsanrafael.org
Legal Assistant
City of San Rafael
Security Level: Email, Account Authentication
(None)
Using IP Address: 199.88.113.8
Sent: 12/23/2025 11:02:44 AM
Viewed: 12/23/2025 11:29:57 AM
Completed: 12/23/2025 1:27:57 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/23/2025 11:02:45 AM
Envelope Updated Security Checked 12/23/2025 1:27:58 PM
Envelope Updated Security Checked 12/23/2025 1:27:58 PM
Envelope Updated Security Checked 12/23/2025 1:27:58 PM
Envelope Updated Security Checked 12/23/2025 1:27:58 PM
Certified Delivered Security Checked 1/13/2026 11:23:33 AM
Signing Complete Security Checked 1/13/2026 11:25:00 AM
Completed Security Checked 1/13/2026 11:25:00 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written
notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures
electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure
(ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and
signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us.
You will have the ability to download and print documents we send to you through the DocuSign system during and
immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a
limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us
that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your
decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and
disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can
complete certain steps in transactions with you and delivering services to you because we will need first to send the
required notices or disclosures to you in paper format, and then wait until we receive back from you your
acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the
DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from
us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you
through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents
that are required to be provided or made available to you during the course of our relationship with you. To reduce the
chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and
disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the
disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with
this process, please let us know as described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact City of San Rafael:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies
of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as
follows: To contact us by email send messages to: city.clerk@cityofsanrafael.org
To advise City of San Rafael of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you
must send an email message to us at city.clerk@cityofsanrafael.org and in the body of such request you must state: your
Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM
Parties agreed to: Karen Strolia, Joe McCallum, Cristine Alilovich
previous email address, your new email address. We do not require any other information from you to change your email
address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
To request paper copies from City of San Rafael
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically,
you must send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email
address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of San Rafael
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box
indicating you wish to withdraw your consent, or you may;
ii. send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email, full name,
mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions may take a longer time to
process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system
requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to other electronic notices and
disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on
paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to
an email address where you will be able to print on paper or save it for your future reference and access. Further, if you
consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-
box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and
Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify City of San Rafael as described above, you consent to receive exclusively through
electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required
to be provided or made available to you by City of San Rafael during the course of your relationship with City of
San Rafael.