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HomeMy WebLinkAboutCA Consulting Services; Daniel Keen Consulting v. Feb 2025 Page 1 CITY OF SAN RAFAEL PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (“Contract”) is entered into by and between the City of San Rafael (“City”) and __________________________________________ (“Contractor”), a __________________________________________________ for __________________________________________________________, and is effective on _____________________ (“Effective Date”). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Contract.” RECITALS A. City desires to secure professional services more fully described in this Contract, at Exhibit A, entitled “SCOPE OF WORK”; and B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and C. Contractor acknowledges that the execution of this Contract by the City is predicated upon the representations made in Contractor’s proposal dated _________________ submitted to the City; and D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: CONTRACT 1. WORK TO BE PERFORMED. Except as otherwise may be expressly specified in this Contract, Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as “Services”) to satisfactorily complete the work required by City at its sole risk and expense. Services to be provided to City are more fully described in Exhibit A entitled “SCOPE OF WORK.”. December 19, 2025 Consulting Services Daniel Keen dba Daniel Keen Consulting California Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA Sole Proprietorship January 16, 2026 2026.0004 v. Feb 2025 Page 2 2. COMPENSATION. In consideration for Contractor’s complete performance of the Scope of Work, City will pay Contractor in accordance with the rates and/or prices set forth in Exhibit A, up to the not-to-exceed amount of $_____________. Contractor shall not increase its rates throughout the Term of this Contract, except that upon 60 day written notice, Contractor may adjust its rates no more than once annually at a maximum amount equal to the percentage change through December in the prior calendar year to the consumer price index (“CPI”) for California, All Urban Consumers, San Francisco-Oakland-San Jose areas, not to exceed five percent (5%). Contractor will bill City on a monthly basis for work performed by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City’s receipt of invoice. 3. TERM OF CONTRACT. This Contract becomes effective upon the date listed as "Effective Date" and shall remain in effect until the completion of all obligations of both Parties hereto, or ___________________________ from the Effective Date, whichever comes first, unless terminated or amended as provided herein. 4. RELIANCE ON PROFESSIONAL SKILL OF CONTRACTOR. Contractor represents that it has the necessary professional skills to perform the work required and the City shall rely on such skills of the Contractor to do and perform the work. In performing the work hereunder Contractor shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by Contractor hereunder. Contractor represents that it has reviewed Exhibit A and that in its professional judgment the work to be performed under this Contract can be performed for a fee within the maximum amount set forth herein and within the times specified. Contractor represents that it possesses all necessary training, licenses and permits to perform the Scope of Work and that its performance of the Scope of Work will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Scope of Work working on similar, successfully completed projects. The granting of any progress payment by City, or the receipt thereof by Contractor, or any inspection, review, approval or oral statement by any representative of City or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 4 or lessen the liability of Contractor for unsatisfactory work, including but not limited to cases where the defective or below standard work may not have been 16,000 June 30, 2026 Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA v. Feb 2025 Page 3 apparent or detected at the time of such payment, inspection, review or approval. 5. PROJECT COORDINATION. A. City’s Project Manager. ________________________________ is hereby designated the Project Manager for the City and said Project Manager shall supervise all aspects of the progress and execution of this Contract. B. Contractor’s Project Director. Contractor shall assign a single Project Director to have overall responsibility for the progress and execution of this Contract for Contractor. ___________________________________ is hereby designated as the Project Director for Contractor. Should circumstances or conditions subsequent to the execution of this Contract require a substitute Project Director, for any reason, the Contractor shall notify the City within ten (10) business days of the substitution. 6. TERMINATION. A. The term of this Contract shall commence upon the date hereinabove written and shall expire upon completion of performance of work hereunder by Contractor. B. Notwithstanding the provisions of (A) above, City may with or without cause, direct Contractor to suspend, delay or interrupt the work, in whole or in part, for such periods of time as City may determine in its sole discretion. C. City may terminate this Contract in whole, or from time to time in part, for default, should Contractor commit a material breach of this Contract, or part thereof, and not cure such breach within ten (10) calendar days of the date of City’s written notice to Contractor demanding such cure, in which case Contractor shall be liable to City for all loss, cost, expense, damage and liability resulting from such breach and termination. D. City may terminate this Contract in whole, or from time to time in part, for convenience, whenever City determines that such termination is in City’s best interests, in which case Contractor shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Contract would otherwise provide, but may recover no other cost, damage or expense. Contractor shall continue its work throughout the course of any dispute, and Contractor’s failure to continue work during a dispute shall be a material breach of this Contract. E. Lack of Appropriation: If this Contract is a multi-year contract, subject to appropriation each fiscal year, the City may terminate this Contract immediately for lack of appropriation of funds. F. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Contract without the prior written consent of the other. Daniel Keen John Stefanski Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA v. Feb 2025 Page 4 G. Return of Documents. Upon termination, any and all City documents or materials provided to Contractor and any and all of Contractor's documents and materials prepared for or relating to the performance of its duties under this Contract, shall be delivered to City as soon as possible, but not later than thirty (30) days after termination. 7. INSURANCE REQUIREMENTS. During the term of this Contract, and for any time period set forth in Exhibit B, Contractor shall procure and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the performance of work under this Contract with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 8. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, Contractor shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by City, and hold harmless City, its officers, agents, employees and volunteers (collectively, the “City Indemnitees”), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively “CLAIMS”), arising out of Contractor’s performance of its obligations or conduct of its operations under this Contract. The Contractor's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the Contractor's indemnification obligation shall be reduced in proportion to the City Indemnitees’ share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the Contractor’s work or work product by the City or any of its directors, officers or employees shall not relieve or reduce the Contractor’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of or operations under this Contract, Contractor shall provide a defense to the City Indemnitees or at City’s option reimburse the City Indemnitees their costs of defense, including reasonable attorneys’ fees, incurred in defense of such claims. B. Where the work to be performed by Contractor under this Contract are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, Contractor shall indemnify and hold harmless the City and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney’s fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA v. Feb 2025 Page 5 recklessness, or willful misconduct of Contractor, or any sub Contractors, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract and shall survive the termination or completion of this Contract for the full period of time allowed by law. 9. PREVAILING WAGE. If the work to be performed under this Contract is for services where prevailing wages are required by State law, Contractor shall pay prevailing wages to its employees on any contract in excess of $1,000.00, Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Contract, as determined by Director of the State of California Department of Industrial Relations, are on file at the City’s Public Works Department upon request and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. Contractor shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. Contractor and all subcontractors shall keep and maintain accurate employee payroll records for Work performed under the Contract. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly. Contractor shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Contract. 10. NOTICES. All notices and other communications required or permitted to be given under this Contract, including any notice of change of address, shall be in writing and given by email, personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of email, personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To City’s Project Manager: [As identified in item 5.A] ___________________________ San Rafael, CA 94901 Email: ______________________ To Contractor’s Project Director: [As identified in item 5.B] ___________________________ ___________________________ Email: ______________________ Mendocino, CA 95460 johns@cityofsanrafael.org danielkeen@danielkeenconsulting.com PO Box 2301400 Fifth Ave. Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA v. Feb 2025 Page 6 11. LIABILITY OF CITY. Except as provided in Exhibit A, Scope of Work to be Provided by Contractor and Exhibit B, Insurance, City's obligations under this Contract shall be limited to the payment of the compensation provided for in Paragraphs 1 and 2 of this Contract, Notwithstanding any other provision of this Contract, in no event shall City be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Contract, the Scope of Work, or the Project. City shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by Contractor, or by any of its employees, even though such equipment be furnished, rented or loaned to Contractor by City. The acceptance or use of such equipment by Contractor or any of its employees shall be construed to mean that Contractor accepts full responsibility for and shall exonerate, indemnify, defend and save harmless City from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the Contractor, its employees, City employees or third parties, or to property belonging to any of the above. Nothing in this Contract shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which City or Contractor may have under this Contract or any applicable law. All rights and remedies of City or Contractor, whether under this Contract or other applicable law, shall be cumulative. 12. MEDIATION. Unless waived by the City, should any dispute arise out of this Contract, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Unless the City waives this requirement, Contractor shall not be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs. 13. GENERAL TERMS AND CONDITIONS. This Contract includes, and the Contractor agrees to comply with the City’s General Terms and Conditions, which are set forth in Exhibit C, attached hereto and incorporated by reference. [Signatures are on the following page.] Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA v. Feb 2025 Page 7 IN WITNESS WHEREOF, the parties have executed this Contract as of the day, month and year first above written. CITY OF SAN RAFAEL: _________________________________ ________________________________, _________________________________ Executed on:_______________________ APPROVED AS TO FORM: Office of the City Attorney _________________________________ ________________________________, _________________________________ ATTEST: City Clerk _________________________________ ________________________________, _________________________________ CONTRACTOR: __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ [If Contractor is a corporation, second corporate officer signature required] __________________________________ By: ____________________________ Name: ____________________________ Title: _____________________________ Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA Consultant Daniel Keen Consulting Daniel Keen Andrea Visveshwara Chief Assistant City Attorney January 16, 2026 City Manager Cristine Alilovich City Clerk Lindsay Lara Scope of Work Project Title: City Manager’s Performance Evaluation Contractor: Daniel Keen Consulting Department: City Manager’s Office 1. Description of the Work The City of San Rafael seeks to engage Daniel E. Keen (“Contractor”) to provide professional consulting services in support of the City Manager’s continued professional development. This engagement is intended to supplement the City Manager’s performance evaluation process by gathering confidential, senior leadership feedb ack and providing structured analysis, facilitation, and executive coaching support. The Contractor will conduct a focused senior leadership interview process, synthesize feedback into a comprehensive report, facilitate a closed -session discussion with the City Council, and, if authorized, provide individualized coaching support to assist the City Manager in constructively interpreting and responding to the feedback. All services will be conducted with strict confidentiality and professionalism. 2. Specific Tasks Task 1: Initial Preparation and Process Design The Contractor will: • Review and refine interview questions to be used for one -on-one senior leadership interviews. • Work with the City Manager to identify senior leadership staff to participate in interviews and assemble necessary contact information. • Develop communications, in coordination with the City Manager, to be distributed to interview participants describing the process, confidentiality protections, and anonymity of feedback. Task 2: Conduct Senior Leadership Interviews The Contractor will: • Conduct confidential one-on-one interviews with senior leadership staff via Zoom or Microsoft Teams. • Utilize a standardized set of open-ended interview questions shared in advance. • Ensure all interviews are conducted in a manner that preserves confidentiality and anonymity of participants. Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA Interviewees are anticipated to include: • City Clerk Lindsay Lara • Police Chief Dave Spiller • Fire Chief Abe Roman • Community and Economic Development Director Micah Hinkle • Digital Services & Open Government Director Sean Mooney • Finance Director Paul Navazio • Human Resources Director Marissa Sanchez • Library & Recreation Director Catherine Quffa • Public Works Director April Miller • Chief Assistant City Attorney Andrea Visveshwara • Assistant City Manager Angela Robinson Piñon • Assistant City Manager John Stefanski Task 3: Prepare Senior Leadership Feedback Report The Contractor will: • Analyze interview responses and identify major themes, patterns, and observations. • Prepare a comprehensive draft report summarizing feedback, including perceived strengths, areas for improvement, and opportunities to enhance leadership effectiveness and working relationships. • Ensure feedback is presented in an aggregated and anonymous manner. Task 4: Review Report with City Manager The Contractor will: • Review the draft report with the City Manager in a confidential setting. • Provide contextual insights drawn from the interviews while maintaining participant anonymity. • Finalize the report and provide it to the City Manager in advance of the City Council meeting. Task 5: Facilitate City Council Meeting The Contractor will: • Facilitate a closed-session meeting with the City Council to review senior leadership feedback. • Prepare and present a PowerPoint presentation summarizing key findings, themes, and observations. Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA • Facilitate discussion focused on leadership strengths, opportunities for improvement, and constructive feedback. • Conduct the facilitation in a professional, neutral, and structured manner, with the City Manager present throughout the discussion. Task 6 (Optional): Executive Coaching and Response Development If authorized by the City: • The Contractor will assist the City Manager in developing a written response to the City Council that acknowledges feedback, outlines steps for improvement, and reinforces commitment to organizational effectiveness. • The Contractor may support development of a leadership improvement plan, which may include behavioral goals, milestones, timelines, and support structures. • This task will only be performed upon explicit authorization by the City Manager or designee. 3. Deliverables Deliverable Format Due Date Acceptance Criteria Interview Questions Editable document Prior to interviews Approved by City Manager or designee Senior Leadership Interview Process Virtual interviews As scheduled Interviews completed Draft Senior Leadership Feedback Report PDF As assigned Reviewed by City Manager or designee Final Feedback Report PDF Prior to Council meeting Accepted by City Manager City Council Presentation PowerPoint As assigned Presentation delivered Optional Written Response Support Editable document If authorized Accepted by City Manager or designee 4. Method of Payment • The total fixed fee for Tasks 1–5 is $10,000, inclusive of all preparation, interviews, report development, and facilitation services. • If an additional executive session meeting is required, services will be billed at $500 plus actual travel expenses, subject to City authorization. • Optional Task 6 will be billed at an hourly rate of $250 per hour, not to exceed 20 hours ($5,000), and will require prior authorization by the City Manager or designee. Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA • Invoices shall be submitted in accordance with the City’s standard invoicing procedures. Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA v. Feb 2025 Exhibit B-1 EXHIBIT B INSURANCE REQUIREMENTS During the term of this Contract, and for any time period set forth below, Contractor shall procure and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the performance of work under this Contract with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Contract, Contractor shall maintain, at no expense to City, the following insurance: 1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. Automobile liability. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. If any licensed professional performs any of the work required to be performed under this Contract, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the Contractor's performance under this Contract. Where Contractor is a professional not required to have a professional license, City reserves the right to require Contractor to provide professional liability insurance pursuant to this section. 4. Workers’ compensation. If it employs any person, Contractor shall maintain workers’ compensation insurance, as required by the State of California, with statutory limits, and employer’s liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. Contractor’s workers’ compensation insurance shall be specifically endorsed to waive any right of subrogation against City. B. Other Insurance Requirements. The insurance coverage required of the Contractor in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall be specifically endorsed to include the City, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under Contractor’s insurance Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA v. Feb 2025 Exhibit B-2 policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by City and shall not call upon City's insurance or self-insurance coverage for any contribution. The “primary and noncontributory” coverage in Contractor’s policies shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Contract, Contractor hereby grants to City a waiver of any right to subrogation which any insurer of Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Contract, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Contract. 7. The limits of insurance required in this Contract may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract or agreement) before City’s own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Contract that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Contract are sufficient to cover the obligations of the Contractor under this Contract. 9. Contractor agrees to ensure that subcontractors, and any other party involved with the performance of work under this Contract, who is brought onto or involved in the performance of the work by Contractor under this Contract, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Contract. CONSUTLANT agrees that upon request by City, all Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA v. Feb 2025 Exhibit B-3 agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the work under this Contract will be submitted to City for review. 10. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Scope of Work reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Contract. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR’s. Any deductibles or self-insured retentions in Contractor's insurance policies must be declared to and approved by the City and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City or other additional insured party. At City's option, the deductibles or self- insured retentions with respect to City shall be reduced or eliminated to City's satisfaction, or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney’s fees and defense expenses. D. Proof of Insurance. Contractor shall provide to the Project Manager all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Contract; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Contract. City reserves the right to obtain a full certified copy of any insurance policy and endorsements from Contractor. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the City. Failure to comply with these requirements shall be considered a material breach of contract. Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA v. Feb 2025 Exhibit C-1 EXHIBIT C GENERAL TERMS AND CONDITIONS 1. COMPLIANCE WITH ALL LAWS. Contractor shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Contract. Contractor shall perform all work under this Contract in accordance with these laws, ordinances, codes and regulations. Contractor shall release, defend, indemnify and hold harmless City, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 2. PROVISIONS DEEMED INSERTED. Every provision of law required to be inserted in the Contract is deemed to be inserted, and the Contract will be construed and enforced as though such provision has been included. If it is discovered that through mistake or otherwise that any required provision was not inserted, or not correctly inserted, the Contract will be deemed amended accordingly. 3. SEVERABILITY. If any provision of the Contract documents, or portion of a provision, is determined to be illegal, invalid, or unenforceable, the remaining provisions of the Contract documents will remain in full force and effect. 4. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the Contractor in connection with the performance of its duties under this Contract, shall be the sole property of City. City may use said property for any purpose, including projects not contemplated by this Contract. 5. INSPECTION AND AUDIT. Upon reasonable notice, Contractor shall make available to City, or its agent, for inspection and audit, all documents and materials maintained by Contractor in connection with its performance of its duties under this Contract. Contractor shall fully cooperate with City or its agent in any such audit or inspection. Contractor shall maintain all Project- related records for a period of three (3) years from completion of the work. 6. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Contract nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Contract or any rights, duties Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA v. Feb 2025 Exhibit C-2 or obligations arising hereunder shall be void and of no effect. 7. WORKERS' COMPENSATION. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor certifies that it will comply with such provisions before commencing the performance of the work of this contract. 8. NONDISCRIMINATION. Contractor shall not discriminate, in any way, against any person on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation in connection with or related to the performance of its duties and obligations under this Contract. 9. NO THIRD PARTY BENEFICIARIES. City and Contractor do not intend, by any provision of this Contract, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Contract, to the other party. 10. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Contract, Contractor, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the City. Contractor and City expressly intend and agree that the status of Contractor, its officers, agents and employees be that of an Independent Contractor and not that of an employee of City. 11. ENTIRE CONTRACT -- AMENDMENTS. A. The terms and conditions of this Contract, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Contract of the parties with respect to the subject matter of this Contract. B. This written Contract shall supersede any and all prior contracts, oral or written, regarding the subject matter between the Contractor and the City. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Contract, shall be valid or binding, except by way of a written amendment to this Contract. D. The terms and conditions of this Contract shall not be altered or modified Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA v. Feb 2025 Exhibit C-3 except by a written amendment to this Contract signed by the Contractor and the City. E. If any conflicts arise between the terms and conditions of this Contract, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Contract shall control. 12. SET-OFF AGAINST DEBTS. Contractor agrees that City may deduct from any payment due to Contractor under this Contract, any monies which Contractor owes City under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 13. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Contract, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Contract, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Contract or any applicable law, ordinance or regulation. 14. CITY BUSINESS LICENSE / OTHER TAXES. Contractor shall obtain and maintain during the duration of this Contract, a City business license as required by the San Rafael Municipal Code, and Contractor shall pay any and all state and federal taxes and any other applicable taxes. City shall not be required to pay for any work performed under this Contract, until Contractor has provided City with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 15. SURVIVAL OF TERMS. Any terms of this Contract that by their nature extend beyond the term (or termination) of this Contract shall remain in effect until fulfilled and shall apply to both Parties’ respective successors and assigns. 16. GOVERNING LAW. This Contract shall be deemed to have been executed in the County of Marin, California. The formation, interpretation and performance of this Contract shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of Marin, California unless the parties agree otherwise in a written amendment to this Contract. Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA 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: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA 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 danielkeen@danielkeenconsulting.com X X Daniel Keen City Manager's Office John Stefanski Daniel Keen Consulting Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA Daniel Keen Cpmsi;tomg Daniel Keen Consulting PO Box 230, Mendocino, CA 95460 (415) 328-3187 danielkeen@danielkeenconsulting.com December 19, 2025 Mr. Rob Epstein City Attorney City of San Rafael 1400 Fifth Ave., Rm. 202 San Rafael, CA 94901 Dear Mr. Epstein, I am pleased to provide this proposal to provide professional consulting services to the City of San Rafael. Based on my discussions with City staff, this is my understanding of the City’s needs: • A performance evaluation was recently conducted for the San Rafael City Manager, Christine Alilovich. • Separately, a 360° “survey” was conducted, seeking input from City Councilmembers, staff and some outside organizations. Due to the way the survey was constructed and implemented, it was not possible to disaggregate the feedback by group, nor determine who responded to the survey. • To assist in the City Manager’s continued professional development, the City is seeking a process that focuses on senior leadership feedback. This process will build upon the results of the survey to provide more detailed insights into the team’s perceptions of the City Manager’s leadership and management of the organization. • The City also seeks to engage an external consultant to provide confidential, individualized coaching and support to the City Manager, enabling her to thoughtfully interpret and respond constructively to the additional senior leadership feedback. Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA Page 2 As a former City Manager for 22 years and as a consultant for the last 4 years conducting performance evaluation processes and executive coaching, I believe I am well qualified to assist the City. Scope of Work I propose the following scope of work for this engagement, which is subject to modification upon mutual agreement: 1. Initial Preparation a. Interview Questions Review questions to be used for individual interviews with City Manager. b. Identify Interviewees Working with the City Manager, prepare a list of senior leadership staff to be interviewed. Assemble contact information for each interviewee. c. Coordinate Communications Regarding Process Working with the City Manager, develop communications to be sent by the City Manager to senior leadership staff about the process, including a guarantee of confidentiality and the anonymity of feedback provided in interviews. 2. Interview Senior Leadership Staff I will conduct one-on-one interviews via Zoom or Teams with the following 12 members of the senior staff: • City Clerk Lindsay Lara • Police Chief Dave Spiller • Fire Chief Abe Roman • Community and Economic Development Director Micah Hinkle • Digital Services & Open Government Director Sean Mooney • Finance Director Paul Navazio • Human Resources Director Marissa Sanchez • Library & Recreation Director Catherine Quffa • Public Works Director April Miller Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA Page 3 • Chief Assistant City Attorney Andrea Visveshwara • Assistant City Manager Angela Robinson Piñon • Assistant City Manager John Stefanski For the interviews, I will use a set of open-ended questions that will be shared in advance. The interviews will be confidential, and feedback will be reported anonymously. 3. Prepare Report I will prepare a comprehensive draft report summarizing the feedback obtained from the interviews. The report will identify major themes, summarize perceptions of strengths and weaknesses, and identify opportunities to enhance working relationships and leadership effectiveness. 4. Review Draft Report I will review the draft report with the City Manager, providing additional insight from the interviews, and answer questions she may have about the feedback while maintaining the anonymity of the interviews. I will then provide a copy of the final report to the City Manager in advance of the facilitated meeting with the City Council. 5. Facilitate Meeting with the City Council I will facilitate a meeting with the City Council to review the interview feedback. The City Manager will be present throughout the meeting and participate in the discussion. The meeting will begin with a PowerPoint presentation summarizing the feedback from the interviews. The closed session discussion will focus on the key themes identified during the interviews about perceived strengths and weaknesses and areas where there may be opportunities to increase effectiveness. We will also discuss other constructive feedback provided by interviewees. 6. (Optional) Assist City Manager in Responding to the Feedback Optionally, I will assist the City Manager in reviewing the feedback and developing a written response to the Council that: Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA Page 4 o Acknowledges any concerns professionally o Demonstrates understanding of issues raised o Outlines steps being taken to address concerns o Reinforces commitment to organizational improvement o Strengthens the City Manager’s capacity to receive feedback productively and creates structures for ongoing two-way communication with staff Depending on the results of the interview process and feedback from the City Council following review of the written report, one outcome could be the development of a detailed plan outlining: o Key behavioral goals o Leadership development milestones o Organizational improvements or procedural adjustments o Checkpoints for self-assessment and observable outcomes o Support structures (mentoring, coaching, training). o Development of short-term (30–60 day), medium-term (90–120 day), and long-term (6–12 month) targets. Timeline and Fee The fee for the senior leadership team interview process (Scope of Work items 1-5) is $10,000. This fee includes all expenses related to conducting interviews, preparing the feedback report, and facilitating the meeting with the City Council in San Rafael. All interviews will be conducted remotely via the Zoom or Teams platforms, while I will facilitate the meeting with the City Council on site in San Rafael. In the event that an additional executive session meeting is needed, an additional fee of $500 plus actual travel expenses will be charged. Optional Scope of Work item 6 would be billed at a rate of $250 per hour, up to a maximum of 20 hours ($5,000). Consultant I will conduct all consulting work outlined in this proposal. My brief qualifications are summarized below:  Former city manager for 22 years in five diverse communities across the State of California: La Palma, Seaside, Novato, Concord, and Vallejo. Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA Page 5  Extensive experience facilitating city manager, general manager and other executives’ performance evaluation processes; have facilitated more than 75 processes in the last four years.  Experienced coach and career mentor for chief executives and aspiring city managers.  Consultant for three years with two firms, serving primarily local government and non- profit agencies.  Former facilitator for the annual California City Management Foundation (CCMF) New and Future City Managers Seminar; frequent presenter on the city manager hiring and evaluation process.  Co-author of two published articles regarding the facilitated evaluation process and methods to improve City Council meetings.  Developed a reputation for strong, ethical leadership with an emphasis on assisting cities in crisis including Vallejo, California, which had just emerged from bankruptcy, and Seaside, California, which had dismissed its previous city manager.  Extensive experience working with mayors, city council members and other elected officials. As city manager, worked successfully with many “divided” councils.  Former senior advisor for the League of California Cities and the International City- County Management Association, a volunteer position providing ongoing personal and professional advice to 23 city and county managers in the northern coastal counties of California from Sonoma County to the Oregon border.  Past president of the League of California Cities’ City Managers Department; former board member of the California City Management Foundation.  ICMA-Credentialed Manager (retired); held American Institute of Certified Planners Certification for 30 years.  Bachelor of Arts in Political Science, UCLA; Master of Public Administration, USC; Master of Planning, USC. Conclusion I look forward to providing consulting assistance to the City. Please let me know if I can provide any additional information regarding this scope of work. Sincerely, Daniel E. Keen Consultant Docusign Envelope ID: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA Certificate Of Completion Envelope Id: 9A6DECCC-33B4-4900-834D-C3E3F4DDB1BA Status: Completed Subject: DocuSign: PSA with Daniel Keen for Consulting Services Source Envelope: Document Pages: 24 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 4 Walter Gonzalez AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Walter.Gonzalez@cityofsanrafael.org IP Address: 98.207.202.111 Record Tracking Status: Original 12/31/2025 11:02:38 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: 1/5/2026 2:01:33 PM Viewed: 1/5/2026 4:29:05 PM Signed: 1/5/2026 4:29:13 PM Electronic Record and Signature Disclosure: Not Offered via Docusign John Stefanski John.Stefanski@cityofsanrafael.org Acting City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 1/5/2026 2:01:34 PM Viewed: 1/5/2026 4:15:24 PM Signed: 1/5/2026 4:15:35 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Van Bach vanb@cityofsanrafael.org Signing Group: Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 1/5/2026 4:29:16 PM Viewed: 1/6/2026 8:32:58 AM Signed: 1/6/2026 8:35:04 AM Electronic Record and Signature Disclosure: Accepted: 1/6/2026 8:32:58 AM ID: 5933563c-459d-48d4-8483-3050d6190a0d Daniel Keen danielkeen@danielkeenconsulting.com Consultant Daniel Keen Consulting Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 2604:a200:7003:56:58b0:817:1366:cdd0 Sent: 1/6/2026 8:35:06 AM Resent: 1/7/2026 1:48:21 PM Viewed: 1/7/2026 4:36:28 PM Signed: 1/7/2026 4:51:00 PM Electronic Record and Signature Disclosure: Accepted: 1/7/2026 4:36:28 PM ID: 54607798-c355-4e79-80d7-7fbb06fee1eb Signer Events Signature Timestamp Andrea Visveshwara Andrea.Visveshwara@cityofsanrafael.org Chief Assistant City Attorney City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 1/7/2026 4:51:02 PM Viewed: 1/7/2026 5:30:12 PM Signed: 1/7/2026 5:31:00 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Heather Davis Heather.Davis@cityofsanrafael.org Risk Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 1/7/2026 4:51:02 PM Viewed: 1/12/2026 2:38:35 PM Signed: 1/14/2026 9:39:44 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Cristine Alilovich Cristine.Alilovich@cityofsanrafael.org City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2601:645:e82:6d80:5de7:c6f2:3d0b:4d39 Sent: 1/14/2026 9:39:47 AM Viewed: 1/14/2026 4:20:19 PM Signed: 1/16/2026 2:01:14 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: 1/16/2026 2:01:17 PM Viewed: 1/20/2026 10:54:37 AM Signed: 1/20/2026 10:55:01 AM 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: 1/2/2026 11:33:38 AM Resent: 1/5/2026 9:42:08 AM Viewed: 1/5/2026 1:54:27 PM Completed: 1/5/2026 2:01:32 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 1/2/2026 11:33:38 AM Envelope Updated Security Checked 1/5/2026 1:28:34 PM Envelope Updated Security Checked 1/5/2026 2:01:32 PM Envelope Updated Security Checked 1/5/2026 2:01:32 PM Envelope Updated Security Checked 1/5/2026 2:01:33 PM Envelope Updated Security Checked 1/5/2026 2:01:33 PM Envelope Updated Security Checked 1/5/2026 2:01:33 PM Certified Delivered Security Checked 1/20/2026 10:54:37 AM Signing Complete Security Checked 1/20/2026 10:55:01 AM Completed Security Checked 1/20/2026 10:55:01 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. 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