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HomeMy WebLinkAboutCO 2025-041 - Hudson Audio Works____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 1 Last Revised: 10/02/13 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 15th day of April, 2025, by and between the City of Rancho Cucamonga, a municipal corporation (“City”) and Probolsky Research, a Limited Liability Corporation (“Consultant”). RECITALS A.City has heretofore issued its request for proposals to perform the following professional services: research services for evaluating the level of support for a voter-approved sales tax measure, and guidance on options for both the November 2026 General Election ballot and the 2025 Special Election, including consultation to develop votor education and outreach. (“the Project”). B.Consultant has submitted a proposal to perform the professional services described in Recital “A”, above, necessary to complete the Project. C.City desires to engage Consultant to complete the Project in the manner set forth and more fully described herein. D.Consultant represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1.Consultant’s Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Consultant to perform all technical and professional services described in Recitals “A” and “B” above, including, but not limited to conducting a voter survey for a voter-approved sales tax meaure including consulting for voter education and outreach, all as more fully set forth in the Consultant’s proposal, dated August 23, 2024 and entitled “Scope of Work”, attached hereto as Exhibit “A”, and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as “the Services.” In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. City of Rancho Cucamonga CONTRACT NUMBER 2025-041 Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 2 Last Revised: 10/02/13 1.2 Revisions to Scope of Work. Upon request of the City, the Consultant will promptly meet with City staff to discuss any revisions to the Project desired by the City. Consultant agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Consultant’s compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Consultant by more than ten percent (10%) of the total compensation specified in Section 3, may be approved in writing by City’s City Manager without amendment. 1.3 Time for Performance. Consultant shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a “Schedule of Performance”, if such Schedule is attached hereto as Exhibit “A”. 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be to the project completion date of December 31, 2026, and shall become effective as of the date of the mutual execution by way of both parties' signature (the “Effective Date”). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and requirements have been fulfilled. 3. Compensation. 3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant shall not exceed $64,900 (sixty-four thousand, nine hundred dollars), including all out of pocket expenses, unless additional compensation is approved by the City Manager or City Council. City shall not withhold any federal, state or other taxes, or other Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 3 Last Revised: 10/02/13 deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Consultant be entitled to compensation for services not yet satisfactorily performed. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Consultant for any authorized extra services as set forth in Exhibit A. 4. Method of Payment. 4.1 Invoices. Consultant shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Consultant in writing within ten (10) business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Consultant relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City’s representative shall be Peter Castro, Deputy City Manager, Administrative Services, or such other person as designated in writing by the City (“City Representative”). It shall be Consultant’s responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Consultant shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Consultant Representative. For the purposes of this Agreement, Adam Probolsky, President, is hereby designated as the principal and representative of Consultant authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith (“Consultant’s Representative”). It is expressly understood that the experience, knowledge, capability and reputation of the Consultant’s Representative were a substantial inducement for City to enter into this Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 4 Last Revised: 10/02/13 Agreement. Therefore, the Consultant’s Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City. 6. Consultant’s Personnel. 6.1 All Services shall be performed by Consultant or under Consultant’s direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City’s Municipal Code. 6.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Consultant shall be responsible for payment of all employees’ and subcontractors’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 6.4 Consultant shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Consultant in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, “Work Product”), are considered to be “works made for hire” for the benefit of the City. Upon payment being made, and provided Consultant is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City. None of the Work Product Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 5 Last Revised: 10/02/13 shall be the subject of any common law or statutory copyright or copyright application by Consultant. In the event of the return of any of the Work Product to Consultant or its representative, Consultant shall be responsible for its safe return to City. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Consultant and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City’s reuse of the Work Product for any purpose other than the Project, shall be at City’s sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Consultant shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City’s use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City’s use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non- infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 6 Last Revised: 10/02/13 City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. 9. Confidentiality. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant’s covenant under this Section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Consultant to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 10.2 Consultant further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 7 Last Revised: 10/02/13 to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 10.3 Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 Professional Services. In the connection with its professional services, the Consultant shall defend, indemnify, and hold the City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City officials, (collectively, “Indemnitees”), free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall pay all reasonable defense costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. 11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, and to the maximum extent permitted by law, the Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, subconsultants, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City’s choice, and shall pay all costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees. 11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 8 Last Revised: 10/02/13 11.4 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Consultant. 11.5 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against Consultant shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. 12. Insurance. 12.1 Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Consultant, and/or its agents, representatives, employees and subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker’s Compensation insurance as required by the State of California, and Employer’s Liability Insurance. (4) Professional Liability insurance in a form approved by the City, having, at City’s option, an extended reporting period of not less than three (3) years; or professional liability insurance shall be maintained for a period of three (3) years after completion of the Services which shall, during the entire three (3) year period, provide protection against claims of professional negligence arising out of Consultant’s performance of the Services and otherwise complying with all applicable provisions of this Section 12. The policy shall be endorsed to include contractual liability to the extent insurable. Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 9 Last Revised: 10/02/13 12.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage. (3) Employer’s Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers’ Compensation Insurance in the amount required by law. (4) Professional Liability: $1,000,000 per claim/aggregate. (5) The Insurance obligations under this agreement shall be the greater of (i) the Insurance coverages and limits carried by the Contractor; or (ii) the minimum insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this Agreement. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and shall not reduce the limits of coverage. City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; and/or automobiles owned, leased, hired or Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 10 Last Revised: 10/02/13 borrowed by Consultant. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. (2) For any claims related to this Agreement, Consultant’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or officials. Any insurance or self- insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Consultant’s insurance and shall not contribute with it. (3) Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. (4) Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Contractor’s sole cost and expense. (5) Each insurance policy, required by this clause shall expressly waive the insurer’s right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials. (6) Each policy shall be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated A:VII or better according to the most recent A.M. Best Co. Rating Guide. Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 11 Last Revised: 10/02/13 (7) Each policy shall specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Each policy shall specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Contractor shall provide any and all other required insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage. Prior to commencing performance under this Agreement, the Consultant shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including (1) Additional Insured Endorsement(s), (2) Worker’s Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Consultant commences performance. If performance of this Agreement shall extend beyond one year, Consultant shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 12.7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor’s work. Contractor shall require its subcontractors to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub- subcontractor. 13. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. City shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties. 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Consultant. In the event City exercises its right to terminate this Agreement, City shall pay Consultant for any services satisfactorily rendered prior to the effective date of the Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 12 Last Revised: 10/02/13 termination, provided Consultant is not then in breach of this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5) business days after service of a notice to cure on the breaching party. Consultant may terminate this Agreement for cause upon giving the City ten (10) business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant’s and City’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this Section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: City of Rancho Cucamonga Peter Castro, Deputy City Manager, Administrative Services 10500 Civic Center Drive Rancho Cucamonga, CA 91730 If to Consultant: Probolsky Research Adam Probolsky, President 23 Corporate Plaza, Suite 150 Newport Beach, CA 92660 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 13 Last Revised: 10/02/13 17. Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant’s obligations hereunder without City’s prior written consent. Except as provided herein, any attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18 Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Consultant performs the Services. CONSULTANT is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, CONSULTANT agrees to fully comply with such Prevailing Wage Laws. The applicable prevailing wage rate determinations can be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm CONSULTANT shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. CONSULTANT shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney’s Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney’s fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 14 Last Revised: 10/02/13 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: Probolsky Research By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title (two signatures required if corporation) Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E 4/10/2025 | 5:01 PM PDT president 4/10/2025 | 5:19 PM PDT Deputy City Manager - Administrative Services 1 RESEARCH PROPOSAL MEMO PROBOLSKY RESEARCH 23 Corporate Plaza Suite 150 Newport Beach CA 92660 Newport Beach (949) 855-6400 San Francisco (415) 870-8150 Washington DC (202) 559-0270 To: Jennifer Camacho-Curtis City of Rancho Cucamonga From: Adam Probolsky Probolsky Research Date: August 23, 2024 Subject: Sales Tax Measure Research Thank you for the opportunity to once again offer our research services to the City of Rancho Cucamonga. We look forward to conducting a voter survey, evaluating the level of support for a voter-approved sales tax measure, and providing guidance on options for both the November 2026 General Election ballot as well as a 2025 Special Election. We will also work with the City and other consultants to develop and execute robust voter education and outreach . Probolsky Research understands community needs and municipal services: We have acted as a pollster and strategic advisor on thousands of local, city, and statewide government agency projects. We have unmatched experience researching voter willingness to fund both projects, services, and testing support levels for new revenues particularly as it relates to potential ballot initiatives. Recently, we have conducted polling and provided strategic gu idance on public outreach cities like Agoura Hills, Boulder (CO), Coos Bay (OR), Dixon, Escondido, Grover Beach, Laguna Beach, Marysville, Sebastopol, and Twentynine Palms. We have conducted over 1,400 surveys for local and regional governments. Established in 1992 and organized as a Limited Liability Corporation, Probolsky Research LLC specializes in market and opinion research. We are a woman and Latina-owned firm; we are multi-lingual. To ensure inclusivity and representation of all voices, and to limit communication barriers, we will conduct our research in English and Spanish – other languages are available. While Adam Probolsky will serve as project manager and the City’s point of contact, our entire team, with broad research experience with local government and specifically the planning process, will participate in projects for the City. Everyone working on this project possesses an understanding of design, implementation, and statistical analysis of voter surveys. This organizational chart includes the Probolsky Research team that will be assigned to this project. Authorized Representative: Adam Probolsky, President Probolsky Research 23 Corporate Plaza Suite 150 Newport Beach CA 92660 adamp@probolskyresearch.com Telephone: 949-855-6400 EXHIBIT "A" Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E 2 RESEARCH PROPOSAL MEMO PROBOLSKY RESEARCH 23 Corporate Plaza Suite 150 Newport Beach CA 92660 Newport Beach (949) 855-6400 San Francisco (415) 870-8150 Washington DC (202) 559-0270 Election Experience Once we are engaged, there are many data points we will analyze, not the least of which is turnout history. We do not take a formulaic approach to understanding the experience of the likely voter. We need to get to the root of voter opinions and the emotional drivers that will move them. This is one of the reasons that our team of communication, data, economic, and public policy experts is uniquely qualified among research firms. And it is a hugely important part of our ability to understand community feelings about priorities and tax tolerance. Probolsky Research understands revenue measures and local government taxation and has been conducting voter research on revenue measures for more than 27 years. Our firm has successfully passed ballot measures. We know how to win, and we bring our unique set of expertise to this project. Our research has provided guidance to our clients on tax measures for general taxes, utility user taxes, transportation, streets and roads, education, libraries, parks and open space, community facilities, public safety, transient occupancy taxes, landscape lighting districts, general services, cannabis, fire and paramedic services, healthcare, and hospitals. We know that the City will never be advocating for an election outcome. We also have the advantage of having been on the opposing side of new revenue measures and succeeding. No other public agency research firm has this kind of unique background. This helps us to better understand, test, and overcome opposition messaging and strategy. We advise our government clients considering revenue measures to address four key areas: • Funds are being well managed today. • The need for new funds has been justified, or the new revenues will rectify an imbalance. • Grants and cost containment have been pursued. • Oversight will ensure that the new revenue will be spent as promised. We always recommend asking the tough questions. Testing the messages of those who oppose a revenue measure or generally take issue with City leadership will help the City better understand the impact of the opposition and how best to communicate with these voters. Probolsky Research conducts objective research and provides impartial analysis. Sometimes our results are not what our clients want to hear, but we never sugar-coat our findings. As researchers and strategists, it is our job to find the right messages and to develop a strategy that works. We are passionate about local government —we do not give up easily. Initiating public education and outreach requires nuance and strategy. We provide guidance at every step of the way, from staff report language to ballot label and statement to the last Nextdoor post before Election Day. Voter Turnout Modeling Knowing what questions to ask is only one aspect of determining voter opinions. Modeling for turnout presents a uniquely challenging task. Developing a turnout model requires careful examination of voter history in the City and a review of the factors impacting turnout in specific future elections (e .g., March 2025, November 2026, etc.). Key to our accuracy is that we do not rely solely on asking voters how likely they are to vote in an upcoming election. While this seems like the obvious way to determine the likelihood of participation, it does not capture true turnout. The reason: voters don’t like to admit failing in their duty to fulfill the social contract of voting. Respondents claim they are more likely to participate than they are — especially if they are younger or newer Americans. By understanding these differences and getting turnout right, we will know the relative importance of key messages, targetable voting blocs (and how receptive they are to alternative messaging) and will be able to direct outreach resources accordingly. Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E 3 RESEARCH PROPOSAL MEMO PROBOLSKY RESEARCH 23 Corporate Plaza Suite 150 Newport Beach CA 92660 Newport Beach (949) 855-6400 San Francisco (415) 870-8150 Washington DC (202) 559-0270 Survey Methodology Statistically Valid Multi-mode, Multi-lingual Survey Approach We use a multi-mode methodology, meaning that we will conduct the survey by telephone using our live professional interviewers and online via our secure digital platform. This multi-mode approach maximizes the accuracy and reach of the research, increases participation rates, and minimizes response bias. Conducting research in the language most comfortable to respondents is critical in obtaining accurate results in a statistically valid survey and is one of the best ways to alleviate language barriers. Participants can choose their preferred language at the onset of their survey experience. For the online mode, we email or send a text message invitation and provide a secure link for the individual to access the survey online. Our online survey platform is easy to use and allows participants to complete the survey from any device: computer, tablet, or mobile phone. After launching the online portion of the survey, we contact participants who have not already completed the survey online, on their landline and mobile phones. We place no limit on the number of completed responses via mobile phone – we match the population that uses mobile phones exclusively or prefers to respond on mobile phones in general. Below is an explanation of our reporting by survey mode. WATCH: The video above shows Adam Probolsky explaining how nuances of demographics and data collection techniques can make or break. Tracking Survey Tracking surveys augment the initial research, helping the City maintain a firm grasp on how voters are receiving public outreach messages and allows for adjustments to targeting as the election approaches. They are an important element of the overall research and outreach strategy. Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E 4 RESEARCH PROPOSAL MEMO PROBOLSKY RESEARCH 23 Corporate Plaza Suite 150 Newport Beach CA 92660 Newport Beach (949) 855-6400 San Francisco (415) 870-8150 Washington DC (202) 559-0270 Sample Size A sample size of at least 400 likely voters is robust and will yield a +/-5% margin of error at a 95% level of confidence. The statistically representative, random sample will allow for statistically reliable comparisons among all subgroups of the City’s population (e.g., by demographic and geographic variables). Sample Stratification The statistically valid sample file of City of Rancho Cucamonga likely voters will be secured by Probolsky Research, at our expense, from the San Bernardino County Registrar of Voters that includes addresses, emails, and phone numbers – (landlines and mobile phones) and is inclusive of all voters, both demographically and geographically. Unique to Probolsky Research: We match the demographics of City of Rancho Cucamonga likely voters. This means we capture real responses of the right number of each gender, age group, ethnicity, party preference, City Council District, etc. Cyber Security & Confidentiality We take data integrity and confidentiality seriously. All client materials are hosted in a secure digital cloud environment. We use 256-bit Advanced Encryption Security to keep your data secure. This is the same level of encryption used by the U.S. Government. Our data is stored on U.S. based computers and cloud services. Research is only released per staff’s direction. We use Box for content management. This cloud-based, encrypted system allows us to gather data and manage projects seamlessly and securely. We have multiple team members who hold certifications in the protection of human subjects in research from the Collaborative Institutional Training Initiative (CITI). CITI is the leading provider of research ethics and compliance education, utilized by academic, medical, and social science researchers across the United States and globally. Sample Size = 400 Margin of Error = +/-5% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 0 100 200 300 400 500 600 700 800 900 1000 Ma r g i n o f E r r o r Sample Size (Number of Respondents) Relationship of Margin of Error to Sample Size Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E 5 RESEARCH PROPOSAL MEMO PROBOLSKY RESEARCH 23 Corporate Plaza Suite 150 Newport Beach CA 92660 Newport Beach (949) 855-6400 San Francisco (415) 870-8150 Washington DC (202) 559-0270 Data Analysis We complete comprehensive statistical analyses of the research results, utilizing software programs, including IBM SPSS and R to conduct deep statistical testing, such as multiple regression analysis. Both qualitative and quantitative data will be analyzed in a scientifically valid manner. This helps us discover and present statistically significant results – beyond the broad opinions – and understand the specific factors that contribute to attitudes and beliefs of voters. Such analyses are crucial in identifying gaps in public perception and awareness. Once we have run all analyses on results, cross tabulations are developed, graphics are generated, and other elements of the report are prepared. Reporting Our reporting is comprehensive and immediately usable by decision makers. Our reporting includes: 1. Draft survey summary findings in PowerPoint presentation format – focused on actionable and usable data results, graphics, benchmarking data and crosstabulations 2. Report on results, including survey background and results, methodological description, questionnaire results, survey top lines (displaying the aggregate percentages of responses to each question), cross -tabulations based on key demographic information, open-ended question responses with demographic overlay, analysis, conclusions, and recommendations 3. Results sent via PDF and hard copy (if requested) 4. Presentations to the key staff and other audiences as directed 5. In-person meetings, presentations, conference calls, and ongoing consulting Geospatial Mapping Geospatial mapping of results is included. We will map survey respondents and their responses to different questions geographically. Our method ensures that individual respondents cannot be identified. EXAMPLE: City of Rancho Cucamonga voters mapped (left). Respondents mapped by geography and response to questions (San Dimas, CA- right). Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E 6 RESEARCH PROPOSAL MEMO PROBOLSKY RESEARCH 23 Corporate Plaza Suite 150 Newport Beach CA 92660 Newport Beach (949) 855-6400 San Francisco (415) 870-8150 Washington DC (202) 559-0270 Timeline We can meet any timeline provided by the City. Below is an example timeline that can be easily modified. Pricing Our pricing is all inclusive. We do not charge for travel or other expenses. We welcome the chance to develop the ideal methodology and budget in discussion with staff. We are flexible. Multi-mode Survey Pricing Number of Questions/Time Universe Number of Respondents Margin of Error Cost 25 Questions/15 Minutes City of Rancho Cucamonga likely voters 400 +/-5% $30,000 35 Questions/20 Minutes City of Rancho Cucamonga likely voters 400 +/-5% $42,000 45 Questions/25 Minutes City of Rancho Cucamonga likely voters 400 +/-5% $54,000 Languages: English, Spanish, other languages available Level of confidence: 95% Modes: Telephone (landline and mobile phones) and Online (via email and text-to-web) Multi-mode Tracking Survey Pricing Number of Questions Universe Number of Respondents Margin of Error Cost Approximately 12 questions City of Rancho Cucamonga likely voters 300 +/-5.8% $10,900 Languages: English, Spanish, and other languages as requested Level of confidence: 95% Modes: Online (email and text-to-web) and Telephone (landline and mobile phones) Docusign Envelope ID: C7837A99-3328-4A1C-9085-1BFE29B7850E Electronic Record and Signature Disclosure Certificate Of Completion Envelope Id: C7837A99-3328-4A1C-9085-1BFE29B7850E Status: Completed Subject: Complete with Docusign: CO2025-041 Probolsky PSA - Sales Tax Measure Research - 2025.pdf Source Envelope: Document Pages: 20 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Melanie Morris AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) melanie.morris@cityofrc.us IP Address: 199.201.174.250 Record Tracking Status: Original 4/10/2025 4:39:58 PM Holder: Melanie Morris melanie.morris@cityofrc.us Location: DocuSign Signer Events Signature Timestamp ADAM PROBOLSKY adam@probolskyresearch.com president Probolsky Research Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 68.4.35.232 Sent: 4/10/2025 4:53:12 PM Viewed: 4/10/2025 4:59:43 PM Signed: 4/10/2025 5:01:22 PM Electronic Record and Signature Disclosure: Accepted: 4/10/2025 4:59:43 PM ID: 663d97b3-846f-413f-a609-773e788606f0 Peter Castro Peter.Castro@CityofRC.us Deputy City Manager - Administrative Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.201.174.250 Sent: 4/10/2025 5:01:23 PM Viewed: 4/10/2025 5:02:05 PM Signed: 4/10/2025 5:19:27 PM Electronic Record and Signature Disclosure: Accepted: 4/10/2025 5:02:05 PM ID: 6a12a336-77c5-4da0-b4e4-cf1f8bcf6647 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp City Clerk Services ClerkContracts@CityofRC.us City Clerk City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Using IP Address: 199.201.174.250 Sent: 4/10/2025 5:19:29 PM Viewed: 4/14/2025 8:01:20 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/10/2025 4:53:12 PM Certified Delivered Security Checked 4/14/2025 8:01:20 AM Signing Complete Security Checked 4/10/2025 5:19:27 PM Completed Security Checked 4/14/2025 8:01:21 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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