Agenda packet — Orinda City Council, September 2, 2025

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CITY COUNCIL
AGENDA
Tuesday, September 2, 2025
7:00 PM - REGULAR MEETING
City Council
Agenda Page 1 09.02.25
How to follow and/or participate in the meeting:

IN PERSON SPEAKER CARDS: If you would like to speak during the public forum or on an item listed on the agenda, you are invited to submit a speaker card to the City Clerk. You will be permitted to speak even if you elect not to submit a speaker card or decline to provide information requested on the card. After the City Council has heard from everyone who submitted speaker cards, anyone electing not to submit a speaker card may form a line at the lectern. Public comment is generally limited to 3 minutes per speaker per agenda item.

WRITTEN COMMENTS: You may also submit a public comment in advance of the meeting by following instructions below:

Deliver to City Hall at 22 Orinda Way or send an e-mail to [email protected] by 3pm on the day of the meeting. Those comments will be forwarded to the City Council. They will also be made a part of the public record and be available to view in the public review binder at Orinda City Hall, 22 Orinda Way. In addition, they will be available electronically by 5pm on the day of the meeting by selecting the date of the meeting in this Box account link:
https://tinyurl.com/Orinda-Public-Comment
REMOTE COMMENTS: Remote Public Comments have been discontinued for the foreseeable future.
7:00 PM - REGULAR SESSION
A. CALL TO ORDER / ROLL CALL
Councilmembers: Darlene Gee, Cara Hoxie, Janet Riley
Vice Mayor Brandyn Iverson, Mayor Latika Malkani
B. PLEDGE OF ALLEGIANCE
City Council
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C. ADOPTION OF AGENDA
The City Council may take action on any item listed on the agenda.

D. ITEMS FOR THE GOOD OF THE CITY
E. PUBLIC FORUM
The public forum provides an opportunity for members of the public to speak on any item within the jurisdiction of the City Council that is not on the agenda.

Additionally, a speaker has the option of addressing the Council on an item listed on the agenda, if the speaker will not be present when that agenda item is taken up. When an item is not listed on the agenda, State law prohibits Council discussion or action. Councilmembers may only “briefly respond” to statements made and questions posed. For example, State law allows Councilmembers to ask questions for clarification and provide a reference to staff or other resources for factual information. Additionally, consistent with the “Matters Initiated” rule contained in its Policies and Procedures Manual, the Council may also direct staff to report back and/or place a matter on a future agenda for discussion.

F. CONSENT CALENDAR
F.1. Minutes Approval
Recommendation:

Approve City Council Minutes:

1. August 19, 2025 Regular Meeting
F.2. Shute Mihaly & Weinberger Hourly Rate Increase
Recommendation:

Approve the rate increase for Shute Mihaly & Weinberger for City Attorney services.

F.3. Laserfiche Document Imaging System Acquisition and Implementation
Recommendation:

Approve the Master Service Agreement (MSA) No. 23068 and Addendum No. 1, No. 2, and No. 3 with MCCi, LLC for Laserfiche Cloud Subscription, Support Services, and Implementation Services, and approve Budget Change Form #004-26 to appropriate funding for this project.

G. PUBLIC HEARING
H. POLICY MATTERS
H.1. Consider Amendments and Adopt City Council Policy & Procedures Manual
Recommendation:

City Council
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Adopt Resolution No. 50-24 adopting the City Council Policies and Procedures Manual.

H.2. City Council Meeting Schedule for 2026
Recommendation:

Review, amend, and adopt the City Council Meeting Schedule for calendar year 2026.

H.3. Selection of Two Councilmembers as Labor Negotiators for Position of City Manager
I. COUNCILMEMBERS' REPORTS
J. CITY MANAGER'S REPORT
K. MATTERS INITIATED
L. ADJOURNMENT
The next meeting of the Orinda City Council will be held on Tuesday, October 7, 2025 at 7:00 PM.

Please visit the City’s website at www.cityoforinda.org to view the City Council Calendar.

I, Sheri Marie Smith, City Clerk, declare under penalty of perjury under the laws of the State of California that this special meeting agenda has been posted at least 24 hours in advance at the Orinda City Hall, 22 Orinda Way and the Orinda Library, 26 Orinda Way.

Additional copies are available at the Orinda Library, 26 Orinda Way, and at the City’s website at www.cityoforinda.org. At least 24 hours in advance of the meeting, this agenda was also delivered to and received by each member of the City Council as well as each local newspaper, radio station and television station requesting written notice of special meetings.

I, Sheri Marie Smith, City Clerk, declare under penalty of perjury under the laws of the State of California that this regular meeting agenda has been posted at least 72 hours in advance at the Orinda City Hall, 22 Orinda Way and the Orinda Library, 26 Orinda Way. Additional copies are available at the Orinda Library, 26 Orinda Way, and at the City’s website at www.cityoforinda.org
~ Notices ~
There is a 90-day limit for the filing of a challenge in Court to certain City decisions that require a hearing by law, the receipt of evidence, and the exercise of discretion. The 90-day limit begins on the date the decision is final (Code of Civil Procedure §1094.6). Further, if you file a challenge in Court, you may be limited by California law, including but not limited to Government Code §65009, to those issues raised in connection with the public hearing. The City Council may be requested to reconsider a decision if the request is made prior to the next City Council meeting. For information on the next City Council meeting, please call 925.253.4221 or visit the website at www.cityoforinda.org. Unless otherwise noted, City Council actions include a determination that the California Environmental Quality Act (CEQA) does not apply. ~ Accessible Public Meetings ~
City Council
Agenda Page 4 09.02.25
The City of Orinda will provide special assistance for disabled citizens to participate in public meetings upon advance notice. If you need auxiliary hearing aid or sign language assistance at least two (2) working days advanced notice is necessary. Please contact the City Clerk’s Office, 22 Orinda Way, Orinda, Ca 94563 or 925.253.4221 or [email protected] with the following information: name, mailing address, phone number and type of assistance requested.

City Council
Staff Report
Agenda Item: F.1
Date: September 2, 2025
Department: City Clerk
AGENDA TITLE: Minutes Approval
RECOMMENDATION:

Approve City Council Minutes:

1. August 19, 2025 Regular Meeting
BACKGROUND:

The following City Council Minutes are attached for review and adoption.

1. August 19, 2025 Regular Meeting
ATTACHMENTS:

A. City Council Minutes of August 19, 2025
Respectfully Submitted by:

Sheri Smith
City Clerk
Prepared By: Sheri Smith, City Clerk
Approved by:

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Orinda City Council Minutes Page 1 of 13 08.19.25
AUGUST 19, 2025

CITY OF ORINDA

CITY COUNCIL MINUTES
Note: Written communications received from the public prior to the start of this meeting can be viewed on the City’s website meeting calendar. They are also kept in the City Clerk’s Office as part of the public record and available upon request ([email protected]). 7:00 P.M. – REGULAR MEETING– ORINDA LIBRARY AUDITORIUM
A. CALL TO ORDER / ROLL CALL:

Mayor Malkani called the Regular Meeting to order at approximately 7:00 p.m.

COUNCILMEMBERS PRESENT: Cara Hoxie, Janet Riley, Darlene Gee Mayor Latika Malkani, Vice Mayor Brandyn
Iverson
COUNCILMEMBERS ABSENT: None
B. PLEDGE OF ALLEGIANCE – Led by Mayor Malkani
C. ADOPTION OF AGENDA
MOTION by Councilmember Riley, and seconded by Councilmember Hoxie, to adopt the agenda. Said motion carried by unanimous (5-0) vote.

D. ITEMS FOR THE GOOD OF THE CITY – None.

E. PUBLIC FORUM
Shaheen Tonse raised safety concerns about children riding e-bikes at excessive speeds, sometimes up to 45 mph or more, and noted that some high-powered bikes capable of 68–70 mph are being used by underage riders. He explained the different ebike classes and rules, emphasized that enforcement is increasing, and shared a personal experience of dangerous riding on the Lafayette-Moraga Trail. He urged the Council to work with TSAC and police on enforcement and education, particularly in schools.

F. CONSENT CALENDAR
Mayor Malkani requested removal of Item F.2 for a separate vote due to previous donation to Orinda Association and her name has been on the banners. She asked and confirmed there were no additional requests for removal of items and no public comments.

F.1. Minutes Approval
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Attachment: City Council Minutes of August 19, 2025 (3701 : Minutes Approval) Orinda City Council Minutes Page 2 of 13 08.19.25
Recommendation:

Approve City Council Minutes:

1. July 15, 2025 Regular Meeting
F.3. Quarterly Investment Report for Quarter Ending June 30, 2025 Recommendation:

Accept the Quarterly Investment Report for the period ending June 30, 2025.

F.4. Road Closure to Vehicular Traffic for the Orinda Annual Classic Car Show
Recommendation:

Adopt Resolution 47-25 Approving the Closure of a Portion of Orinda Way and All of Avenida de Orinda for the Orinda Annual Classic Car Show (Traffic Order No. 239).

F.5. Acceptance of Work and Contract with Cowan & Thompson Construction, Inc.

Recommendation:

Adopt Resolution No. 44-25 to Accept the Work and Contract with Cowan & Thompson Construction, Inc. for the Drainage Facilities Improvement Project (CIP #4111).

F.6. Adoption of Resolution No. 45-25 Establishing the Property Tax Rates for the General Obligation Bond Series 2014 and Series 2016 for Fiscal Year 2025-26
Recommendation:

Adopt Resolution No. 45-25 Establishing the Property Tax Rates for Bonded Indebtedness for Fiscal Year 2025-26; and, direct Staff to provide the information to the Contra Costa County Auditor-Controller for preparation of the tax levy.

F.7. Acceptance of Work and Contract with Satellite Painting, Inc.

Recommendation:

Adopt Resolution No. 48-25 Accepting the Work and Contract with Satellite Painting, Inc. for the Exterior Building Painting Projects (CIP #’s 4083, 4175 and 4182).

F.8. Award Construction Contract to Miksis Services Inc. for Annual Storm Drain Repair Project (Category B) (CIP #5008 and #5009) Recommendation:

Award a construction contract to Miksis Services Inc. for Annual Storm Drain Repair Project (Category B), authorize a contingency of 25%, and approve plans for the project.

MOTION by Councilmember Gee, and seconded by Councilmember Riley to approve Consent Calendar Items F.1.1, F.3, F4, F.5, F.6, F.7, and F.8. Said motion carried by unanimous (5-0) vote.

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Items Removed from the Consent Calendar:

F.2. Policy for the Display of Banners on City Street Light Poles in Downtown Areas
Recommendation:

Adopt Resolution No. 46-25, Approving a Banner Display Policy on City Street Light Poles.

Vice Mayor Iverson asked if there were any public comments, and there were no speakers.

MOTION by Councilmember Riley, and seconded by Councilmember Gee to approve Consent Calendar Item F.2. Said motion carried by unanimous (4-0-1; Malkani recused) vote.

G. PUBLIC HEARING
G.1. Annual Review of Wilder Development Agreement
Recommendation:

Conduct a public hearing and find OG Property Owners, LLC in substantial compliance with all the terms of the Second Amendment and Restatement of the Development and Pre-Annexation Agreement for Gateway Valley, as amended.

Mayor Malkani called the item and requested the City Attorney review the order of procedure for the public hearing.

City Attorney Osa Wolff reviewed the order of the procedure for the public hearing and spoke about the need to disclose any ex-parte communications and site visits, and there were none.

Planning Director Lashun Cross then gave the staff report, background, and overview of the Wilder Development Agreement and the request of the Council to find OG Property Owners, LLC in substantial compliance with all the terms of the Second Amendment and Restatement of the Development and Pre-Annexation Agreement for Gateway Valley, as amended.

Mayor Malkani stated the Council received a public comment relating to a fuel break.

She asked if staff could address this.

City Manager Smith explained this was a letter sent to the Wilder HOA meant for OG LLC to conduct their fire fuel break work as required by MOFD. This is something that can be done separately from this compliance matter.

Mayor Malkani next called on OG LLC to provide commentary for up to 15 minutes, and confirmed they are joining by Zoom.

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Attachment: City Council Minutes of August 19, 2025 (3701 : Minutes Approval) Orinda City Council Minutes Page 4 of 13 08.19.25
Chris Yelich, OGLLC, stated they have no comments, are here to answer questions, and are hopeful this will be one of the last hearings and the Council can find them in substantial compliance.

Mayor Malkani opened the Public Forum. She described written materials received and verified there were no speakers.

Rebuttal – Applicant
Mr. Yelich from OGLLC waived his rebuttal period.

Mayor Malkani stated she is satisfied with remaining obligations, confirmed sidewalks will be built, and she noted Councilmembers were satisfied due to the complexity of the review and previous questions that were answered by staff.

MOTION by Councilmember Gee and seconded by Councilmember Riley to find OG Property Owners, LLC in substantial compliance with all the terms of the Second Amendment and Restatement of the Development and Pre-Annexation Agreement for Gateway Valley, as amended. Said motion carried by unanimous (5- 0) vote.

H. POLICY MATTERS
H.1. FSMO Moraga-Orinda Funding Request
Recommendation:

Receive report from Staff, as well as presentation from FSMO MoragaOrinda. Discuss the request and provide direction to Staff.

Management Analyst Micki Cronin introduced the matter regarding the City’s receipt of a funding request from FSMO Moraga-Orinda asking the Council to consider providing $400,000 annually for three years to support 30 neighborhood defensible space projects each year, as well as funding for staff to manage the projects and enhance Firewise neighborhood outreach.

In response, Mark Evans was present to talk about more details about the request and explain the context and how the organization will manage, track, and account for funds to ensure Orinda tax dollars are used exclusively for Orinda projects and staff time within Orinda.

Mark Evans, President of Fire Safe Moraga-Orinda (FSMO), requested funding to strengthen neighborhood Firewise programs in Orinda. He noted the rapid expansion of Firewise communities, now covering more than 4,000 homes, and highlighted their success in promoting defensible space, education, and evacuation preparedness.

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He then outlined the matching-funds model, where homeowner contributions double the impact of grants, with projects completed efficiently by qualified contractors. He added that private fundraising efforts have begun and urged Council approval to sustain and grow these initiatives.

Councilmember Hoxie asked whether the proposed program targets the highest-risk areas at the wildland–urban interface or funds projects on request. Mr. Evans explained that projects are prioritized based on a selection criteria document, considering severity zones, topography, winds, embers, and other risk factors, with input from MOFD.

Projects are queued, reviewed by the Executive Director, approved by the Board, and executed as funding allows.

Regarding MOFD coordination, Mr. Evans noted that Firewise leaders work closely with MOFD to establish neighborhoods and act as trained ambassadors to assist with assessments. FSMO requested funding from MOFD in June, but their budget decision is still pending. He emphasized the program’s goal of helping residents take preventative action before receiving citations, using ambassadors and funding support to encourage compliance.

On outreach, Mr. Evans said they received a $100,000 California Firewise Council grant, which required administrative setup. They advertised, screened 25 requests, deemed 13 eligible, approved 6, and completed 3 projects due to limited funds and delayed federal reimbursements. He stressed the need for more revenue streams to expand impact.

For older homeowners with large properties, he clarified that the program does not manage entire forests but focuses on creating defensible space within 5, 30, and 100 feet of structures, following MOFD guidance and Zone Zero regulations by removing vegetation and limbing trees.

Vice Mayor Iverson asked how neighborhood grants would be managed and whether work is done on a single property or divided among several. Mr. Evans explained that each grant requires at least five participating properties, ideally eight, and distribution of funds is determined by the neighborhood coordinator based on project needs.

When asked about repeat grant requests, Mr. Evans stated that the program avoids funding ongoing maintenance, as property owners are expected to sustain their defensible space. Current policy requires a three-year gap before a homeowner can be considered for another grant, with tracking managed through their software system.

Councilmember Gee asked about project funding limits. Mr. Evans explained that while grants can involve up to 20 homes at $1,000 each, the practical maximum is about $10,000 per project to ensure funds are spread across the community and encourage group participation. Smaller properties requiring less work can still be included, with homeowners contributing labor to extend project reach.

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Attachment: City Council Minutes of August 19, 2025 (3701 : Minutes Approval) Orinda City Council Minutes Page 6 of 13 08.19.25
Regarding financial oversight, Mr. Evans confirmed that FSMO would manage all accounting internally. City staff assistance could be limited to outreach and education, such as newsletter communications. He noted that FSMO employs an experienced accountant, uses Quicken software, and would provide staff reports verifying proper use of funds, without requiring City staff to handle financial reporting.

Vice Mayor Iverson noted that the SSTOC runs individual grants under a similar model and asked whether FSMO’s program would supplement or compete with Measure R funds, and if the partnership could reduce City staff workload.

Mr. Evans responded that FSMO could manage individual grants to ease the burden on City staff, emphasizing that group projects are preferable as they foster community collaboration. He expressed support for coordinating with SSTOC, weighing pros and cons with staff, and highlighted the value of targeting outreach and funding to vulnerable residents—such as the elderly, disabled, or those unfamiliar with FSMO requirements.

He noted their close coordination with MOFD enables them to identify residents who are out of compliance and in need of guidance.

Councilmember Gee asked whether City funding would be restricted to vegetation management rather than home hardening. Mr. Evans clarified that their immediate focus, per MOFD guidance, is solely on vegetation management to create defensible space. While they hope to expand to home hardening in the future, the current funding request is limited to defensible space projects.

Councilmember Riley inquired about the status of Firewise neighborhoods along key perimeters, including Briones, Lafayette Reservoir, and upper El Toyonal.

Mr. Evans confirmed that most areas, including Briones, Orinda Downs, and neighborhoods near the Reservoir, have active Firewise participation. While upper El Toyonal’s leadership had moved, recent coordination with Kathleen Meade and support from lower El Toyonal neighborhoods is helping to restore engagement. Overall, approximately 65% of Firewise neighborhoods are in Orinda, with large participation in Moraga Country Club (500 residents) and Campolindo (400 residents).

Regarding applications, Councilmember Riley asked how many are from Orinda.

Mr. Evans noted roughly two-thirds typically are, with three recently completed—two in Orinda and one in Bollinger (unincorporated Moraga). While funding does not require Firewise membership, outreach encourages neighborhoods to join.

Councilmember Riley highlighted that Moraga lacks a Measure R funding source, and Mr. Evans noted ongoing discussions with local leadership, volunteer fire leaders, and a request to speak to the Moraga Town Council, which has not yet been scheduled for discussion yet.

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On staffing and salaries, he explained that only the Executive Director position is currently funded, with plans to add a Communications Specialist to expand outreach and ensure sustainability beyond volunteer efforts.

Councilmember Riley questioned how time and costs would be tracked without Moraga funding.

Mr. Evans responded that private fundraising has raised over $55,000 to support education and outreach across the Fire District, emphasizing transparency and potential future involvement of Lafayette.

Mayor Malkani requested examples of work completed through funded projects.

Mr. Evans explained that activities include limbing overhanging trees, removing hazardous or house-adjacent trees, and clearing mulch. Group efforts reduce costs, as contractors can work efficiently within concentrated areas, with debris either chipped onsite or through the Orinda chipping program.

Mayor Malkani emphasized the importance of cost-sharing as an incentive, particularly for vulnerable residents who may lack financial resources or knowledge.

Mr. Evans noted that neighborhoods assess need based on criteria such as age and income and decide whether to assist financially. He detailed grant efforts, including submissions to MOFD, US Forest Service (January), and Cal Fire ($924,000) with a focus on supporting special needs residents without requiring matching funds.

Identifying vulnerable individuals is challenging due to isolation. While Orinda’s affluence can initially disadvantage applications in scoring, the strong community support for neighbors positively resonates with grant reviewers.

Mayor Malkani opened the Public Forum.

City Clerk Smith announced that one written communication was received before the meeting which is in the communications packet.

Michael Brown, leader and founder of his local Firewise neighborhood, noted that initial enthusiasm for the program waned after a few years. He credited Mr. Evans with revitalizing the program, highlighting Evans’ proactive approach in connecting people and ensuring progress. He emphasized that Measure R funds had been underutilized and praised Mr. Evans’ ability to direct funding effectively to achieve tangible results.

Sandy Gross, a member of a 40-home Firewise neighborhood and the FSMO MoragaOrinda Board, expressed support for uniting neighborhoods under the program. He noted that while they rely heavily on Mr. Evans and other leaders, increased funding would enhance their ability to implement projects. Drawing on his experience with EFO, he emphasized that, beyond educational programs, protecting the entire community from fire hazards remains a critical priority.

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Councilmember Hoxie sought clarification on the relationships among local organizations involved, including SSTOC, FSMO, MOFD, and the City of Orinda. She inquired whether SSTOC has formally supported FSMO or provided input on Council decisions and expressed confusion over the delineation of responsibilities between MOFD and the City.

She also raised the question of precedent in supporting one non-profit over others, acknowledging the unique importance of FSMO but emphasizing the need for careful Council consideration. She noted that while SSTOC oversees Measure R funding, the mechanisms and oversight remain unclear to her.

Mayor Malkani noted the SSTOC is an advisory body that advises the Council on Measure R expenditures in addition to overseeing it.

City Manager Smith explained that Measure R requires an oversight commission (SSTOC) to ensure resident input and accountability for fund expenditures. Although Measure R is a general tax, it emphasizes wildfire preparedness and reinvestment in aging infrastructure. The SSTOC is responsible for reporting on these efforts, producing a substantial annual report detailing City initiatives and fund usage.

Further, she noted that the funding request was directed to the City Council rather than SSTOC and recommended that the Council first review and provide direction before involving SSTOC, including setting any parameters for their discussion. SSTOC’s incentive ad-hoc committee is actively exploring ways to increase property fuel reduction, and Council consideration of the request could align with these ongoing efforts. Staff would need to manage potential conflicts of interest for SSTOC members participating in both efforts.

Mayor Malkani emphasized the value of SSTOC input, noting that their monthly meetings provide detailed oversight, including data on incentive program participation and chipper usage. SSTOC members, some of whom serve as volunteers and ambassadors, bring informed perspectives, share best practices from other communities, and maintain connections with MOFD. She stressed that while SSTOC provides advice, the Council ultimately sets parameters and makes final funding decisions.

Regarding MOFD, she clarified that it is a separate entity. While the 2x2 committee facilitates discussion between the City and MOFD, each body maintains distinct responsibilities. She observed that historically, both MOFD and the City of Orinda had gaps in fire mitigation and fuel reduction efforts, but now both entities are actively engaged.

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Attachment: City Council Minutes of August 19, 2025 (3701 : Minutes Approval) Orinda City Council Minutes Page 9 of 13 08.19.25
Councilmember Hoxie expressed that her primary concern is determining the appropriate source of funding for the Firewise efforts. She noted her understanding that the City is responsible for evacuation and road safety, while MOFD focuses on fire prevention and compliance with property safety. She emphasized caution in approving a grant solely from Orinda without participation from MOFD or the Town of Moraga, suggesting a potential matching arrangement to ensure all jurisdictions contribute. She stressed the importance of a collaborative approach to funding community-wide FSMO, while acknowledging Mr. Evans’ capability in managing funds responsibly.

Vice Mayor Iverson acknowledged ongoing challenges in evaluating SSTOC’s annual reports but noted that the current FSMO initiative represents a transformative approach.

She emphasized its focus on prioritizing high-risk areas and vulnerable residents through a systemic partnership with MOFD and the City. She highlighted the program’s successes in hardening homes, organizing communities, expanding Firewise participation, and promoting vegetation management—achievements not previously realized at this scale.

While recognizing Orinda’s limited budget relative to MOFD and Moraga, she stressed the importance of supporting effective efforts rather than delaying them for full multijurisdictional participation. She suggested using Orinda funds for local neighborhoods initially, allowing administrative and broader funding decisions to be guided by SSTOC, thereby enabling progress while maintaining accountability and creating an opportunity for cautious, constructive risk-taking.

Councilmember Gee expressed strong support for the FSMO initiative, acknowledging Mr. Evans and his team for their exceptional organization and progress. She noted that while Measure R funds are a general tax, a significant portion was intended for wildfire mitigation—a focus she feels has not been fully realized by the City despite ongoing efforts. Mr. Evans’ group, in her view, is achieving tangible results more effectively than prior City-led initiatives.

She emphasized that any Measure R funds contributed should be spent exclusively within Orinda, prioritizing direct benefits such as vegetation management. While she hopes MOFD will eventually contribute, she believes Orinda should not delay action.

She supports starting with a pilot program to test effectiveness, with oversight and parameters managed by SSTOC and City staff to ensure accountability. Overhead costs may be considered in the future, but initial funding should focus on direct, measurable outcomes to maximize wildfire mitigation impact.

Councilmember Riley expressed appreciation for Mr. Evans and his board’s efforts, describing the initiative as promising. She emphasized that any funding should be spent exclusively in Orinda, with SSTOC establishing parameters to ensure accountability.

She supported prioritized funding for perimeter areas most vulnerable to fire, while recognizing that broader participation can encourage wider community engagement.

She also suggested that initial City funding might encourage Moraga and MOFD to contribute in the future.

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Mayor Malkani expressed strong support for the Vice Mayor’s approach and the FSMO initiative overall, highlighting Orinda’s significant progress since 2019 in community education, engagement, Firewise networking, and coordinated fuel reduction efforts.

She described the neighborhood-based model as groundbreaking and aligned with the original intent of Measure R.

She emphasized that Orinda Measure R funds should be spent within Orinda and supported a cost-sharing approach among neighbors to enhance efficiency and incentivize participation, while maintaining a needs-based exception for those requiring additional support. She noted the potential for home hardening, Zone Zero compliance, and improved insurance outcomes, viewing the initiative as an exciting and effective model for wildfire mitigation.

Councilmember Hoxie emphasized the importance of prioritizing neighborhoods located along high-risk boundaries, such as Briones, Sleepy Hollow, and Upper El Toyonal.

Drawing on her experience with seniors in these areas, she noted that residents may be unsure how to comply with FSMO requirements or may fear citations. She recommended that FSMO develop a targeted outreach plan for these specific neighborhoods, with a portion of funding allocated to education and support to help residents understand and implement necessary fire mitigation measures.

Mr. Evans noted that the Council is aware of the State Fire Hazard Severity maps, which identify areas of “very high” risk along North Orinda through Canyon. These areas would be prioritized for mitigation efforts. He emphasized that funding is also needed for FSMO staff to conduct outreach, walk neighborhoods, and provide targeted guidance to residents. He highlighted that effective wildfire mitigation requires integrating Firewise education with community coordination and available funding, as both components are essential for success.

Councilmember Gee suggested that SSTOC review the outreach component, noting that City staff using Measure R funds have already established many foundational efforts over the past 3–5 years. She emphasized that FSMO volunteers should not bear the entire responsibility for outreach and that some efforts could be supplemented or coordinated differently.

Mayor Malkani highlighted the need to clarify the scope of community outreach and education, distinguishing between City-led efforts and those by FSMO and Firewise, and whether this scope has evolved since SSTOC’s formation in 2021.

Vice Mayor Iverson agreed and added that if Council remands the initiative to SSTOC, clear direction should be provided regarding whether the evaluation should be objective or structured to meet specific parameters. She stressed leveraging funds strategically to access additional grants, build sustainable organizational capacity, and integrate communications effectively. She emphasized the importance of maintaining a partnership approach, where FSMO collaborates with neighborhoods, MOFD, and City resources to ensure compliance with FSMO laws and maximize the impact of funding and outreach.

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City Manager Smith said she has received direction, stating it sounds like there be money spent in Orinda, there might be some openness to having the SSTOC think about the work they are doing around community education now and whether some of that could be shifted or partnered with FSMO to help do some of that work since they have boots on the ground and are in people’s neighborhoods and in yards, so they have more opportunities to connect with those people than perhaps the City does.

She said the City has a $1,000 incentive program now. The way Mr. Evans describes this is a minimum of 5 homes getting involved and essentially getting an average of $2,000 per home. So, they are looking at the program the City is currently offering and maybe bumping it up a bit and trying to do it at a bigger neighborhood scale which is where the Council would like to see the activity going where there is partnering in neighborhoods to help manage fuels.

She thinks the Vice Mayor summarized many of the comments well, but prioritizing the very high fire severity zones as part of the parameters. She knows the Mayor has been meeting with the Mayors of Lafayette and Moraga about community education. So, maybe as part of these meetings the Mayor can talk about possibly partnering and supporting that aspect of FSMO to help with that outreach and education, even if they are not prepared on the incentives side.

She noted that MOFD offers incentives in the form of home hardening materials. They budget money every year to do that, so if they are working on home hardening and we are working on fuel mitigation, maybe this is a good partnership even if they are unable to come up with additional funds for this. She hears that the Council wants to hear back from SSTOC about how they can gain greater efficiency in the work they are doing and the work FSMO is looking to expand into. So, this is a good intersect for SSTOC to be at and to talk about the work that needs to be done, and she can help figure out how to get that work done.

Councilmember Gee said she would also want staff and the SSTOC to look at creating a pilot program and looking at a graduated process of how much funding the City offer up. Maybe they do not start at the top $400,000 but build it up so they are seeing results and it makes easier sense to agree it is successful and to continue to prioritize it.

Mayor Malkani added to the partnership, stating they should also determine if it makes sense to look at evacuation routes and fire modeling, and using the full range of tools they collectively have. She concluded the item and thanked Mr. Evans.

City Manager Smith confirmed she has direction to bring this matter to the SSTOC and to include a number of pieces of feedback from the Council.

I. COUNCILMEMBER REPORTS – Councilmember Hoxie stated she enjoyed National Night Out and thanked the Police Chief and first responders. She also enjoyed the City Ho Down event and thanked staff for working on the efforts and including the Council.

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Attachment: City Council Minutes of August 19, 2025 (3701 : Minutes Approval) Orinda City Council Minutes Page 12 of 13 08.19.25
Mayor Malkani said in terms of looking at a regional approach, Moraga and Lafayette Mayors were interested in meeting monthly now so not only the TriCity Council meetings occur twice a year, but in addition, they have been meeting and there are many great ideas. Most discussions focus on evacuation, emergency preparedness, and wildfire prevention, and it has been very useful.

Another discussion focused on e-bikes and there is State legislation around this.

Senator Grayson is interested and has asked to informally provide input which they have, and she can obtain the information sent to all Councilmembers.

Councilmember Hoxie said she attended a Chamber of Commerce meeting last Monday and they are working hard and talking about a Restaurant Week this fall and a Shop Local campaign for the holidays.

Mayor Malkani reported the Chamber held a Coffee with the Police Chief and one Coffee with the Mayor and will be scheduling another.

J. CITY MANAGER’S REPORT – City Manager Smith reminded Wildcat Canyon’s Slope Repair is under construction which started last week and will be on-going through December.

The updated Plant Guide is out so residents can get the latest version on the City’s website. The City is doing some limited printing of that and will make it available for sale.

She noted that the Council meeting on September 16th Council which was initially going to be the Housing Element night for rezoning needed to be moved to September 30th and that there was a possibility that the September 16th meeting would be canceled
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Attachment: City Council Minutes of August 19, 2025 (3701 : Minutes Approval) Orinda City Council Minutes Page 13 of 13 08.19.25
K. MATTERS INITIATED – None.

L. CLOSED SESSION

1. OPEN SESSION IDENTIFICATION of Closed Session Matters

2. PUBLIC COMMENTS of Closed Session Matters – None.

3. CLOSED SESSION

4. REPORT OUT OF CLOSED SESSION
a. CONFERENCE WITH LABOR NEGOTIATORS
Pursuant to Government Code Section 54957.6, conference with the City’s designated labor negotiators (Mayor Malkani and Vice Mayor Iverson), City Attorney.

M. ADJOURNMENT
The Regular Meeting was adjourned at approximately 9:00 p.m. with no Closed Session Announcement to the City Council Meeting on Tuesday, September 2, 2025 at 7:00 p.m.
______________________________________
Sheri Marie Smith, City Clerk
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Attachment: City Council Minutes of August 19, 2025 (3701 : Minutes Approval) City Council
Staff Report
Agenda Item: F.2
Date: September 2, 2025
Department: Administration
AGENDA TITLE: Shute Mihaly & Weinberger Hourly Rate Increase RECOMMENDATION:

Approve the rate increase for Shute Mihaly & Weinberger for City Attorney services.

BACKGROUND:

The City Council approved a Legal Retainer Agreement with Shute, Mihaly & Weinberger, LLP (SMW Law) on November 14, 2006, for the provision of City Attorney Services with Osa Wolff serving as the City’s primary City Attorney. Osa, now a partner in the firm, has served the City since that time.

As stated in that Agreement, the Firm’s hourly rates are subject to reasonable increases that would be reviewed and updated on an annual basis.

At its June 17, 2025 meeting, the City Council selected Mayor Malkani and Vice Mayor Iverson as labor negotiators to work on the compensation proposal from SMW Law.

DISCUSSION:

Consistent with past practice, a letter was submitted on July 17, 2025, which proposes a four percent increase for all services provided by SMW Law, effective July 1, 2025, and a four percent increase effective July 1, 2026.

This rate adjustment will increase the current Partner non-litigation hourly rate, most commonly used for City Attorney services, from $345/hour to $359/hour in the first year and from $359/hour to $374/hour in year two.

FISCAL IMPACT:

The impact of the four percent annual increase for the next two years will depend on the total number of hours spent by the City. The adopted Fiscal Year 2025-26 Budget for City Attorney services include $355,000 for General Legal Services and $60,000 for litigation. Provided the number of hours of service provided in the current year is like actual hours incurred in Fiscal Year 2024-2025, the current budget should be adequate to accommodate the increased cost without a change in the budget. In addition, there is $60,000 budgeted specifically for long-term Planning support (General Plan Update, Housing implementation), and $5,000 for Measure R support.

In addition, the City budgets for billed legal services, which are reimbursable expenses, These rates are billed separately from those identified in this agreement.

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ATTACHMENTS:

A. Shute Mihaly & Weinberger Rate Increase Letter (2025 and 2026) Respectfully Submitted by:

Linda Smith
City Manager
Prepared By: Linda Smith, City Manager
Approved by:

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396 HAYES STREET, SAN FRANCISCO, CA 94102
T: (415) 552-7272 F: (415) 552-5816
www.smwlaw.com
OSA L. WOLFF
Attorney
[email protected]
July 17, 2025
Mayor Malkani
Vice Mayor Iverson
City of Orinda
22 Orinda Way
Orinda, CA 94563
Re: SMW Rate Increase
Dear Mayor & Vice Mayor:

It has been a great privilege and pleasure to provide City Attorney services to the City of Orinda since 2006. Consistent with our past practice, my firm is proposing modest rate increases to address our increased costs of doing business. As always, I will work to keep City Attorney billings well within the budgeted amounts.

Hourly Rates Effective July 1, 20251
Timekeeper Non-Litigation Litigation Reimbursement2
Partner $359 $396 $475
Of Counsel $325 $368 $455
Associate III $309 $337 $440
Associate II $288 $304 $420
Associate I $244 $270 $400
Planner $252 $266 $400
Assoc. Planner $216 $230 $350
Paralegal $151 $165 $305
Law Clerk $93 $109 $240
1 These 2025 non-litigation and litigation rates are 4% higher than current rates. The “6 Monthly Meetings” referenced in the 2006 retainer will be billed at the “Non-Litigation” rate going forward. 2 Per the 2006 retainer, this “Reimbursement” rate will apply only when my firm represents the City in matters for which the City has a reimbursement agreement with a developer (e.g., Wilder matter and other major projects).

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Attachment: Shute Mihaly & Weinberger Rate Increase Letter (2025 and 2026) (3700 : Shute Mihaly & Weinberger Rate Increase for Fiscal Years SMW Rate Increase
July 17, 2025

Page 2 ends

Hourly Rates Effective July 1, 20263
Timekeeper Non-Litigation Litigation Reimbursement
Partner $374 $412 $494
Of Counsel $338 $383 $458
Associate III $322 $351 $437
Associate II $299 $316 $416
Associate I $254 $280 $416
Planner $262 $277 $364
Assoc. Planner $225 $239 $317
Paralegal $157 $171 $364
Law Clerk $97 $113 $250
The rates noted will be effective July 1, which means the City will first see the new rates on the bills we send out in August. Please let me know if you have any questions or concerns.

Very truly yours,

SHUTE, MIHALY & WEINBERGER LLP
Osa L. Wolff
1955114.1
3 These 2026 rates are 4% higher than the 2025 rates shown above.

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Attachment: Shute Mihaly & Weinberger Rate Increase Letter (2025 and 2026) (3700 : Shute Mihaly & Weinberger Rate Increase for Fiscal Years City Council
Staff Report
Agenda Item: F.3
Date: September 2, 2025
Department: City Clerk
AGENDA TITLE: Laserfiche Document Imaging System Acquisition and Implementation
RECOMMENDATION:

BACKGROUND:

The City of Orinda manages a substantial volume of both paper and electronic records across multiple departments. The decentralized and largely manual nature of this system has led to:
• Time-consuming document retrieval,
• Inconsistent file organization, and
• Delays in responding to internal staff and public information requests.

As part of the City’s ongoing commitment to transparency, operational efficiency, and compliance with state records retention requirements, Staff identified the need for a modern, centralized, and automated document management solution.

Laserfiche is a leading public-sector platform used by cities, counties, and special districts for secure document digitization, automated workflows, retention compliance, and public access. MCCi is the authorized provider of Laserfiche software and services under the Omnia Partners cooperative purchasing agreement, which enables the City to procure these services without a formal bid process while ensuring competitive, government-standard pricing.

DISCUSSION:

Adopting the Laserfiche platform will transform the City’s records management practices by providing:
• Increased Efficiency: Advanced search capabilities, Optical Character Recognition (OCR), and document version control will reduce time spent locating records and eliminate duplication.

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• Improved Compliance & Transparency: Automated retention schedules, audit trails, and secure access controls will strengthen compliance with public records laws while facilitating timely responses to records requests. • Better Service to the Public: The platform supports online public access portals, enabling residents to obtain documents quickly, without utilizing staff resources. • Future Scalability: The solution can expand across all departments, integrating with existing systems to streamline permitting, contracts, and financial workflows.

The initial implementation phase will prioritize the City Clerk’s Office, which manages the largest volume of City records, before expanding to other departments as training and configuration progresses.

The first-phase software licensing and implementation services total $61,549. Ongoing licensing and support service costs of $18,571 annually which will be incorporated into future operating budgets.

Shortly after the initial phase, the Staff would begin implementation in other departments. Additional phases will include:
• Addendum No. 2: Development of Accounts Payable and Contract Management workflows ($24,570, all one-time).
• Addendum No. 3: Integration of the Planning Department’s Cloud Permit software with Laserfiche for seamless retention and retrieval of property and permit records ($7,722, all one-time).

Because the MCCi agreement is available through a cooperative purchasing contract, this acquisition qualifies as an exception to the City’s competitive bidding requirement under Orinda Municipal Code Section 2.55.100. Staff has reviewed the contract and confirmed that the pricing is favorable and consistent with comparable public agency procurements.

The investment in Laserfiche will deliver significant long-term value by:
• Automating routine tasks such as filing, approvals, and record retention will reduce manual workloads and allow Staff to focus on higher-value work. • Lowering paper, printing, and storage expenses while minimizing the risk of misplaced or lost records.
• Reducing legal exposure related to records retention and disclosure by securing storage, controlling access, and creating full audit trails. • Supporting the City’s strategic priorities through improved service delivery, strengthened transparency, and sustainable, cost-effective technologies.

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Staff recommends proceeding with MCCi as the City’s implementation partner to ensure continuity, expert support, and successful deployment.

FISCAL IMPACT:

The total cost associated with this agreement is $94,051. Approval of Budget Change Form #004-26 will appropriate funding from the Information Systems Internal Service Fund (Fund #600). Fund #600 has sufficient available resources to accommodate the appropriation. Annual recurring costs for licensing and maintenance, estimated at $18,571, will be included in future operating budgets.

ATTACHMENTS:

A. MCCi, LLC - Master Service Agreement No. 23068
B. Addendum 1 to Master Service Agreement - Initial Subscription and Implementation C. Addendum 2 to MSA - Accounts Payable and Contract Management D. Addendum 3 to MSA - Permit Integration
E. Budget Change Form #004-26
Respectfully Submitted by:

Sheri Smith
City Clerk
Prepared By: Sheri Smith, City Clerk
Approved by:

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MASTER SERVICES AGREEMENT NO. 23068
Last updated: August 2024 MCCI MSA Page 1 of 7
This Master Services Agreement No. 23068 (this "Agreement") is effective on date of last signature (“Effective Date”) and is made by and between MCCi, LLC, a Florida limited liability company, with its principal office located at 3717 Apalachee Parkway, Suite 201, Tallahassee, FL 32311 (“Company") and Client (defined herein). Company and Client may each be referred to individually herein as a “Party” or collectively as the “Parties”.

The terms “Client” in this Agreement shall also include Client’s “Affiliates,” defined as a legal entity that directly or indirectly controls, is controlled by, or is under common control with the applicable Party. It is agreed that Client’s Affiliates who are a party to the applicable Order (defined below) shall enjoy the same rights, benefits and obligations set forth in this Agreement as are applicable to Client.

As used in this Agreement, “Company” means the Company Affiliate providing the Services (defined below) to the Client in the applicable Order.

The Parties hereto intending to be legally bound hereby, agree as follows:

1. Scope of Service
Company and Client may develop and enter into one or more sales orders, attached hereto or incorporated by reference, incorporating a description of the specific goods and/or services requested by Client and agreed to be performed or otherwise provided by Company (and as modified in writing by the Parties, each an “Order”). Company will provide to Client those goods and/or services described as its obligation in the Order (collectively, the “Services”). If applicable, each Order will also describe items specifically required to be delivered by Company to Client (each a “Deliverable”), and the acceptance criteria, if any, for each of the Deliverables. Further, each Order will set forth, among other things, tasks to be performed by the Parties and roles and responsibilities of each Party. Each Order shall specifically identify this Agreement and indicate that it is subject to the terms hereof. Unless provided to the contrary in the applicable Order, to the extent there are any conflicts or inconsistencies between this Agreement and any Order or Client purchase order, except in regard to Sections 2 or 3 herein, the provisions of this Agreement shall govern and control. Use of pre-printed forms, including, but not limited to email, purchase orders, shrink-wrap or click-wrap agreements, except those that may appear in the appliable Order, acknowledgements or invoices, is for convenience only and all pre-printed terms and conditions stated thereon, except as specifically set forth in this Agreement, are void and of no effect. No amendment or modification to this Agreement will be valid unless set forth in writing and formally approved by authorized representatives of both parties. To the extent that there are any conflicts or inconsistencies between this Agreement and any Client-entered third-party government purchasing agreement (“Purchasing Vehicle”), the provisions of the Purchasing Vehicle shall govern and control.

No change order, notice, direction, authorization, notification or request (each a “Change Order”) will be binding upon Client or Company, nor will such Change Order be the basis for any claim for additional compensation by Company, until Client and Company have agreed in writing to the same.

Each Company Affiliate will only be liable for those obligations expressly set forth in the applicable Order to which it is a party and the applicable Affiliate will invoice client for the same. In no event will a Company Affiliate be liable for any of the obligations or liabilities of any other Company Affiliate pursuant to this Agreement.

2. Fees
Client shall pay to Company the fees and other compensation and or reimbursement set forth in each Order. The Client acknowledges that it may incur expenses as associated with non-refundable items (e.g., airline tickets, training/install charges, hotel reservations, rental cars, and the like), in the event that (i) Client cancels or reschedules performance, after Company has made the applicable arrangements; or (ii) If Client is not prepared upon Company’s arrival, which results in cancellation, delays, and/or the need to reperform any Deliverables.

3. Invoicing and Payment
Unless otherwise stated in an Order, Company will invoice Client for all fees, charges and reimbursable expenses on a monthly basis and upon completion of each Order.

Client agrees to pay all undisputed invoices and undisputed portions of a disputed invoice in full within thirty (30) days from the date of each invoice. Failure to pay invoices by the due date, unless Company has been informed by said due date that an invoice is being contested and the reason therefor, may result in the imposition of interest charges to the extent allowable by law as well as any associated legal and collection fees incurred.

In all events, Client shall be liable for full payment for Services and/or Deliverables and reimbursement of Company's expenses incurred through the effective date of termination. If Client cancels or suspends an Order, pursuant to this Agreement and only if allowed hereunder, between completed milestones, Company will invoice Client for a pro-rated share of the completed portion of each milestone(s) for Deliverables performed through the date of such termination or delay. If Services are resumed or Deliverables continued, Company will recommence invoicing per the applicable Order.

To the extent that Client is not exempt and/or has not communicated its tax status to Company, Client further agrees to pay amounts equal to any federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by Client to Company under this Agreement or any other Agreement between the Parties, exclusive of taxes based on Company’s net income or net worth. Client understands and accepts that any pricing set forth in an Order does not include such taxes.

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Attachment: MCCi, LLC - Master Service Agreement No. 23068 (3687 : Laserfiche Document Imaging System) Last updated: August 2024 MCCI MSA Page 2 of 7
All recurring software maintenance support, subscriptions and/or other service packages (“Recurring Services”) will automatically renew unless Client has
(a) terminated the Agreement and/or applicable Order, per Section 4; (b) provided sixty (60) days written notice prior to the scheduled renewal date of the Recurring Services; or (c) not paid in full the renewal invoice within 45 days after scheduled renewal date of the Recurring Services, the Order (and/or applicable addendum) will systematically terminate, but may be reinstated if/when the Client pays the renewal invoice in full (including any applicable reinstatement fees);
Once payment has been received, no refunds for Recurring Services are available.

4. Term and Termination
This Agreement will commence on the Effective Date and will be effective for the longer of (i) a one (1) year period or (ii) the term of the original Order and will renew automatically for one (1) year periods and continue in full force and effect, unless terminated by either Party as set forth below. Notwithstanding the foregoing, if at any point an Order, Recurring Services, or similar underlying work document be active, then the terms of this Agreement shall govern the Order or similar underlying work document until termination or expiration of the same. Termination of this Agreement or any Order hereunder may occur upon any of the following:
(a) Thirty (30) days after a Party’s receipt of written notice from the other Party that this Agreement or the Services, in whole or in part under an Order, shall be terminated; or
(b) Thirty (30) days after a Party notifies the other in writing that they are in breach or default of this Agreement, unless the breaching Party cures such breach or default within such thirty (30) day period; or (c) Fifteen (15) days after the filing of a petition in bankruptcy by or against either Party, any insolvency of a Party, any appointment of a receiver for such Party, or any assignment for the benefit of such Party’s creditors (a “Bankruptcy Event”), unless such Party cures such Bankruptcy Event within the fifteen (15) day period; or
(d) If Client is a city, county, or other government entity the following applies: If Client’s governing body fails to appropriate sufficient funds to make payments due and to become due during Client’s next fiscal period, Client may, subject to the terms herein, terminate the applicable Order as of the last day of the fiscal period for which appropriations were received (each an “Event of Non-appropriation”). Client agrees to deliver notice of an Event of Non-appropriation to Company at least 30 days prior to the end of Client’s then-current fiscal period, or if an Event of Non-appropriation has not occurred by that date, promptly upon the occurrence of any such Event of Non-appropriation. If this Agreement is terminated following an Event of Non-appropriation, Client agrees (but only to the extent permitted by applicable law) that, for a period of one (1) year from the effective date of such termination, Client shall not purchase or otherwise acquire any technology performing functions similar to those performed by the Recurring Services from a third party.

5. Working Arrangements
All Services shall be performed remotely, unless otherwise agreed to by the Parties.

Client will ensure that all Client’s personnel, vendors, and/or subcontractors who may be necessary or appropriate for the successful performance of the Services and/or delivery of a Deliverable will, on reasonable notice: (i) be available to assist Company Personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as reasonably necessary for performance under an Order; and (iii) be available to assist Company with any other activities or tasks required to complete the Services in accordance with the Order.

6. Company Personnel
Neither Company nor its Personnel (defined below) are or shall be deemed to be employees of Client but instead are independent contractors to Client. Company shall be responsible for the compensation of its Personnel, in addition to any applicable employment taxes, workmen's compensation and any other taxes, insurance or provisions associated with the engagement of such Personnel.

In addition, Company shall be responsible for all acts or omissions of its Personnel.

Company may utilize independent subcontractors in satisfying its obligations under this Agreement (collectively with Company employees “Personnel”). Company remains responsible for all acts and omissions of all Personnel.

Upon receipt of notice from Client that any Company Personnel is not suitable, Company shall remove such person from the performance of Services and will provide a qualified replacement as quickly as reasonably possible.

Unless a particular Company Personnel member has been identified as a key resource to the relevant Order, Company at its sole discretion may reassign, if and as necessary, other appropriately qualified Company Personnel to the relevant Order as long as such assignment will not affect Company’s fee for the Services defined or ability to satisfy its Deliverables.

Neither Party is a legal representative of the other nor does a Party have the authority, either express or implied, to bind or obligate the other in any way.

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Attachment: MCCi, LLC - Master Service Agreement No. 23068 (3687 : Laserfiche Document Imaging System) Last updated: August 2024 MCCI MSA Page 3 of 7

7. Non-Solicitation
To the extent permitted by law, during the term of this Agreement and for a period of twelve (12) months thereafter, neither Party shall knowingly (i) induce or attempt to induce any then-current employee or independent contractor of the other Party to terminate his or her employment or other relationship with the non-soliciting Party or (ii) solicit or hire any former employee or independent contractor that had been employed or engaged by the non-soliciting Party during the previous twelve (12) months. Notwithstanding the foregoing, either Party may solicit for employment, offer employment to, employ, or engage as a consultant or advisor, any of the other Party’s personnel who: (i) had no previous direct contact with the soliciting Party’s personnel in connection with, and during the performance of, the Services hereunder, or (ii) have responded to a general, publicly-available advertisement for employment by the hiring Party (including its Affiliates), or (iii) make unsolicited approaches or inquiries to such Party (including its Affiliates) regarding employment opportunities. The current engaging Party, in its sole discretion, may waive this provision in writing for an individual. Except for government entities, In consideration for such waiver, the soliciting Party agrees to pay a placement fee equal to fifty (50) percent of such person’s new total annual compensation. This placement fee shall be due immediately upon such person’s commencement of services.

8. Confidential Information
The Parties acknowledge that in the course of Company providing Services for Client hereunder, each may receive Confidential Information (as defined below) of the other Party. Any and all Confidential Information in any form or media obtained by a Recipient (defined below) shall be held in confidence and shall not be copied, reproduced, or disclosed to third parties for any purpose whatsoever except as necessary in connection with the performance hereunder. Each Recipient further acknowledges that it shall not use such Confidential Information for any purposes other than in connection with the activities contemplated by this Agreement. All consultants assigned by Company to Client will sign appropriate forms of confidentiality agreements on or prior to their start date. “Confidential Information” means any and all confidential information of a Party disclosed to the other Party, including, but not limited to, research, development, proprietary software, technical information, techniques, know-how, trade secrets, processes, clients, employees, consultants, pricing information and financial and business information, plans and systems. Confidential Information shall not include information which: (i) was known to the Party receiving the information (the “Recipient”) prior to the time of disclosure by the other Party (the “Disclosing Party”); (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of this Agreement or other wrongful act by the Recipient; (iii) was lawfully received by Recipient from a third party without any obligation of confidentiality; or (iv) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority.

The obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years thereafter.

9. Intellectual Property
Unless otherwise specified in any Order, or subject to a third-party license agreement, title to all materials, Services, and/or Deliverables, including, but not limited to, reports, designs, programs, specifications, documentation, manuals, visual aids, and any other materials developed and/or prepared for Client by Company under any Order, to the extent that the same are custom and unique in application to Client, (whether or not such Order is completed) (“Works”), and all interest therein shall vest in Client and shall be deemed to be a work made for hire and made in the course of the Services rendered hereunder. Company shall retain a non-exclusive, royalty-free, world-wide, perpetual license to use, sell, modify, distribute, and create derivative works based upon any of the foregoing Works in its information technology professional services business, provided that in so doing Company shall not use or disclose any Client Confidential Information or Deliverables custom and unique to Client. To the extent that title to any such Works may not, by operation of law, vest in Client or such Works may not be considered works made for hire, all rights, title and interest therein are hereby irrevocably assigned to Client. All such Works shall belong exclusively to Client, except as set forth herein, with Client having the right to obtain and to hold in its own name, copyrights, registrations, or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Company agrees to give Client and any person designated by Client, reasonable assistance, at Client's expense, required to perfect the rights defined in this Section 9. Unless otherwise requested by Client, upon the completion of the Services to be performed under each Order or upon the earlier termination of such Order, Company shall promptly turn over to Client all Works and Deliverables developed pursuant to such Order, including, but not limited to, working papers, narrative descriptions, reports, and data.

Notwithstanding the foregoing, the following shall not constitute the property of Client: (i) Company software, including but not limited to any proprietary code (source and object), or that which is subject to third-party license agreements with Company and/or Client; (ii) those portions of the Deliverables which include information in the public domain or which are generic ideas, concepts, know-how and techniques within the computer design, support and consulting business generally; and (iii) those portions of the Deliverables which contain the computer consulting knowledge, techniques, tools, routines and sub-routines, utilities, know-how, methodologies and information which Company had prior to or acquired during the performance of its Services for Client and which do not contain any Confidential Information of Client conveyed to Company.

Should Company, in performing any Services hereunder, use any computer program, code, or other materials developed by it independently of the Services provided hereunder (“Pre-existing Work”), Company shall retain any and all rights in such Pre-existing Work. Company hereby grants Client a paid up, royalty free, world-wide, non-exclusive license to use outputs generated by the Company software and Pre-existing Work for its internal business needs for the term of each applicable Order.

Client understands and agrees that Company may perform similar services for third Parties using the same Personnel that Company may use for rendering Services for Client hereunder, subject to Company’s obligations respecting Client’s Confidential Information pursuant to Section 8.

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Attachment: MCCi, LLC - Master Service Agreement No. 23068 (3687 : Laserfiche Document Imaging System) Last updated: August 2024 MCCI MSA Page 4 of 7

10. Data Privacy
In the event that Company, in the course of providing Services to Client, receives, stores, maintains, processes or otherwise has access to “Personal Information” (as defined by the State Data Protection Laws (defined below) and/or European Union Directives, and including, but not limited to, an individual’s name and social security number, driver’s license number or financial number) then Company shall safeguard this information in accordance with these laws. Company may disclose Personal Information and other Client provided information for business purposes only on a need-to-know basis and only to (i) Company Personnel, (ii) any third-party service providers that have agreed to safeguard Personal Information and other Client provided information in a like manner as Company safeguards such information, and (iii) with other entities authorized to have access to such information under applicable law or regulation. Company may disclose Personal Information when necessary to protect its rights and property, to enforce its terms of use and legal agreements, as required or permitted by law, or at the request of law enforcement authorities and the courts, and pursuant to a subpoena. Company shall have no duty to notify Client of such compliance with law. Company takes reasonable and appropriate measures to maintain the confidentiality and security of Personal Information and to prevent its unauthorized use or disclosure.

To the extent that Company experiences a Security Breach as defined under the applicable State Data Protection Laws for information generated in connection with this Agreement or any Order hereto, Company shall notify Client in writing within five (5) business days of confirming the same.

11. Warranty
(a) General Representation and Warranty.

Client represents and warrants that it shall have all rights and licenses, including, without limitation those related to data, software and the like, of third parties, necessary or appropriate for Company to access or use such data and/or third-party products and agrees to produce evidence of such rights and licenses upon the reasonable request of Company. (b) Services Warranty.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, THE APPLICABLE EXHIBITS AND/OR ORDERS, COMPANY DOES NOT MAKE OR GIVE

ANY REPRESENTATION OR WARRANTY, WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY

WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION OR WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE.
(c) General Warranty.

Company shall perform the Services in compliance with all applicable federal and state laws and regulations and industry codes, including but not limited to (i) federal and state anti-kickback laws and regulations, (ii) federal and state securities laws, meaning that Company agrees that Client may be a publicly traded company and Company shall instruct Company Personnel that federal and state securities laws prohibit the purchase, sale, or pledge of Client stock while in possession of any material, non-public information, (iii) the Foreign Corrupt Practices Act of 1977, (iv) federal and state privacy and data protection laws, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act (collectively, “State Data Protection Laws”), and (v) Company also represents that it uses E-Verify to verify the work authorization of all newly hired employees.

12. Indemnification and Limitation of Liability
(a) Indemnification.

To the extent caused by Company, Company shall indemnify, defend, and hold Client harmless against any loss, damage, or costs (including reasonable attorneys' fees) in connection with third party claims, demands, suits, or proceedings ("Claims") for bodily injury or tangible property damage arising out of Company’s performance within the scope of its responsibilities under this Agreement or by a third-party alleging that the use of any Deliverable (expressly excluding third party software and/or cloud host provider) as provided to Client under this Agreement or any Order hereto and used in accordance with this Agreement and relevant documentation, infringes any third party’s intellectual property rights perfected in the United States. Notwithstanding the foregoing, Company shall not be required to indemnify Client to the extent the alleged infringement: (i) is based on information or requirements furnished by Client, (ii) is the result of a modification made by an entity other than Company, or (iii) arises from use of a Deliverable in combination with any other product or service not provided or approved in writing by Company. If Client is enjoined from using the Deliverable or Company reasonably believes that Client will be enjoined, Company shall have the right, at its sole option, to obtain for Client the right to continue use of the Deliverable or to replace or modify the same so that it is no longer infringing. If neither of the foregoing options is reasonably available to Company, then this Agreement may be terminated at either Party’s option, and Company’s sole liability shall be subject to the limitation of liability provided in this Section. (b) Indemnification Procedure.

Client shall give Company (i) prompt written notice of the Claim; (ii) sole control of the defense and settlement of the Claim (provided that Company may not settle any Claim unless it unconditionally releases Client of all liability and does not otherwise negatively impact Client’s rights, including, without limitation, those in its intellectual property); and (iii) at Company's cost, all reasonable assistance. (c) Limitation of Liability.

Except for a breach of intellectual property rights, a third party’s end user and/or terms of use agreement, and to the extent caused by the applicable Party:
(i) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT

LIMITATION, LOST REVENUES, PROFITS, SAVINGS OR BUSINESS) OR LOSS OF RECORDS OR DATA, WHETHER OR NOT THE POSSIBILITY OF SUCH

DAMAGES HAS BEEN DISCLOSED TO SUCH PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY, AND WHETHER IN AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE.

EXCEPT FOR A PARTY’S PAYMENT OBLIGATIONS; (ii) EACH PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES, OR OTHER F.3.a
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LIABILITY ARISING OUT OF, OR CONNECTED WITH, THIS AGREEMENT, THE SERVICES, DELIVERABLES AND/OR SOFTWARE PROVIDED HEREUNDER OR CLIENT’S USE OF ANY SUCH SERVICES, DELIVERABLES, AND/OR SOFTWARE, AND WHETHER BASED UPON CONTRACT, WARRANTY, STRICT

LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, SHALL IN NO CASE EXCEED THE AGGREGATE AMOUNTS PAID TO COMPANY BY CLIENT UNDER THE APPLICABLE ORDER, GIVING RISE TO SUCH CLAIM DURING THE LAST TWELVE (12) MONTHS. THIS

LIMITATION OF LIABILITY SHALL APPLY TO ALL AGREEMENTS BETWEEN THE PARTIES, REGARDLESS OF WHETHER EXECUTED PRIOR TO OR SUBSEQUENT TO THIS AGREEMENT.

EACH PARTY'S ENTIRE LIABILITY AND CLIENT'S REMEDIES UNDER THIS AGREEMENT SHALL BE SUBJECT TO THE LIMITATIONS CONTAINED IN THIS SECTION . THE LIMITATIONS ON WARRANTY AND LIABILITY SPECIFIED IN SECTIONS 11 AND 12 HEREOF WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

The Parties acknowledge that the limitation of warranties and liabilities as set out in this Agreement are an essential basis of this Agreement and that the prices agreed to be paid by Client for Services reflect these limitations.

13. Insurance
During the term of this Agreement, Company shall carry, at its sole expense, insurance coverage to include at a minimum the following:
• Workers Compensation: State statutory limits and $1,000,000 employers’ liability • Comprehensive General Liability: $2,000,000 per occurrence and $4,000,000 in the aggregate • Professional Liability and Errors & Omissions: $1,000,000 per occurrence and $3,000,000 in the aggregate • Cyber and Technical Errors and Omissions: $3,000,000 in the aggregate Company, at Client’s request, will name Client as an additional insured under the Comprehensive General Liability policy. Company represents that Client is automatically included as an additional insured under the Errors and Omissions and Cyber and Technical Errors and Omissions policies for vicarious liability, but no modified certificate of insurance will be provided.

14. Notices
All notices, demands, and other communications required or permitted hereunder or in connection herewith shall be in writing and shall be deemed to have been duly given if delivered (including by receipt verified electronic transmission) or five (5) business days after mailed in the Continental United States by first class mail, postage prepaid, to a Party at the following address, or to such other address as such Party may hereafter specify by notice:

If to Company
MCCi, LLC
3717 Apalachee Parkway
Suite 201
Tallahassee, FL 32311
Attn: Legal Department
Email: [email protected]
If to Client:

City of Orinda
26 Orinda Way
Orinda, CA 94563
Attn : Douglas Alessio
Email : [email protected]

15. Miscellaneous
(a) Third-Party EULA (End User License Agreement) Provisions.

Client acknowledges that they are responsible for adhering to any third-party End User License Agreements, acceptable use policies, and/or terms and conditions or similar requirements (“EULA”), whether supplied by Company as a convenience or not, for any products procured on behalf of Client by Company and Company shall not be responsible for such products except related services provided directly by Company
(b) Use of Open-Source Code.

Except as disclosed in the Order, Company does not distribute nor otherwise use any open-source or similar software in a manner that would obligate Company to disclose, license, make available or distribute any of its material proprietary source code as a condition of such use. For purposes of this Agreement, “Open Source” shall mean any software or other Intellectual Property that is distributed or made available as “open-source software” or “free software” or is otherwise publicly distributed or made generally available in source code or equivalent form under terms that permit modification and redistribution of such software or Intellectual Property. Open Source includes, but may not be limited to, software that is licensed under the GNU General Public License, GNU Lesser General Public License, Mozilla License, Common Public License, Apache License, or BSD License, as well as all other similar “public” licenses. (c) Client Software Customizations.

Client may choose to customize their software internally without Company’s help. Company is not responsible for any damages caused by Client’s customization of the software. Company will not be held responsible for correcting any problems that may occur from these customizations.
(d) Company Software Configuration Services.

Client may elect to contract with Company to configure Client’s software. In these situations, Client acknowledges they are responsible for testing all software configurations and as such, waives any and all liability to Company for any damages that could be related to these software configurations.

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(e) Compliance with Laws.

To the extent applicable to the Parties each Party shall comply with and give all notices required by all applicable federal, state, and local laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on use of the Services, Deliverables and/or software and the performance of this Agreement.
(f) Equal Opportunity.

To the extent applicable to the Parties each shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a), and the posting requirements of 29 CFR Part 471, appendix A to subpart A, if applicable. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. (g) Excluded Parties List.

To the extent required by law and applicable to Client, Company agrees to promptly report to Client if an employee or contractor is listed by a federal agency as debarred, excluded or otherwise ineligible for participation in federally funded health care programs. (h) Boycotts.

Company is not engaged in and will not engage in a boycott prohibited under United States and/or applicable State laws. (i) E-Verify
Company uses E-Verify to verify the work authorization of all newly hired employees. (j) Force Majeure.

If either of the Parties hereto are delayed or prevented from fulfilling any of its obligations under this Agreement by force majeure, said Parties shall not be liable under this Agreement for said delay or failure. “Force Majeure” means any cause beyond the reasonable control of a Party including, but not limited to, an act of God, an act or omission of civil or military authorities of a state or nation, epidemic, pandemic, fire, strike, flood, riot, war, delay of transportation, or inability due to the aforementioned causes to obtain necessary labor, materials or facilities.
(k) Audit Rights.

With reasonable notice and at a convenient location, Client will have the right to audit Company’s records to verify the accuracy of invoicing to Client.

In addition, should any of Client’s regulators legally require access to audit the Services, Company will, to the extent legally required by such regulators, provide access for the same. All results of such audits shall be Company Confidential Information.

Client shall bear all costs associated with audits.
(l) Assignment.

Neither Party may assign or otherwise transfer any of its rights, duties, or obligations under this Agreement without the prior written consent of the other Party. Either Party, however, without any requirement for prior consent by the other, may assign this Agreement and its rights hereunder to any entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets, or business of such Party, if the succeeding entity agrees in writing to assume and be bound by all of the obligations of such Party under this Agreement. This Agreement shall be binding upon and accrue to the benefit of the Parties hereto and their respective successors and permitted assignees.
(m) Modification.

This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both Parties. (n) Provisions Severable.

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be severed from this Agreement and the remaining provisions will continue in full force. (o) Dispute Resolution.

Should a dispute arise between Company and Client involving their respective responsibilities, limitations, or the working relations between the Parties under this Agreement or any Order, then the Parties will make reasonable efforts to amicably resolve the dispute. Prior to entering arbitration as set forth below, the Parties agree that any dispute will initially be referred to their senior management for resolution within ten (10) business days of receipt of notice specifying and asking for the intervention of the Parties’ superiors. If the dispute is still unresolved after such ten (10) business day period, the Parties agree, at the written request of either Party, to submit the dispute to a single arbitrator for resolution by binding arbitration under the rules of the American Arbitration Association, and that any award of the arbitrator shall be enforceable under any court having jurisdiction thereof. In any such action, the Parties will bear their own costs and will share equally in the costs and fees assessed by the American Arbitration Association for its services. (p) Interpretation.

The descriptive headings of this Agreement and of any Order under this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement. As used herein, “include” and its derivatives (including, “e.g.”) shall be deemed to mean “including but not limited to.” Each Party acknowledges that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisers participated in the preparation of this Agreement. (q) Publicity.

Company may use the name of Client, the existence of this Agreement and the nature of the associated services provided herein for marketing purposes, except that such use shall not include any Client Confidential Information as defined in Section 8 of this Agreement. (r) Entire Agreement.

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This Agreement and all Order(s) attached hereto constitute the complete and exclusive statement of the agreement between the Parties and supersedes all proposals, oral or written, and all other prior or contemporaneous communications between the Parties relating to the subject matter herein.
(s) Counterparts.

This Agreement may be executed in several counterparts, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the Parties with the same effect as if all the signatures were upon the same instrument. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature (including portable document format) by either of the Parties and the receiving Party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received.
(t) Governing Law.

This Agreement, any claim dispute or controversy hereunder (a “Dispute”) will be governed by (i) the laws of the State of Florida, or (ii) if Client is a city, county, municipality or other governmental entity, the law of state where Client is located, in all cases without regard to its conflicts of law. The UN Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. In any Dispute, each Party will bear its own attorneys’ fees and costs and expressly waives any statutory right to attorneys’ fees. (u) Survival.

Sections 2 (Fees), 3 (Invoicing and Payment), 6 (Company Personnel), 7 (Non-solicitation), 8 (Confidential Information), 9 (Intellectual Property), 10 (Data Privacy), 11 (Warranty), 12 (Indemnification and Limitation of Liability), 14 (Notices), 15 (Miscellaneous), and all other terms that by their context are intended to survive, whether in or under this Agreement, shall survive termination or expiration of this Agreement. (v) Bench Trial.

The Parties agree to waive, to the maximum extent permitted by law, any right to a jury trial with respect to any Dispute. (w) No Class Actions.

NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST EACH OTHER, SUCH PARTY’S PROVIDERS, AND/OR CLIENTS, OR PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. (x) Limitation Period.

Neither Party shall be liable for any claim brought more than two (2) years after the cause of action for such claim first arose.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the Effective Date.

MCCi, LLC CITY OF ORINDA (“Client”)
Signed: __________________________ Signed: ___________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ 26 ORINDA WAY
ORINDA, CA 94563
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Attachment: MCCi, LLC - Master Service Agreement No. 23068 (3687 : Laserfiche Document Imaging System) ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 23068

INITIAL LASERFICHE ORDER
Pursuant to Master Services Agreement No. 23068 ("Agreement"):

This Initial Laserfiche Order, designated as Addendum No. 1 (this “Addendum” or “Order”), is entered into as of _________________, (“Addendum Effective Date”), by and between MCCi and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision of the Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. This Order supersedes any previous quotes or proposals received. Use of pre-printed forms, including, but not limited to, email, purchase orders, shrink-wrap or click-wrap agreements, acknowledgements, or invoices, is for convenience only, and all unilaterally issued and/or pre-printed terms and conditions stated thereon, except as specifically set forth in this Addendum, are void and of no effect.

IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 1 to be executed by their respective duly authorized representatives as of the Addendum Effective Date.

MCCi, LLC CITY OF ORINDA (“Client”)
Signed: __________________________ Signed: ___________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ F.3.b
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PRICING: LASERFICHE
3717 Apalachee Parkway, Suite 201
Tallahassee, FL 32311
850.701.0725
850.564.7496 fax
Bill/Ship to: Sheri Smith
[email protected]
cc AP Contact: [email protected]
Client Name: City of Orinda Quote Date: August 11, 2025 Client Address: 26 Orinda Way, Orinda, CA 94563
Quote Number: 37447
Quote Type: Net New
Product Description: Qty. Unit Cost
OMNIA –
NCPA 01-162
Annual Total

LASERFICHE CLOUD ANNUAL SUBSCRIPTION - BASIC
 Laserfiche Cloud Professional User Subscription (5-49 Users)
10 $830.00 $805.10 $8,051.00
 Laserfiche Cloud Participant User Subscription (10-199 Users)
10 $120.00 $116.40 $1,164.00
 Laserfiche Cloud Quick Fields Complete with Agent
Subscription (10-Pack)
1 Included* Included* Included*
 Laserfiche Cloud Direct Share, Up to 200MB 1 Included* Included* Included*  Laserfiche Cloud Starter Audit Trail Subscription 1 Included* Included* Included*  Laserfiche Cloud Advanced Audit Trail Subscription 1 $2,875.00 $2,788.75 $2,788.75  LF Cloud Public Portal Subscription (Up to 1k
Views/Mo.)
1 $600.00 $582.00 $582.00
Laserfiche Annual Recurring Subscription Subtotal $12,585.75 MCCi SUPPLEMENTAL SUPPORT SERVICES SUBSCRIPTION
 MCCi Process Administration Support Services for
Laserfiche (MPASS)
1 $3,780.00 $3,780.00 $3,780.00
Client needs are estimated based on the current
components provided herein: up to 20 hours that will
expire at the end of your renewal term.
 MCCi's Learning Management System (LMS) for
Laserfiche Cloud (10-24 Users)
1 $1,620.00 $1,620.00 $1,620.00
 MCCi SLA for Laserfiche (5-10 Users) 1 $650.00 $585.00 $585.00 MCCi Supplemental Support Services Annual Recurring Subscription Subtotal $5,985.00 GRAND TOTAL - RECURRING ANNUAL SUPPORT/SUBSCRIPTION $18,570.75 F.3.b
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Service Description: Qty. Unit Cost
OMNIA –
NCPA 01-162
Total
MCCi PROFESSIONAL SERVICES - STATEMENT OF WORK
 Laserfiche Implementation Project - LF Cloud
Professional
Please see detailed Exhibit A: Statement of Work
(SOW).
1 $45,240.00 $42,978.00 $42,978.00
Professional Services Subtotal 1 $42,978.00
GRAND TOTAL - ONE-TIME SERVICES $42,978.00
TOTAL LASERFICHE PROJECT COST $61,548.75
Beginning on October 1, 2025, Laserfiche will implement a 5% price increase across all its platforms. This change will affect the pricing of perpetual software licenses, modules, annual support, and subscription products. *Products shown as “Included” will be implemented and configured ONLY if the applicable services are included in this order, or product(s) can be implemented and configured at a later date with the purchase of the applicable service package(s).

All Quotes Expire 30 Days from Quote Date
This is NOT an invoice. Please use this confirmation to initiate Client’s purchasing process.

RECURRING SERVICES
The Recurring Services portion of this Order will be based on the pricing at the time of renewal. It will systematically renew unless written notice of termination has been provided per the master agreement. In the event that a manufacturer increases its prices for recurring annual services, the increase will be passed along to the Client. No more than once per year, MCCi may adjust its recurring annual services to coincide with current U.S. inflation rates; any increase will not exceed the cumulative increase in the Consumer Price Index (CPI) occurring since the last price increase. Please note that if you subscribe to volume-based solutions, additional user licenses may increase the cost of those items at the time of your next annual renewal.

SALES TAX
Sales tax will be invoiced where applicable and is not included in the fee quote above.

REMOTE SERVICES
All services will be performed remotely unless noted otherwise. All Services pricing assumes the Client will grant MCCi secure unattended access.
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PRODUCT ORDER TERMS
MCCi will process Product Orders as follows:

Product/Service Description Timing of Product Order
All Software/Solutions,
Recurring Annual
Support/Subscription, and
Supplemental Support Services
Post Project Kick-Off
The act of MCCi processing orders determines the start date of annual Recurring Service periods. Establishment of start dates for 3rd party manufacturer products are subject to each manufacturer’s current policy.

BILLING TERMS
MCCi will invoice Client as follows:

Product/Service Description Timing of Billing
All Software/Solutions,
Recurring Annual
Support/Subscription, and
Supplemental Support Services
▪ Initial Sale: Upon delivery of software or activation of the subscription ▪ Annual Renewal: 75 days in advance of expiration date Professional Services:

Statement of Work
Defined in Statement of Work
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SUPPLEMENTAL SUPPORT PACKAGES
As Client’s first-tier solution provider, MCCi provides multiple options for technical support. Client’s annual renewal covers application break/fix support, version downloads, and continued educational resources. MCCi offers supplemental support packages to cover remote training, basic configuration services, and maintenance of existing business processes. MCCi’s Managed Support Services (MMSS) or Process Administration Support Services (MPASS & MPASS2) packages are strongly encouraged to be included with every renewal. Supplemental Support Packages are annual subscriptions and pricing is based on the package purchased and an advanced discounted block of hours, which expire on the same date as Client’s annual renewal. MMSS pricing for the advanced block of hours is based on MCCi’s Support Technician II hourly rate discounted by 10%. MPASS and MPASS2 pricing for the advanced block of hours is based on MCCi’s Application Support Analyst hourly rate discounted by 10%.

LASERFICHE
+ Client’s Support/Subscription Renewal includes these benefits, regardless of whether a supplemental package is purchased. * Excludes the development of new integrations, large-scale development projects, and SQL queries. Excludes maintenance of custom-built integrations, or any item not purchased from MCCi.
** Hours: MCCi allows clients to use their hours for a multitude of services, if a request will not start a service that cannot be completed with the hours available. None of the packages listed above are intended to be utilized to configure a new complex business process. In those instances, a separate SOW is required.

MCCi’s
Managed
Support
Services
MCCi’s
Process
Administration
Support Services
Description MMSS MPASS MPASS2
Easy access to MCCi’s team of Certified Technicians for application break/fix support issues (i.e., error codes, bug fixes, etc.)+ Remote access support through web conferencing service+ Access to product update version and hotfixes (Client Download)+ 24/7 access to the Laserfiche Support Site and Laserfiche Answers discussion forums+
Additional Remote Basic Training
Additional System Settings Consultation
Assistance with Implementation of Version Updates
Annual Review (upon Client’s request) of Administration Settings Priority Offering of Laserfiche CPPs & Laserfiche Empower Registration Scholarships
Configuration and maintenance of basic business processes and MCCi packaged solution utilizing Laserfiche Forms and Workflow Configuration of Laserfiche Quick Fields sessions
Basic Records Management Module Overview Training
Administration Configuration Services
Dedicated Certified Professional
Proactive recurring consultation calls upon the Client’s request Annual Review of business process configurations
Institutional Knowledge of Client’s Solution
Maintenance of MCCi/Client configured complex business processes Ability to schedule after-hours upgrades
Monday-Friday 8 am to 10 pm ET and Saturday-Sunday from 12 pm to 4 pm ET Basic JavaScript, CSS, and Calculations for Laserfiche Forms* F.3.b
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CLIENT RESPONSIBILITIES (All Packages)
▪ For self-hosted (applications hosted by Client) solutions: Configuring/maintaining backups and any general network, security, or operating system settings outside of Client’s solution. ▪ Managing application-level security.
▪ Managing and creating retention policies related to Records Management Module. ▪ Providing an IT contact (internal or third-party) for MCCi to work with as necessary. ▪ Providing remote access capabilities as needed. If the Client requests MCCi to have unattended access, the Client assumes all responsibility for the related session(s). The Client will work with MCCi to set up user profiles, user tags, etc. to allow desired security rights/access. ▪ Creating/providing process diagrams (and any other necessary paperwork/examples).

SUPPLEMENTAL SUPPORT PACKAGE DEFINITIONS

ADDITIONAL REMOTE TRAINING
Additional web-based training is conducted to train new users or as refresher training for existing users.

ADDITIONAL SYSTEM SETTINGS CONSULTATION
MCCi offers additional best practices consultation that includes recommendations for adding additional departments, additional types of indexing, etc.

REMOTE IMPLEMENTATION OF VERSION UPDATES
While Client’s renewal includes version updates, implementation of those updates is sometimes overlooked. With the addition of MMSS, MCCi is at Client’s service to directly assist with implementing software updates such as minor updates, quick fixes or point releases. Dependent on the complexity and the Client’s specific configurations, major software upgrades may or may not be covered and should be discussed with Client’s Account Management Team.

ANNUAL SYSTEM REVIEW & ANALYSIS
MCCi will access Client’s system to review how Client’s organization uses Client’s solution, to identify potential issues, and to make recommendations for better use of the system. This analysis may be performed annually and is an optional service that will be completed only if requested by the Client.

LASERFICHE CERTIFICATIONS
Priority offering of complimentary Laserfiche certifications, based on availability.

LASERFICHE CONFERENCE REGISTRATION
Priority offering of complimentary Laserfiche Empower registration, based on availability.

CONFIGURATION AND MAINTENANCE OF BASIC BUSINESS PROCESS Utilizing Laserfiche Forms and Workflow, MCCi will assist with the configuration and maintenance of basic business processes. A basic business process requires minimal configuration and virtually no institutional knowledge of the Client’s business process, allowing an MCCi Application Support Analyst to assist with configuration, support, and maintenance of the process. Examples include Filing Workflows, simple Forms, or approval/notification workflows that have few routing steps, no integration, and little to no database lookups.

MAINTENANCE OF MCCi PACKAGED SOLUTION: MCCi will assist with maintenance with a solution MCCi has created for a market that has a specific business process automation use.

CONFIGURATION OF LASERFICHE QUICK FIELDS SESSIONS
Using Client’s current Quick Fields modules, MCCi will configure Quick Fields sessions, excluding custom scripting, custom calculations, etc.

BASIC RECORDS MANAGEMENT MODULE OVERVIEW TRAINING
MCCi will provide refresher overview training of the records management module. Initial training cannot be performed under this support level.

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ADMINISTRATION CONFIGURATION SERVICES
MCCi will assist with administration configuration services, including setting up users, metadata, security, etc.

DEDICATED LASERFICHE CERTIFIED PROFESSIONAL
While on MCCi’s MMSS level, Client will have access to MCCi’s team of Certified Support Professionals; with MPASS and MPASS2, Client will have a representative dedicated to Client’s organization.

SCHEDULED RECURRING CONSULTATION CALLS
Upon Client’s request, Client’s MPASS representative will schedule recurring calls with Client to discuss Client’s current and upcoming projects. This helps us stay on the same page with Client and ensure tasks and project milestones are being completed.

ANNUAL REVIEW OF BUSINESS PROCESS CONFIGURATIONS
MCCi will review Client’s business processes to see how Client’s organization uses the solution, to identify potential issues, and to make recommendations for better use of the system. This analysis may be performed annually and is an optional service that will be completed only if requested by the Client.

INSTITUTIONAL KNOWLEDGE OF CLIENT SOLUTION
Turnover within Client’s organization can happen, and it is important to have a plan. Who will help Client’s new solution administrator get up to speed on Client’s processes and solutions in place? Leave that to us. MCCi documents Client’s specific organization’s usage and implemented business processes, integrations, etc., and can assist with the knowledge transfer to the new solution administrator if needed.

MAINTENANCE OF MCCI/CLIENT CONFIGURED COMPLEX BUSINESS PROCESSES The assigned representative can maintain MCCi- or Client-configured complex business processes. A complex business solution is a large business process with an extensive configuration that is mission-critical to the organization. For example, minor tweaks, updates due to upgrades, process improvements, etc. can be requested.

For creation of new complex Forms, Workflow, and Transparent Records Management configurations, please discuss a Business Process Configuration Service with Client’s Account Executive or Account Manager.

ABILITY TO SCHEDULE AFTER-HOURS UPGRADES
Avoid MCCi’s after-hours premium charge for upgrades. MPASS2 clients can schedule these anytime Monday-Friday from 8 am to 10 pm ET and Saturday and Sunday from 12 pm to 4 pm ET.

BASIC JAVASCRIPT, CSS AND CALCULATIONS FOR LASERFICHE FORMS Excludes complex scripting.

BASIC LASERFICHE WEBLINK/PUBLIC PORTAL CUSTOMIZATION
MCCi will help customize Client’s WebLink/Public Portal to meet Client’s needs.

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MCCI’S LEARNING MANAGEMENT SYSTEM (LMS) FOR LASERFICHE* MCCi LMS is a powerful resource to enhance your operations by viewing Laserfiche trainings and easily create custom videos tailored to your specific use cases. With MCCi LMS you’ll be able to:
▪ Learn how to use the Laserfiche solution with ever-increasing content of training videos ▪ Develop training materials specific to your agency’s workflows ▪ Streamline onboarding of new employees
▪ Improve knowledge sharing across your team
*The LMS subscription gate is based on Laserfiche user counts SERVICE LEVEL AGREEMENT (SLA)*
MCCi’s SLAs are offered as additional options to Client’s annual support/subscription. An SLA offers clients escalated response times depending on the severity of the support issue, as well as other additional benefits. The SLA documentation and pricing is readily available upon request. MCCi currently has two separate SLAs available:
▪ Infrastructure Hosting
▪ Application Support
▪ Client Self-Hosted
▪ Cloud Applications
*Full SLA document is available upon request
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MCCi ASSUMPTIONS

TECHNICAL SUPPORT
Clients may contact MCCi support via MCCi’s Online Support Center, email ([email protected]), or telephone 866-942-0464. Support is available Monday through Friday (excluding major holidays) from 8 am to 8 pm Eastern Time.

PROFESSIONAL SERVICES

CHANGE ORDER PROCESS
Any deviations from the contract will be documented in a Change Order that Client must execute.

CONFIGURATION ASSISTANCE
Many of MCCi’s packages list remote configuration assistance for up to a certain number of days. This is based on total days, not business days.

TRAVEL
MCCi will schedule travel in consecutive days for most engagements unless otherwise stated or agreed upon.

SCHEDULING
All rates are based on normal business hours, Monday through Friday from 8 am to 5 pm local time. If scheduling needs to occur after business hours, additional rates may apply.

RETURN POLICY
Any product returns are subject to the manufacturer’s return policy.

LIMITED LIABILITY
If the Master Agreement is silent on each party’s limited liability, or there exists no master agreement, except for breach of any intellectual property right, or end user terms of use, and/or license agreement, liability is limited to the amount of dollars received by MCCi directly associated with this Order in the twelve (12) months prior to the date of the Claim. If the applicable agreement provides for a limitation of liability, then such limitation applies to the greatest extent allowed.

MCCi also does not warrant any third-party products procured on behalf of Client. If there are any product warranties provided by the manufacturer of the product, any remedy should be requested directly from manufacturer and MCCi has no liability associated therewith.

PRE-EXISTING INTELLECTUAL PROPERTY (IP)
The following products noted below are deemed Pre-existing IP as defined in the Master Agreement and are not considered “Works Made for Hire” and as such all rights, title or interest remains with MCCi. Client shall retain a nonexclusive, royalty-free, world-wide, license to use the product(s) as such product(s) is integrated into the solution purchased from MCCi and for the term of the applicable subscription(s) by Client. ▪ Laserfiche PowerPack by MCCi
▪ Laserfiche EnerGov Integration by MCCi
▪ Laserfiche Neogov Integration by MCCi
▪ GoFiche Suite for Avante/Rio/Subscription
▪ Common Web Service API for Laserfiche
▪ GovBuilt software
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CLIENT SOLUTION CUSTOMIZATIONS
Client may also choose to customize their system internally without MCCi’s help. MCCi is not responsible for any damage caused by the user’s customization of the system not performed by MCCi. MCCi will not be held responsible for correcting any problems that may occur from these customizations. Routine updates as provided by software manufacturers may affect any customizations made by entities other than MCCi. If MCCi’s help is required to correct/update any customizations made by any entity other than MCCi, appropriate charges will apply.

CLIENT INFORMATION TECHNOLOGY ASSISTANCE
For MCCi to excel in providing the highest level of service, Client must provide timely access to technical resources.

Client must provide adequate technical support for all MCCi installation and support services. If Client does not have “in-house” technical support, it is Client’s responsibility to make available the appropriate Information Technology resources/consultant when needed.

FEES
Client acknowledges their pre-approval for any Order Expenses, defined below, quoted, and will reimburse Company for all reasonable out-of-pocket travel, living and other ancillary expenses paid or incurred by Company in connection with the Services (“Order Expenses”). If relevant, and provided to Company, Company will make commercially reasonable efforts to conform to Client’s expense policy. If a dispute occurs regarding Company’s invoicing of Order Expenses not in conformity with Client’s expense policy and greater than five (5) percent of a specific invoice, such dispute will be subject to investigation and correction; otherwise, Client agrees to reimburse Company for the full amount of expenses invoiced.

Client acknowledges that the price of the license and/or subscription for the use of a third-party licensed product is subject to increases during the term of the license and/or subscription or at the time of renewal. If Company is reselling a license and/or subscription of a third-party product to Client, then Company will provide Client at least 15 days prior to written notice (an email will be sufficient) of an increase in the price of the license and/or subscription.

If Client does not agree to pay such increase in the license and/or subscription, Client must provide written notice to Company within 15 days of the date of the notice of such increase. Upon receipt of such notice, Company will cancel Client’s license and/or subscription to the third-party licensed product.

In all events, Client shall be liable for full payment for Services and/or Deliverables and reimbursement of Company's expenses incurred through the effective date of termination. If Client cancels or suspends this Addendum, pursuant to the Agreement and only if allowed hereunder, between completed milestones, Company will invoice Client for a pro-rated share of the completed portion of each milestone(s) for Deliverables performed through the date of such termination or delay. If Services are resumed or Deliverables continued, Company will recommence invoicing as applicable.

WARRANTY
Company warrants that all Services shall be performed by personnel with relevant skill sets and familiarity with the applicable subject matter, in a professional, competent, and workman-like manner.

Company’s delivery of a Deliverable to Client shall constitute a representation by Company that it has conducted a review of the Deliverable and believes it meets the written specifications, if any, set forth in this Addendum. Client shall then have the right to conduct any review of the Deliverable as Client shall deem necessary or desirable. If Client, in its reasonable discretion, determines that any submitted Services or Deliverable does not meet the specifications, set forth in the hereunder, Client shall have five (5) business days after Company’s submission to give written notice to Company specifying the deficiencies in reasonable detail. Company shall use reasonable efforts to promptly cure any such deficiencies. After completing any such cure, Company shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted.

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COMPANY DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, PROVIDED THAT COMPANY SHALL REMAIN OBLIGATED PURSUANT TO THIS SECTION. IF THE SERVICES FAIL TO

CONFORM TO THE FOREGOING WARRANTY IN ANY MATERIAL RESPECT OR TO THE SPECIFICATION SET FORTH IN THIS ORDER, CLIENT’S INITIAL REMEDY WILL BE FOR COMPANY, AT ITS EXPENSE, TO PROMPTLY USE COMMERCIALLY REASONABLE EFFORTS TO CURE OR CORRECT SUCH FAILURE. UPON FAILURE OF THE FOREGOING, CLIENT’S REMEDIES, AND COMPANY’S ENTIRE LIABILITY, AS A RESULT OF SUCH FAILURE, SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THE MASTER SERVICES AGREEMENT. THE FOREGOING WARRANTY IS EXPRESSLY

CONDITIONED UPON (I) CLIENT PROVIDING COMPANY WITH PROMPT WRITTEN NOTICE OF ANY CLAIM THEREUNDER PRIOR TO THE EXPIRATION THEREOF, WHICH NOTICE MUST IDENTIFY WITH PARTICULARITY THE NON-CONFORMITY; (II) CLIENT’S FULL COOPERATION WITH COMPANY IN ALL REASONABLE RESPECTS RELATING THERETO, INCLUDING, IN THE CASE OF MODIFIED SOFTWARE, ASSISTING COMPANY TO LOCATE AND REPRODUCE THE NON-CONFORMITY;

AND (III) WITH RESPECT TO ANY DELIVERABLE, THE ABSENCE OF ANY ALTERATION OR OTHER MODIFICATION OF SUCH DELIVERABLE BY ANY PERSON OR ENTITY OTHER THAN COMPANY. COMPANY ALSO DOES NOT WARRANT ANY THIRDPARTY PRODUCTS PROCURED ON BEHALF OF CLIENT. IF THERE ARE ANY PRODUCT WARRANTIES PROVIDED BY THE

MANUFACTURER OF THE PRODUCT, ANY REMEDY SHOULD BE REQUESTED DIRECTLY FROM MANUFACTURER AND COMPANY HAS NO LIABILITY ASSOCIATED THEREWITH.

EXCEPT AS EXPRESSLY PROVIDED IN THIS ORDER OR THE AGREEMENT, COMPANY DOES NOT MAKE OR GIVE ANY

REPRESENTATION OR WARRANTY, WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR IMPLIED,

INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION OR WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE.

In the event that Client asserts any claim for warranty services hereunder and such claim relates to any matter that is mutually determined by the Parties not to be Company’s responsibility hereunder (including any problem with Client’s computer hardware or software that was not caused by any Services performed by Company), Client shall pay Company for all costs incurred for all evaluation, correction or other services performed by Company relating to such claim on a time and materials basis at Company’s then-standard rates. [remainder of page intentionally left blank]
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LASERFICHE CLOUD ASSUMPTIONS
The following assumptions are current as of the date of order. Manufacturer’s terms and conditions are subject to change.

REQUIREMENTS
Laserfiche Cloud is not recommended for clients with less than 10 mb/s download and upload speed. Client is responsible for ensuring they meet these requirements.

LASERFICHE CLOUD AGREEMENT
As part of Client’s account activation process, Laserfiche requires acceptance of the Laserfiche Cloud Agreement, which is made available by Laserfiche during the activation process, or can be supplied by MCCi upon request. ▪ By accepting this Order, Client acknowledges Laserfiche’s Cloud Agreement and agrees to abide by its terms and absolve MCCi of any Laserfiche Cloud product-related liability.

LASERFICHE SOFTWARE SUPPORT PLAN
MCCi acts as first-tier support and works with Laserfiche, who would provide second-tier level support when needed.

Laserfiche software support plans are bundled Laserfiche Cloud systems. All software support plans are on a yearly subscription basis and accompany the applicable software product designed, developed, created, written, owned, or licensed by Laserfiche. Laserfiche Cloud system subscribers are advised to export data from their Laserfiche system prior to cancellation or any other termination.

ACTIVE LASERFICHE SOFTWARE SUPPORT PLAN BENEFITS INCLUDE:
▪ Easy remote access to MCCi’s team of Laserfiche Gold Certified Support Technicians ▪ Continued access to Client’s Laserfiche solution

POLICIES
▪ Laserfiche Cloud subscriptions are annual, prepaid and non-refundable. ▪ The annual term start date for new systems is established by Laserfiche at the time MCCi submits an order to Laserfiche on Client’s behalf. This is not contingent upon a completed implementation. ▪ For expansion purchases, the applicable service period is prorated to match Client’s existing or future service period, which is dependent on Laserfiche’s then current policy and the timing of the expansion order vs. the Client’s annual service period renewal date (i.e. prorating for less than 4 months may not be permittable due to the timing of renewal invoicing.)

LATE PAYMENTS
▪ If payment is not received before Client’s renewal date, Client’s Laserfiche software support plan expires.

Please allow up to five (5) business days after receipt of payment for MCCi to process renewal payment to Laserfiche.
▪ Impact of Expiration:
▪ Client will be able to access MCCi Support Technicians for 30 days post expiration. However, if there are support issues that require Laserfiche involvement, these issues cannot be resolved until Client’s support is renewed.
▪ Access to Client’s Laserfiche Cloud solution will be deactivated after 30 days (or based on Laserfiche’s then current policy).
▪ Cloud products cancelled 30+ days before the renewal date will not be charged a cancellation fee.

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▪ Cloud products cancelled 1 – 30 days before or on the renewal date will be charged a 10% cancellation fee based on the total annual Laserfiche Cloud subscription cost. ▪ Cloud products cancelled 1 – 30 days after the renewal date will be charged a 50% cancellation fee based on the total annual Laserfiche Cloud subscription cost.
▪ Cloud products cancelled 30+ days after the renewal date are nonrefundable. ▪ Subscribers are advised to export data from their Laserfiche system prior to cancellation or any other termination.

Cloud Renewal Cancellation Timeframe Cancellation Fee
30+ days before the renewal date No Fee
1-30 days before or on the renewal date 10% Cancellation Fee 1-30 days after the renewal date 50% Cancellation Fee
30+ days after the renewal date Non-Refundable

OVERAGE FEES FOR DATA STORAGE/BANDWIDTH
If additional data storage or bandwidth is needed mid-term, additional charges will apply. MCCi recommends reviewing this annually and pre-purchasing any additional storage/bandwidth based on anticipated needs.

DATA RESTORATION SERVICES
On an exception basis and subject to written approval from Laserfiche, Client may receive assistance to restore data which it may have lost as a result of its own actions. Additional fees may apply.

LASERFICHE SOLUTION PROVIDER OF RECORD
As Client’s current Solution Provider of Record, Laserfiche’s policy dictates that MCCi is the only Laserfiche Solution Provider that has access to Client’s support account, along with the ability to process subscription renewals and initiate additional purchases on Client’s behalf. Unless Client decides to cancel Client’s contract with MCCi or work with Laserfiche to formally change Client’s Laserfiche Solution Provider of Record, future purchases and subscription renewals will be processed and provided by MCCi.
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Exhibit A: Statement of Work
City of Orinda
Laserfiche Implementation Project - LF Cloud Professional Prepared By:

Pete Herschelman
Date:

August 14, 2025
(877) 790-1600
www.ecsimaging.com
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Scope of Work
Professional Services and Licensing
Refer to quote for cost details.

Solution Requirements
This implementation consists of the following:
(INS.03) New Laserfiche Cloud Configuration
Includes initial setup of the new Cloud account and initial user configuration for repository access to a new repository.
(REP.06) Basic Repository Consulting and Configuration with Auto-File Workflow (1 Dept / Division / Team)
Includes 1 group (dept/division/team) with up to 3 Laserfiche Templates total. Includes 1 consulting session, 1 demo, design, and configuration for folder structures, general document naming convention, templates and fields, security and permissions best practices. Includes the creation of a workflow to process new documents brought into an incoming folder to its final folder in the repository. 2 rounds of revisions included. Organization is required to have existing business critical procedures documented to reference during consulting sessions.

NOTE: 6 department implementation. Department to include: (1) Clerk + City Manager, (2) HR, (3) Finance, (4) Parks & Recreation, (5) Planning, (6) Public Works. Configuration includes up to 3 templates per department.
(BPM.60) Retention - Workflow (Complex)
Includes 3 consultation sessions to review the retention schedule, 100 unique retention schedules or less, building a workflow to run automatically that notifies appropriate staff via email regarding documents eligible for destruction and documents nearing destruction, building a workflow with approval routing for disposition. Includes 2 rounds of revisions. (TRN.07) Business Process Training
Includes one training session, including preparation time, focused on business process specific training related to your tailored solution. Content includes business process specific features, functions, and standard best practices. Estimated duration of training: 1 hour.

NOTE: Training for Retention Management
(TRN.04) Administration Training
Includes one training session, including preparation time, focusing on administrative features, their operations, and the recommended best practices for managing them. Estimated duration of training: 2 hours.
(TRN.08) Custom Training
Includes one training session, including preparation time, focused on customized training session material selected by your organization. Estimated duration of training: 1 hour.

NOTE: New User Training - Search and Retrieval and Import and Capture (Include Drag and Drop for Mass Import Overview)
(SOF.08) Import Agent (Per Instance)
Includes installation of 1 instance and basic configuration only.

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(TRN.10) New Module Add On Training
Includes 2 training sessions, including preparation time, focused on software module specifics. Estimate two 1 hour sessions. Also, includes configuration of an import session(s) up to 3 hours. (BPM.51) Public Portal Configuration (Cloud) - Custom
Includes 1 consulting session to determine search forms, folder access, and the organizations color scheme and logo requirements. Includes configuration and customization of customer Public Portal landing page with Photoshop customizations and utilizing Laserfiche Forms to mimic the look of SelfHosted Public Portal columns. Includes 2 rounds of revisions. (PSM.04) Project Status Meetings (Enterprise)
Includes 32, 30-minute project status meetings organized and facilitated by the project manager with the solutions engineer.
(PSM.07) Project Management and Process Documentation
Includes project team time to provide mandatory meetings such as requirements gathering and demo meetings, and mandatory project documentation such as Scope and Requirements, Business Requirements Document, Testing Instructions and a Process Flowchart.

Project Management Methodology
Our scope of services includes a dedicated team consisting of a project manager overseeing standard project tasks, certified technical engineers to develop the solutions, and your customer success consultant ensuring success throughout the implementation. Additionally, our executive team oversees all projects from a high level to provide leadership and insights throughout the project. The following outlines the MCCi methodology for implementation and is based on PMBOK guidelines published by the Project Management Institute.

Step I: Requirements Analysis - Gather and confirm project oriented requirements.

Step 2: Planning - Define the formal work plan, checkpoints and milestones for the project.

Step 3: Design - Design every aspect of the system in a design specification document.

Step 4: Build - Build the solution according to the design specification.

Step 5: Test - Test and validate the solution for functionality, performance and design, according to the specification.

Step 6: Revise - Revise the solution per testing results and conform to design specification.

Step 7: Rollout - Launch the solution, supported with communication, training, specific documentation, and post go-live 30 day project support.

Customer - Specific Tasks and Responsibilities
For every implementation, there will be organization specific tasks and responsibilities necessary to complete this project. These tasks and responsibilities (where applicable) include but are not limited to:
◼ Provide appropriate hardware per MCCi recommendations for the Laserfiche environment (Selfhosted only) ◼ Provide VPN (unattended) or remote access (attended access) to the organization’s local Laserfiche environment
⚫ Laserfiche application server(s)
 Includes test environment(s), public facing DMZ server(s) ⚫ SQL server(s) (Laserfiche instance)
⚫ Laserfiche repository and volume location(s)
⚫ Source servers for database lookups, conversions, migrations ⚫ Development workstation(s) (Conversions/migrations only) F.3.b
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◼ Provide network login credentials (AD account)
◼ Set login credentials to expire after the completion of the project ◼ Provide necessary SSL Certificates for web servers (for Web Client and WebLink Public Portal) ◼ Identify the primary contact for issues with login credentials ◼ Provide timely responses (within 3 business days) to communication requests from MCCi for business process requirements, solution revisions, solution testing, and solution sign off.

Project Duration
The total project duration is dependent on several factors including but not limited to resource availability, any delays in requirements, hardware limitations, scheduling, and other factors from both MCCi and the Client. The project duration will be assessed at the time of the project kickoff meeting in conjunction with the needs assessment and the development of the detailed project plan.

Solution Revisions
Unless separate requirements are defined prior to the start of this implementation, this project includes two (2) revision rounds for each business process. Typical revision rounds include:
◼ Revisions to the business process solution that require a reassessment of the business process function itself (i.e., Adding a new approval branch to a routing workflow) ◼ Revisions to the business process solution that require a functional change in how the solution is designed (i.e., Modifying a LF form with JavaScript to satisfy custom formatting) Items Out of Scope
The scope of this project does not include the following:
◼ MCCi acquisition of server or workstation hardware
◼ Costs associated with troubleshooting OS or hardware issues related to the workstations or servers ◼ Resolving any issues not related to Laserfiche, including but not limited to Windows permissions, network permissions, network hardware, server or client hardware, or other 3rd party infrastructure hardware or software
◼ Resolving issues caused by unauthorized changes made by Client staff on the MCCi-built solution(s) in active development. Client agrees to seek and receive approval by the Client and MCCi Imaging project team stakeholders prior to any changes to an MCCi-built solution until handoff of the solution to the Client has been completed.
◼ Any services not explicitly defined in the statement of services *Any items out of scope will be considered as separate labor from the services agreed upon for this project and may require additional approval and review before proceeding. The project’s primary requirements take precedence over any additional items requested that are out of scope to maintain the project timeline and ensure deliverable expectations are met.

Project Go-Live Support
Unless separate terms are defined prior to the start of this implementation, this project has a standard go-live support period of 30 calendar days from the time the project solution goes live in production*.

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*Live in production is defined by the following:
◼ All emails are sent to the live process users / approvers. ◼ All processes are pointed to production folders.
◼ All testing data has been removed.
◼ All processes are in the production environment.

Payment Milestones
Professional Services
Unless separate terms are defined prior to the start of this implementation, paid professional services projects are billed 75% at project initiation with remaining services billed per milestone.

SOW Assumptions
The following assumptions serve as the basis for this SOW. Any service or activity not described in this SOW is not included in the Scope of services to be provided. Variations to the following may impact the SOW’s cost and/or schedule justifying a Change Order (defined below).

Deliverable Acceptance Criteria
MCCi‘s completion of a Deliverable to Client shall constitute that MCCi has conducted its own review and believes it meets Client’s requirements. Client shall then have the right to conduct its own review of the Deliverable as Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have five (5) business days after MCCi’s submission to give written notice to MCCi specifying the deficiencies in reasonable detail. MCCi shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, MCCi shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted.

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◼ Any additional software licensing needs related to this service/process configuration have not been considered or included as part of this SOW. Client is responsible for ensuring that the required software licensing is available.
◼ If the Services require MCCi to access or use any third party software products provided or used, Client warrants that it shall have all rights and licenses of third parties necessary or appropriate for MCCi to access or use such third party products and agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi and to indemnify, hold harmless and defend MCCi from and against any claims, actions, demands, lawsuits, damages, liabilities, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) to the extent arising from MCCi’s access to or use of such third party products.
◼ Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a Change Order for time spent by MCCi on retraining, reeducating, or changes in direction.
◼ Client will ensure that all Client’s personnel who may be necessary or appropriate for the successful performance of the Services will, on reasonable notice: (i) be available to assist MCCi’ personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as reasonably necessary for performance under this SOW; and (iii) be available to assist MCCi with any other activities or tasks required to complete the Services in accordance with this SOW. ◼ The Post-Implementation Configuration Assistance is intended to incur no more than 10 hours over a 10-business-day period. This assistance is intended to aid in transitioning Client to MCCi Support. ◼ All Services pricing assumes the Client will grant MCCi unattended access to the required infrastructure for the project. Unattended access requires the following:
◼ Either a VPN connection with proper credentials or installation of on-demand remote access software utilized by MCCi.
◼ Connections that can be made by an assigned MCCi Project Team without intervention from the Client from the hours of 8:00 AM ET to 8:00 PM ET.
◼ A Windows Domain account assigned exclusively to the assigned MCCi Project Team, with passwords provided, that has administrative access to all infrastructure being serviced for purposes of the project.
◼ A Windows Domain account, and complete access to that account including the password, for the service account to be used with any installed software products. ◼ Failure to provide this access will result in a Change Order increasing the cost to Client and timeline of the project.
◼ Projects enter “On-Hold” status when (i) Client requests a delay in starting a new project, or (ii) Client is unresponsive for more than 15 business days during an active project. On-Hold status will remain until a new project start date is mutually agreed upon, or until Closed. MCCi may elect to Close the project due to project remaining On-Hold for more than 35 business days. ◼ Projects that are Closed prior to completion, will be billed for any progress made to date and the MCCi project team will no longer be assigned to the project. Billing for progress made to date is based on the number of hours worked or the estimated percentage of the project that has been completed, whichever is greater. Subsequently, a new order is required to restart a Closed project, and to have new MCCi project resources assigned.
◼ Client will provide a single point of contact responsible for coordinating communications and scheduling amongst Client stakeholders.
◼ MCCi will conduct a project kickoff call with Client to set objectives and review systems/processes used.
◼ Google Chrome or Chrome Microsoft Edge is installed on all Laserfiche servers. ◼ TLS 1.2 is configured on all Laserfiche servers.

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◼ Firewall ports will be opened for and unattended remote access on all necessary servers will be granted to MCCi.
◼ All services will be performed during standard business hours. ◼ MCCi will only provide recordings of trainings or meetings if requested in advance. Requested recordings will be available through the Training Center for Laserfiche. ◼ Client will acquire, install, and setup TLS certificates that meet application requirements. ◼ Purchase of Managed Cloud services may cover some of these assumptions/deliverables. ◼ Client will ensure previously agreed upon scheduled trainings are attended by their staff. For cancellations or rescheduling, the minimum notice period requirement to avoid penalties is 2 calendar weeks prior to the training date. Penalties: (i) Regardless of the notification time period, if the training was to be in person and MCCi has incurred non-refundable travel expenses, client will reimburse MCCi accordingly, and (ii) If client cancels or reschedules training within 7 calendar days and no less than 48 hours from the training date, the client will forfeit half of the allotted training time, or be assessed a fee equal to 50% of the training package purchased, or (ii) If the client cancels or reschedules the training within 48 hours of the training date, or is a no show on the training date, the training package purchased will be charged in full and forfeited by the client.

General Testing Definitions
◼ Alpha Testing – Defined as internal acceptance testing performed by the project team prior to releasing the product or configuration to the Client
◼ Basic Deployment Testing – Defined as testing to ensure that the crucial functions of the system are operating properly, and that the deployment is stable
◼ Beta Testing – Defined as the testing performed to verify functionality and fulfillment of user requirements
◼ User Acceptance Testing – Defined as testing performed by the Client’s users to verify and accept the implemented functionality or deployment
General Exclusions
◼ MCCi is not responsible for assigning an external URL for any web-based platform/software module.
◼ MCCi is not responsible for creating or maintaining backups, backup plans or recovery plans. ◼ MCCi is not responsible for creating training documentation. ◼ MCCi is not responsible for final testing including, but not limited to, configuration changes made by Client prior to system handoff.
◼ Except where specifically noted, no custom coding is included; configuration work is restricted to the capabilities associated with the out-of-the-box solution. ◼ MCCi is not responsible for anything not expressly included in this SOW.

Limited Liability
If the Master Agreement is silent on each party’s limited liability, or there exists no master agreement, except for breach of any intellectual property right, or end user terms of use, and/or license agreement, liability is limited to the amount of dollars received by MCCi directly associated with this Order in the six (6) months prior to the date of the Claim. If the applicable agreement provides for a limitation of liability, then such limitation applies to the greatest extent allowed.

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Installation
◼ Client shall be responsible for setting up, testing, configuring, and otherwise managing users and user group security, privileges, feature rights, and access rights. ◼ Client shall provide support for any API-related configurations and integrations being developed by its team or third parties.
◼ Client shall identify users participating in the business processes and ensure that appropriate user licensing has been acquired/assigned to them based on their role. ◼ MCCi’s technical team will be provided unattended remote access to Client’s applicable servers during the duration of the project outlined in this SOW.

Development
The MCCi Common Web Service for Laserfiche API (CWSAPI), if provided, is delivered “as-is”. MCCi may advise how to make functional calls to the web service. New functions or changes to existing functions are not included in the scope of this project. Use of the CWSAPI requires appropriate Laserfiche user licensing through named users or a Laserfiche keyed integrator license.

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(BPM.51) Public Portal Configuration (Cloud) - Custom
Includes 1 consulting session to determine search forms, folder access, and the organizations color scheme and logo requirements. Includes configuration and customization of customer Public Portal landing page with Photoshop customizations and utilizing Laserfiche Forms to mimic the look of SelfHosted Public Portal columns. Includes 2 rounds of revisions. (PSM.04) Project Status Meetings (Enterprise)
Includes 32, 30-minute project status meetings organized and facilitated by the project manager with the solutions engineer.
(PSM.07) Project Management and Process Documentation
Includes project team time to provide mandatory meetings such as requirements gathering and demo meetings, and mandatory project documentation such as Scope and Requirements, Business Requirements Document, Testing Instructions and a Process Flowchart.

Step I: Requirements Analysis - Gather and confirm project oriented requirements.

Step 2: Planning - Define the formal work plan, checkpoints and milestones for the project.

Step 3: Design - Design every aspect of the system in a design specification document.

Step 4: Build - Build the solution according to the design specification.

Step 5: Test - Test and validate the solution for functionality, performance and design, according to the specification.

Step 6: Revise - Revise the solution per testing results and conform to design specification.

Step 7: Rollout - Launch the solution, supported with communication, training, specific documentation, and post go-live 30 day project support.

Customer - Specific Tasks and Responsibilities
For every implementation, there will be organization specific tasks and responsibilities necessary to complete this project. These tasks and responsibilities (where applicable) include but are not limited to:
◼ Provide appropriate hardware per MCCi recommendations for the Laserfiche environment (Selfhosted only) ◼ Provide VPN (unattended) or remote access (attended access) to the organization’s local Laserfiche environment
⚫ Laserfiche application server(s)
 Includes test environment(s), public facing DMZ server(s) ⚫ SQL server(s) (Laserfiche instance)
⚫ Laserfiche repository and volume location(s)
⚫ Source servers for database lookups, conversions, migrations ⚫ Development workstation(s) (Conversions/migrations only) ◼ Provide network login credentials (AD account)
◼ Set login credentials to expire after the completion of the project F.3.b
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◼ Provide necessary SSL Certificates for web servers (for Web Client and WebLink Public Portal) ◼ Identify the primary contact for issues with login credentials ◼ Provide timely responses (within 3 business days) to communication requests from MCCi for business process requirements, solution revisions, solution testing, and solution sign off.

F.3.b
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◼ All processes are pointed to production folders.
◼ All testing data has been removed.
◼ All processes are in the production environment.

F.3.b
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◼ If the Services require MCCi to access or use any third party software products provided or used, Client warrants that it shall have all rights and licenses of third parties necessary or appropriate for MCCi to access or use such third party products and agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi and to indemnify, hold harmless and defend MCCi from and against any claims, actions, demands, lawsuits, damages, liabilities, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) to the extent arising from MCCi’s access to or use of such third party products.
◼ Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a Change Order for time spent by MCCi on retraining, reeducating, or changes in direction.
◼ Client will ensure that all Client’s personnel who may be necessary or appropriate for the successful performance of the Services will, on reasonable notice: (i) be available to assist MCCi’ personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as reasonably necessary for performance under this SOW; and (iii) be available to assist MCCi with any other activities or tasks required to complete the Services in accordance with this SOW. ◼ The Post-Implementation Configuration Assistance is intended to incur no more than 10 hours over a 10-business-day period. This assistance is intended to aid in transitioning Client to MCCi Support. ◼ All Services pricing assumes the Client will grant MCCi unattended access to the required infrastructure for the project. Unattended access requires the following:
◼ Either a VPN connection with proper credentials or installation of on-demand remote access software utilized by MCCi.
◼ Connections that can be made by an assigned MCCi Project Team without intervention from the Client from the hours of 8:00 AM ET to 8:00 PM ET.
◼ A Windows Domain account assigned exclusively to the assigned MCCi Project Team, with passwords provided, that has administrative access to all infrastructure being serviced for purposes of the project.
◼ A Windows Domain account, and complete access to that account including the password, for the service account to be used with any installed software products. ◼ Failure to provide this access will result in a Change Order increasing the cost to Client and timeline of the project.
◼ Projects enter “On-Hold” status when (i) Client requests a delay in starting a new project, or (ii) Client is unresponsive for more than 15 business days during an active project. On-Hold status will remain until a new project start date is mutually agreed upon, or until Closed. MCCi may elect to Close the project due to project remaining On-Hold for more than 35 business days. ◼ Projects that are Closed prior to completion, will be billed for any progress made to date and the MCCi project team will no longer be assigned to the project. Billing for progress made to date is based on the number of hours worked or the estimated percentage of the project that has been completed, whichever is greater. Subsequently, a new order is required to restart a Closed project, and to have new MCCi project resources assigned.
◼ Client will provide a single point of contact responsible for coordinating communications and scheduling amongst Client stakeholders.
◼ MCCi will conduct a project kickoff call with Client to set objectives and review systems/processes used.
◼ Google Chrome or Chrome Microsoft Edge is installed on all Laserfiche servers. ◼ TLS 1.2 is configured on all Laserfiche servers.
◼ Firewall ports will be opened for and unattended remote access on all necessary servers will be granted to MCCi.
◼ All services will be performed during standard business hours.

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◼ MCCi will only provide recordings of trainings or meetings if requested in advance. Requested recordings will be available through the Training Center for Laserfiche. ◼ Client will acquire, install, and setup TLS certificates that meet application requirements. ◼ Purchase of Managed Cloud services may cover some of these assumptions/deliverables. ◼ Client will ensure previously agreed upon scheduled trainings are attended by their staff. For cancellations or rescheduling, the minimum notice period requirement to avoid penalties is 2 calendar weeks prior to the training date. Penalties: (i) Regardless of the notification time period, if the training was to be in person and MCCi has incurred non-refundable travel expenses, client will reimburse MCCi accordingly, and (ii) If client cancels or reschedules training within 7 calendar days and no less than 48 hours from the training date, the client will forfeit half of the allotted training time, or be assessed a fee equal to 50% of the training package purchased, or (ii) If the client cancels or reschedules the training within 48 hours of the training date, or is a no show on the training date, the training package purchased will be charged in full and forfeited by the client.

Installation
◼ Client shall be responsible for setting up, testing, configuring, and otherwise managing users and user group security, privileges, feature rights, and access rights.

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◼ Client shall provide support for any API-related configurations and integrations being developed by its team or third parties.
◼ Client shall identify users participating in the business processes and ensure that appropriate user licensing has been acquired/assigned to them based on their role. ◼ MCCi’s technical team will be provided unattended remote access to Client’s applicable servers during the duration of the project outlined in this SOW.

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Attachment: Addendum 1 to Master Service Agreement - Initial Subscription and Implementation (3687 : Laserfiche Document Imaging System) ADDENDUM NO. 2 TO MASTER SERVICES AGREEMENT NO. 23068
MCCi SERVICES ORDER
Pursuant to Master Services Agreement No. 23068 ("Agreement"):

This MCCi Services Order, designated as Addendum No. 2 (this “Addendum” or “Order”), is entered into as of _________________, (“Addendum Effective Date”), by and between MCCi and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision of the Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. This Order supersedes any previous quotes or proposals received. Use of pre-printed forms, including, but not limited to, email, purchase orders, shrink-wrap or click-wrap agreements, acknowledgements, or invoices, is for convenience only, and all unilaterally issued and/or pre-printed terms and conditions stated thereon, except as specifically set forth in this Addendum, are void and of no effect.

IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 2 to be executed by their respective duly authorized representatives as of the Addendum Effective Date.

MCCi, LLC CITY OF ORINDA (“Client”)
Signed: __________________________ Signed: ___________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ F.3.c
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PRICING: MCCi SERVICES
3717 Apalachee Parkway, Suite 201
Tallahassee, FL 32311
850.701.0725
850.564.7496 fax
Bill to: Doug Alessio
[email protected]
Ship to: Doug Alessio
[email protected]
cc AP Contact: [email protected]
Client Name: City of Orinda Quote Date: August 28, 2025 Client Address: 26 Orinda Way, Orinda, CA 94563
Quote Number: 37633
Order Type: Services
Service Description: Qty. Unit Cost
OMNIA –
NCPA 01-162
Total
MCCi PROFESSIONAL SERVICES - STATEMENT OF WORK
 Laserfiche AP Invoice Form with Approval Process and
Contracts Management Workflow
Please see detailed Exhibit A: Statement of Work
(SOW).
1 $27,300.00 $25,935.00 $25,935.00
Professional Services Subtotal 1 $25,935.00
 Service Level Agreement Client Discount ($1,365.00) ($1,365.00) GRAND TOTAL - ONE-TIME SERVICES $24,570.00
TOTAL LASERFICHE PROJECT COST $24,570.00
All Quotes Expire 30 Days from Quote Date
This is NOT an invoice. Please use this confirmation to initiate Client’s purchasing process.

SALES TAX
Sales tax will be invoiced where applicable and is not included in the fee quote above.

REMOTE SERVICES
All services will be performed remotely unless noted otherwise. All Services pricing assumes the Client will grant MCCi secure unattended access.
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Attachment: Addendum 2 to MSA - Accounts Payable and Contract Management (3687 : Laserfiche Document Imaging System) Page
2 BILLING TERMS
MCCi will invoice Client as follows:

Product/Service Description Timing of Billing
Professional Services:

Statement of Work
Defined in Statement of Work
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MCCi ASSUMPTIONS

PROFESSIONAL SERVICES

CHANGE ORDER PROCESS
Any deviations from the contract will be documented in a Change Order that Client must execute.

CONFIGURATION ASSISTANCE
Many of MCCi’s packages list remote configuration assistance for up to a certain number of days. This is based on total days, not business days.

TRAVEL
MCCi will schedule travel in consecutive days for most engagements unless otherwise stated or agreed upon.

SCHEDULING
All rates are based on normal business hours, Monday through Friday from 8 am to 5 pm local time. If scheduling needs to occur after business hours, additional rates may apply.

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for correcting any problems that may occur from these customizations. Routine updates as provided by software manufacturers may affect any customizations made by entities other than MCCi. If MCCi’s help is required to correct/update any customizations made by any entity other than MCCi, appropriate charges will apply.

CLIENT INFORMATION TECHNOLOGY ASSISTANCE
For MCCi to excel in providing the highest level of service, Client must provide timely access to technical resources.

In all events, Client shall be liable for full payment for Services and/or Deliverables and reimbursement of Company's expenses incurred through the effective date of termination. If Client cancels or suspends this Addendum, pursuant to the Agreement and only if allowed hereunder, between completed milestones, Company will invoice Client for a pro-rated share of the completed portion of each milestone(s) for Deliverables performed through the date of such termination or delay. If Services are resumed or Deliverables continued, Company will recommence invoicing as applicable.

COMPANY DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, PROVIDED THAT COMPANY SHALL REMAIN OBLIGATED PURSUANT TO THIS SECTION. IF THE SERVICES FAIL TO

CONFORM TO THE FOREGOING WARRANTY IN ANY MATERIAL RESPECT OR TO THE SPECIFICATION SET FORTH IN THIS F.3.c
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ORDER, CLIENT’S INITIAL REMEDY WILL BE FOR COMPANY, AT ITS EXPENSE, TO PROMPTLY USE COMMERCIALLY REASONABLE EFFORTS TO CURE OR CORRECT SUCH FAILURE. UPON FAILURE OF THE FOREGOING, CLIENT’S REMEDIES, AND COMPANY’S ENTIRE LIABILITY, AS A RESULT OF SUCH FAILURE, SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THE MASTER SERVICES AGREEMENT. THE FOREGOING WARRANTY IS EXPRESSLY

MANUFACTURER OF THE PRODUCT, ANY REMEDY SHOULD BE REQUESTED DIRECTLY FROM MANUFACTURER AND COMPANY HAS NO LIABILITY ASSOCIATED THEREWITH.

EXCEPT AS EXPRESSLY PROVIDED IN THIS ORDER OR THE AGREEMENT, COMPANY DOES NOT MAKE OR GIVE ANY

REPRESENTATION OR WARRANTY, WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR IMPLIED,

INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION OR WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE.

In the event that Client asserts any claim for warranty services hereunder and such claim relates to any matter that is mutually determined by the Parties not to be Company’s responsibility hereunder (including any problem with Client’s computer hardware or software that was not caused by any Services performed by Company), Client shall pay Company for all costs incurred for all evaluation, correction or other services performed by Company relating to such claim on a time and materials basis at Company’s then-standard rates. [remainder of page intentionally left blank]
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Exhibit A: Statement of Work
City of Orinda
Laserfiche AP Invoice Form with Approval Process and Contracts Management Workflow
Prepared By:

Pete Herschelman
Date:

August 28, 2025
(877) 790-1600
Scope of Work
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Professional Services and Licensing
Refer to quote for cost details.

Solution Requirements
This implementation consists of the following:
(BPM.05) Accounts Payable Invoice Form with Approval Process (Complex) Includes a process configuration including: 1 Laserfiche Form, 1 Quick Fields session, and up to 2 database lookups (i.e. Vendor Name, GL Code) for an Accounts Payable Invoice process to automatically collect invoice data, routing for up to 5 step approval, and archive into Laserfiche repository. Includes up to 2 rounds of revisions.
(BPM.13) Contracts Management Workflow (Moderate)
The Contract Management System provides a templated platform to automate up to 4 stages (New Contract, Contract Renewal, Amendment, Contract Termination) of a contract lifecycle. This solution is built out into up to 5 main modules that require both Laserfiche Forms and Workflow: New Contract, Contract Renewal, Contract Termination, Evidence of Insurance, and Contract Compliance. The process is moved forward with actions taken by users in Laserfiche Forms, where Workflow performs supporting activities such as applying document versioning, assigning tasks when contracts are due for renewal, updating contract status as it moves through the process, generating automated notifications for key milestones, and archiving completed or terminated contracts. Includes up to 2 rounds of revisions. (PSM.03) Project Status Meetings (Complex)
Includes 16, 30-minute project status meetings organized and facilitated by the project manager with the solutions engineer.
(PSM.07) Project Management and Process Documentation
Includes project team time to provide mandatory meetings such as requirements gathering and demo meetings, and mandatory project documentation such as Scope and Requirements, Business Requirements Document, Testing Instructions and a Process Flowchart.

Step I: Requirements Analysis - Gather and confirm project oriented requirements.

Step 2: Planning - Define the formal work plan, checkpoints and milestones for the project.

Step 3: Design - Design every aspect of the system in a design specification document.

Step 4: Build - Build the solution according to the design specification.

Step 5: Test - Test and validate the solution for functionality, performance and design, according to the specification.

Step 6: Revise - Revise the solution per testing results and conform to design specification.

Step 7: Rollout - Launch the solution, supported with communication, training, specific documentation, and post go-live 30 day project support.

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Customer - Specific Tasks and Responsibilities
For every implementation, there will be organization specific tasks and responsibilities necessary to complete this project. These tasks and responsibilities (where applicable) include but are not limited to:
◼ Provide appropriate hardware per MCCi recommendations for the Laserfiche environment (Selfhosted only) ◼ Provide VPN (unattended) or remote access (attended access) to the organization’s local Laserfiche environment
⚫ Laserfiche application server(s)
 Includes test environment(s), public facing DMZ server(s) ⚫ SQL server(s) (Laserfiche instance)
⚫ Laserfiche repository and volume location(s)
⚫ Source servers for database lookups, conversions, migrations ⚫ Development workstation(s) (Conversions/migrations only) ◼ Provide network login credentials (AD account)
◼ Set login credentials to expire after the completion of the project ◼ Provide necessary SSL Certificates for web servers (for Web Client and WebLink Public Portal) ◼ Identify the primary contact for issues with login credentials ◼ Provide timely responses (within 3 business days) to communication requests from MCCi for business process requirements, solution revisions, solution testing, and solution sign off.

Solution Revisions
Unless separate requirements are defined prior to the start of this implementation, this project includes two (2) revision rounds for each business process. Typical revision rounds include:
◼ Revisions to the business process solution that require a reassessment of the business process function itself (i.e., Adding a new approval branch to a routing workflow) ◼ Revisions to the business process solution that require a functional change in how the solution is designed (i.e., Modifying a LF form with JavaScript to satisfy custom formatting) Items Out of Scope
The scope of this project does not include the following:
◼ MCCi acquisition of server or workstation hardware
◼ Costs associated with troubleshooting OS or hardware issues related to the workstations or servers ◼ Resolving any issues not related to Laserfiche, including but not limited to Windows permissions, network permissions, network hardware, server or client hardware, or other 3rd party infrastructure hardware or software
◼ Resolving issues caused by unauthorized changes made by Client staff on the MCCi-built solution(s) in active development. Client agrees to seek and receive approval by the Client and MCCi Imaging project team stakeholders prior to any changes to an MCCi-built solution until handoff of the solution to the Client has been completed.
◼ Any services not explicitly defined in the statement of services F.3.c
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*Any items out of scope will be considered as separate labor from the services agreed upon for this project and may require additional approval and review before proceeding. The project’s primary requirements take precedence over any additional items requested that are out of scope to maintain the project timeline and ensure deliverable expectations are met.

During this time, the project team responsible for the implementation will be available to assist with any questions. At the end of this 30-calendar day period, the project will be subject to closeout. *Live in production is defined by the following:
◼ All emails are sent to the live process users / approvers. ◼ All processes are pointed to production folders.
◼ All testing data has been removed.
◼ All processes are in the production environment.

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General
◼ Client agrees that the work schedule described herein represents MCCi’s current best estimate and is subject to possible change due to circumstances beyond MCCi’s direct control and/or new or additional information discovered during the course of the project. Further, Client understands and acknowledges that MCCi’s ability to meet such work schedule is dependent upon, among other things, the accuracy of the assumptions and representations made by Client, the timeliness of Client business decisions, and the performance of Client and Client’s vendor personnel in meeting their obligations for this project and in accordance with this SOW.
◼ If either party identifies a business issue during the project, MCCi and Client must jointly establish a plan to resolve the issues with a potential impact analysis of timeline and budget within five (5) business days of identification.
◼ Any necessary business decision resulting from the identified business issues must be made by Client within five (5) business days from request.
◼ Client shall provide MCCi accurate data throughout the requirements gathering process. ◼ Client is responsible to ensure that adequate hardware/infrastructure is in place and capable of handling the extra resources that may be required to support the Business Process Configuration, related software, etc.
◼ Any additional software licensing needs related to this service/process configuration have not been considered or included as part of this SOW. Client is responsible for ensuring that the required software licensing is available.
◼ If the Services require MCCi to access or use any third party software products provided or used, Client warrants that it shall have all rights and licenses of third parties necessary or appropriate for MCCi to access or use such third party products and agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi and to indemnify, hold harmless and defend MCCi from and against any claims, actions, demands, lawsuits, damages, liabilities, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) to the extent arising from MCCi’s access to or use of such third party products.
◼ Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a Change Order for time spent by MCCi on retraining, reeducating, or changes in direction.
◼ Client will ensure that all Client’s personnel who may be necessary or appropriate for the successful performance of the Services will, on reasonable notice: (i) be available to assist MCCi’ personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as reasonably necessary for performance under this SOW; and (iii) be available to assist MCCi with any other activities or tasks required to complete the Services in accordance with this SOW. ◼ The Post-Implementation Configuration Assistance is intended to incur no more than 10 hours over a 10-business-day period. This assistance is intended to aid in transitioning Client to MCCi Support. ◼ All Services pricing assumes the Client will grant MCCi unattended access to the required infrastructure for the project. Unattended access requires the following:
◼ Either a VPN connection with proper credentials or installation of on-demand remote access software utilized by MCCi.
◼ Connections that can be made by an assigned MCCi Project Team without intervention from the Client from the hours of 8:00 AM ET to 8:00 PM ET.
◼ A Windows Domain account assigned exclusively to the assigned MCCi Project Team, with passwords provided, that has administrative access to all infrastructure being serviced for purposes of the project.

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◼ A Windows Domain account, and complete access to that account including the password, for the service account to be used with any installed software products. ◼ Failure to provide this access will result in a Change Order increasing the cost to Client and timeline of the project.
◼ Projects enter “On-Hold” status when (i) Client requests a delay in starting a new project, or (ii) Client is unresponsive for more than 15 business days during an active project. On-Hold status will remain until a new project start date is mutually agreed upon, or until Closed. MCCi may elect to Close the project due to project remaining On-Hold for more than 35 business days. ◼ Projects that are Closed prior to completion, will be billed for any progress made to date and the MCCi project team will no longer be assigned to the project. Billing for progress made to date is based on the number of hours worked or the estimated percentage of the project that has been completed, whichever is greater. Subsequently, a new order is required to restart a Closed project, and to have new MCCi project resources assigned.
◼ Client will provide a single point of contact responsible for coordinating communications and scheduling amongst Client stakeholders.
◼ MCCi will conduct a project kickoff call with Client to set objectives and review systems/processes used.
◼ Google Chrome or Chrome Microsoft Edge is installed on all Laserfiche servers. ◼ TLS 1.2 is configured on all Laserfiche servers.
◼ Firewall ports will be opened for and unattended remote access on all necessary servers will be granted to MCCi.
◼ All services will be performed during standard business hours. ◼ MCCi will only provide recordings of trainings or meetings if requested in advance. Requested recordings will be available through the Training Center for Laserfiche. ◼ Client will acquire, install, and setup TLS certificates that meet application requirements. ◼ Purchase of Managed Cloud services may cover some of these assumptions/deliverables. ◼ Client will ensure previously agreed upon scheduled trainings are attended by their staff. For cancellations or rescheduling, the minimum notice period requirement to avoid penalties is 2 calendar weeks prior to the training date. Penalties: (i) Regardless of the notification time period, if the training was to be in person and MCCi has incurred non-refundable travel expenses, client will reimburse MCCi accordingly, and (ii) If client cancels or reschedules training within 7 calendar days and no less than 48 hours from the training date, the client will forfeit half of the allotted training time, or be assessed a fee equal to 50% of the training package purchased, or (ii) If the client cancels or reschedules the training within 48 hours of the training date, or is a no show on the training date, the training package purchased will be charged in full and forfeited by the client.

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◼ MCCi is not responsible for assigning an external URL for any web-based platform/software module.
◼ MCCi is not responsible for creating or maintaining backups, backup plans or recovery plans. ◼ MCCi is not responsible for creating training documentation. ◼ MCCi is not responsible for final testing including, but not limited to, configuration changes made by Client prior to system handoff.
◼ Except where specifically noted, no custom coding is included; configuration work is restricted to the capabilities associated with the out-of-the-box solution. ◼ MCCi is not responsible for anything not expressly included in this SOW.

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Attachment: Addendum 2 to MSA - Accounts Payable and Contract Management (3687 : Laserfiche Document Imaging System) ADDENDUM NO. 3 TO MASTER SERVICES AGREEMENT NO. 23068
MCCi SERVICES ORDER
Pursuant to Master Services Agreement No. 23068 ("Agreement"):

This MCCi Services Order, designated as Addendum No. 3 (this “Addendum” or “Order”), is entered into as of _________________, (“Addendum Effective Date”), by and between MCCi and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision of the Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. This Order supersedes any previous quotes or proposals received. Use of pre-printed forms, including, but not limited to, email, purchase orders, shrink-wrap or click-wrap agreements, acknowledgements, or invoices, is for convenience only, and all unilaterally issued and/or pre-printed terms and conditions stated thereon, except as specifically set forth in this Addendum, are void and of no effect.

IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 3 to be executed by their respective duly authorized representatives as of the Addendum Effective Date.

MCCi, LLC CITY OF ORINDA (“Client”)
Signed: __________________________ Signed: ___________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ F.3.d
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PRICING: MCCi SERVICES
3717 Apalachee Parkway, Suite 201
Tallahassee, FL 32311
850.701.0725
850.564.7496 fax
Bill to: Doug Alessio
[email protected]
Ship to: Doug Alessio
[email protected]
cc AP Contact: [email protected]
Client Name: City of Orinda Quote Date: August 28, 2025 Client Address: 26 Orinda Way, Orinda, CA 94563
Quote Number: 37634
Order Type: Services
Service Description: Qty. Unit Cost
OMNIA –
NCPA 01-162
Total
MCCi PROFESSIONAL SERVICES - STATEMENT OF WORK
 Laserfiche - Cloud Permit Integration
Please see detailed Exhibit A: Statement of Work (SOW). 1 $8,580.00 $8,151.00 $8,151.00
Professional Services Subtotal 1 $8,151.00
 Service Level Agreement Client Discount ($429.00) ($429.00) GRAND TOTAL - ONE-TIME SERVICES $7,722.00
TOTAL LASERFICHE PROJECT COST $7,722.00
All Quotes Expire 30 Days from Quote Date
This is NOT an invoice. Please use this confirmation to initiate Client’s purchasing process.

SALES TAX
Sales tax will be invoiced where applicable and is not included in the fee quote above.

REMOTE SERVICES
All services will be performed remotely unless noted otherwise. All Services pricing assumes the Client will grant MCCi secure unattended access.
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2 BILLING TERMS
MCCi will invoice Client as follows:

Product/Service Description Timing of Billing
Professional Services:

Statement of Work
Defined in Statement of Work
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MCCi ASSUMPTIONS

PROFESSIONAL SERVICES

CHANGE ORDER PROCESS
Any deviations from the contract will be documented in a Change Order that Client must execute.

CONFIGURATION ASSISTANCE
Many of MCCi’s packages list remote configuration assistance for up to a certain number of days. This is based on total days, not business days.

TRAVEL
MCCi will schedule travel in consecutive days for most engagements unless otherwise stated or agreed upon.

SCHEDULING
All rates are based on normal business hours, Monday through Friday from 8 am to 5 pm local time. If scheduling needs to occur after business hours, additional rates may apply.

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CLIENT INFORMATION TECHNOLOGY ASSISTANCE
For MCCi to excel in providing the highest level of service, Client must provide timely access to technical resources.

In all events, Client shall be liable for full payment for Services and/or Deliverables and reimbursement of Company's expenses incurred through the effective date of termination. If Client cancels or suspends this Addendum, pursuant to the Agreement and only if allowed hereunder, between completed milestones, Company will invoice Client for a pro-rated share of the completed portion of each milestone(s) for Deliverables performed through the date of such termination or delay. If Services are resumed or Deliverables continued, Company will recommence invoicing as applicable.

COMPANY DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, PROVIDED THAT COMPANY SHALL REMAIN OBLIGATED PURSUANT TO THIS SECTION. IF THE SERVICES FAIL TO

CONFORM TO THE FOREGOING WARRANTY IN ANY MATERIAL RESPECT OR TO THE SPECIFICATION SET FORTH IN THIS F.3.d
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MANUFACTURER OF THE PRODUCT, ANY REMEDY SHOULD BE REQUESTED DIRECTLY FROM MANUFACTURER AND COMPANY HAS NO LIABILITY ASSOCIATED THEREWITH.

EXCEPT AS EXPRESSLY PROVIDED IN THIS ORDER OR THE AGREEMENT, COMPANY DOES NOT MAKE OR GIVE ANY

REPRESENTATION OR WARRANTY, WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR IMPLIED,

INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION OR WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE.

In the event that Client asserts any claim for warranty services hereunder and such claim relates to any matter that is mutually determined by the Parties not to be Company’s responsibility hereunder (including any problem with Client’s computer hardware or software that was not caused by any Services performed by Company), Client shall pay Company for all costs incurred for all evaluation, correction or other services performed by Company relating to such claim on a time and materials basis at Company’s then-standard rates. [remainder of page intentionally left blank]
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Exhibit A: Statement of Work
City of Orinda
Laserfiche - Cloud Permit Integration
Prepared By:

Pete Herschelman
Date:

August 11, 2025
(877) 790-1600
Scope of Work
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Professional Services and Licensing
Refer to quote for cost details.

Solution Requirements
This implementation consists of the following:
(CUS.04) Custom 3rd Party Integration
Includes custom defined requirements for an integration between a 3rd party platform and Laserfiche.

NOTE: Laserfiche Integration Setup and Restructuring Workflow Our primary role involves Laserfiche-side setup to support CloudPermit's native API integration for building permits at the City of Millbrae.

This includes creating and managing Service Principals (as the API "user" for operations like file uploads), generating/rotating keys (typically valid 90 days), and configuring a Service Application in Laserfiche's Developer Console with appropriate OAuth scopes (repository.Read/Write).

ECS will also identify Repository and Parent Folder IDs, then build custom auto-file workflows to reorganize existing Laserfiche structures—ensuring folders align with CloudPermit outputs (for example, by permit number or property roll) for easy discovery and linking. This facilitates automated features like uploading permit documents, applying metadata (e.g., workspace status, construction costs, form fields), and creating new folders during CloudPermit processes such as inspections or issuances.
(PSM.01) Project Status Meetings (Simple)
Includes 4, 30-minute project status meetings organized and facilitated by the project manager with the solutions engineer.
(PSM.07) Project Management and Process Documentation
Includes project team time to provide mandatory meetings such as requirements gathering and demo meetings, and mandatory project documentation such as Scope and Requirements, Business Requirements Document, Testing Instructions and a Process Flowchart.

Step I: Requirements Analysis - Gather and confirm project oriented requirements.

Step 2: Planning - Define the formal work plan, checkpoints and milestones for the project.

Step 3: Design - Design every aspect of the system in a design specification document.

Step 4: Build - Build the solution according to the design specification.

Step 5: Test - Test and validate the solution for functionality, performance and design, according to the specification.

Step 6: Revise - Revise the solution per testing results and conform to design specification.

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Step 7: Rollout - Launch the solution, supported with communication, training, specific documentation, and post go-live 30 day project support.

Customer - Specific Tasks and Responsibilities
For every implementation, there will be organization specific tasks and responsibilities necessary to complete this project. These tasks and responsibilities (where applicable) include but are not limited to:
◼ Provide appropriate hardware per MCCi recommendations for the Laserfiche environment (Selfhosted only) ◼ Provide VPN (unattended) or remote access (attended access) to the organization’s local Laserfiche environment
⚫ Laserfiche application server(s)
 Includes test environment(s), public facing DMZ server(s) ⚫ SQL server(s) (Laserfiche instance)
⚫ Laserfiche repository and volume location(s)
⚫ Source servers for database lookups, conversions, migrations ⚫ Development workstation(s) (Conversions/migrations only) ◼ Provide network login credentials (AD account)
◼ Set login credentials to expire after the completion of the project ◼ Provide necessary SSL Certificates for web servers (for Web Client and WebLink Public Portal) ◼ Identify the primary contact for issues with login credentials ◼ Provide timely responses (within 3 business days) to communication requests from MCCi for business process requirements, solution revisions, solution testing, and solution sign off.

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◼ Resolving issues caused by unauthorized changes made by Client staff on the MCCi-built solution(s) in active development. Client agrees to seek and receive approval by the Client and MCCi Imaging project team stakeholders prior to any changes to an MCCi-built solution until handoff of the solution to the Client has been completed.
◼ Any services not explicitly defined in the statement of services *Any items out of scope will be considered as separate labor from the services agreed upon for this project and may require additional approval and review before proceeding. The project’s primary requirements take precedence over any additional items requested that are out of scope to maintain the project timeline and ensure deliverable expectations are met.

Deliverable Acceptance Criteria
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MCCi‘s completion of a Deliverable to Client shall constitute that MCCi has conducted its own review and believes it meets Client’s requirements. Client shall then have the right to conduct its own review of the Deliverable as Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have five (5) business days after MCCi’s submission to give written notice to MCCi specifying the deficiencies in reasonable detail. MCCi shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, MCCi shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted.

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◼ All Services pricing assumes the Client will grant MCCi unattended access to the required infrastructure for the project. Unattended access requires the following:
◼ Either a VPN connection with proper credentials or installation of on-demand remote access software utilized by MCCi.
◼ Connections that can be made by an assigned MCCi Project Team without intervention from the Client from the hours of 8:00 AM ET to 8:00 PM ET.
◼ A Windows Domain account assigned exclusively to the assigned MCCi Project Team, with passwords provided, that has administrative access to all infrastructure being serviced for purposes of the project.
◼ A Windows Domain account, and complete access to that account including the password, for the service account to be used with any installed software products. ◼ Failure to provide this access will result in a Change Order increasing the cost to Client and timeline of the project.
◼ Projects enter “On-Hold” status when (i) Client requests a delay in starting a new project, or (ii) Client is unresponsive for more than 15 business days during an active project. On-Hold status will remain until a new project start date is mutually agreed upon, or until Closed. MCCi may elect to Close the project due to project remaining On-Hold for more than 35 business days. ◼ Projects that are Closed prior to completion, will be billed for any progress made to date and the MCCi project team will no longer be assigned to the project. Billing for progress made to date is based on the number of hours worked or the estimated percentage of the project that has been completed, whichever is greater. Subsequently, a new order is required to restart a Closed project, and to have new MCCi project resources assigned.
◼ Client will provide a single point of contact responsible for coordinating communications and scheduling amongst Client stakeholders.
◼ MCCi will conduct a project kickoff call with Client to set objectives and review systems/processes used.
◼ Google Chrome or Chrome Microsoft Edge is installed on all Laserfiche servers. ◼ TLS 1.2 is configured on all Laserfiche servers.
◼ Firewall ports will be opened for and unattended remote access on all necessary servers will be granted to MCCi.
◼ All services will be performed during standard business hours. ◼ MCCi will only provide recordings of trainings or meetings if requested in advance. Requested recordings will be available through the Training Center for Laserfiche. ◼ Client will acquire, install, and setup TLS certificates that meet application requirements. ◼ Purchase of Managed Cloud services may cover some of these assumptions/deliverables. ◼ Client will ensure previously agreed upon scheduled trainings are attended by their staff. For cancellations or rescheduling, the minimum notice period requirement to avoid penalties is 2 calendar weeks prior to the training date. Penalties: (i) Regardless of the notification time period, if the training was to be in person and MCCi has incurred non-refundable travel expenses, client will reimburse MCCi accordingly, and (ii) If client cancels or reschedules training within 7 calendar days and no less than 48 hours from the training date, the client will forfeit half of the allotted training time, or be assessed a fee equal to 50% of the training package purchased, or (ii) If the client cancels or reschedules the training within 48 hours of the training date, or is a no show on the training date, the training package purchased will be charged in full and forfeited by the client.

General Testing Definitions
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◼ Alpha Testing – Defined as internal acceptance testing performed by the project team prior to releasing the product or configuration to the Client
◼ Basic Deployment Testing – Defined as testing to ensure that the crucial functions of the system are operating properly, and that the deployment is stable
◼ Beta Testing – Defined as the testing performed to verify functionality and fulfillment of user requirements
◼ User Acceptance Testing – Defined as testing performed by the Client’s users to verify and accept the implemented functionality or deployment
General Exclusions
◼ MCCi is not responsible for assigning an external URL for any web-based platform/software module.
◼ MCCi is not responsible for creating or maintaining backups, backup plans or recovery plans. ◼ MCCi is not responsible for creating training documentation. ◼ MCCi is not responsible for final testing including, but not limited to, configuration changes made by Client prior to system handoff.
◼ Except where specifically noted, no custom coding is included; configuration work is restricted to the capabilities associated with the out-of-the-box solution. ◼ MCCi is not responsible for anything not expressly included in this SOW.

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CITY OF ORINDA
BUDGET CHANGE FORM FISCAL YEAR 2025-26
Funds Originally Appropriated as Part of 2025-26 and 2026-27 Biennial Budget Adopted on June 3, 2025
CHANGE FORM # 004-26
New Appropriations (City Council Approval Required): Budget Transfers:

X From Un-Appropriated Reserves From Budgeted Contingent Reserve (Approval Req’d) __ _ Reduction To Adopted Budget

GENERAL FUND
New Revenue ONLY
Between Departments (City Council Approval Req’d)
Other:

BUDGET ACCOUNT
(Revenue / Expense)

INCREASE
AMOUNT

DECREASE
AMOUNT
INCREASE OF BUDGETED EXPENSE IN FY 2025-26:
600-00-00-7135

INFORMATION SYSTEMS FUND/ NO DEPARTMENT / NO PROGRAM /

SYSTEM SOFTWARE SUPPORT
$18,571
600-00-00-7180

INFORMATION SYSTEMS FUND / CITY MANAGEMENT / CITY MANAGER / PROFESSIONAL SERVICES $75,270
As Presented at the City Council Meeting on September 2, 2025 #################(Finance Use Only)###################
Posted By: Date:

REASON FOR BUDGET CHANGE ENTRY: Purchase Laserfiche Cloud software subscription and consulting services to upgrade and enhance City’s record management initiative.

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Attachment: Budget Change Form #004-26 (3687 : Laserfiche Document Imaging System) City Council
Staff Report
Agenda Item: H.1
Date: September 2, 2025
Department: City Clerk
AGENDA TITLE: Consider Amendments and Adopt City Council Policy & Procedures Manual
RECOMMENDATION:

Adopt Resolution No. 50-24 adopting the City Council Policies and Procedures Manual.

BACKGROUND:

The City Council reviews its Policy and Procedures Manual on an annual basis. It was last reviewed in September of 2024.

DISCUSSION:

The City Manager, City Attorney, and City Clerk met to discuss the current Policies and Procedures Manual and are recommending a series of changes, some of which are relatively minor, while others are worthy of discussion by the City Council.

Below is a table that outlines the changes being proposed. Some of the more substantiative matters include updating the way minutes are presented, confirming that the Council does not allow time to be ceded to another speaker, clarifying language around what a tie vote should mean on a land use decision, and codifying the existing practice of issuing proclamations and other recognitions. Staff have included a redline of the Policies and Procedures Manual for a more detailed review (Attachment B).

Proposed Changes Table
Section Topic Proposed Change / Comment

2.1.1 Dates Remove language about “adjourned regular,
workshop, and special meetings” because that
topic is addressed in §2.5. Additionally,
workshops are not a separate meeting category;
they are either regular or special meetings for
Brown Act purposes.

2.1.3 Ending Time Modify language to reflect the current City Council’s practice of specifying an end time
when continuing a meeting past 10 pm (not only
when continuing a meeting past 11:30 pm).

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2.6 Attendance Change “Mayor” to “City Clerk” for announcing absences to reflect current City Council practice.

2.7 Minutes of
Proceedings
Replace “detailed” with “summary.” Move toward
summary minutes since meetings are video
recorded.

2.8 2.10
City Manager, City
Attorney, City Clerk
Add: Mayor may excuse City Manager/City
Attorney; City Manager may excuse City Clerk.

2.14 Recordings Specify that meetings are recorded **and** posted on City’s website.

3.3 Agenda Sections Consolidate §§3.6 & 3.7 into §3.3; expand detail to reflect current City Council practice.

3.4 Agenda Posting Remove language about posting at Orinda Community Center & Library because posting at
those sites is not required by the Brown Act and
may raise concerns because they are not
outdoors/accessible 24-7. Use of the City Hall
posting site meets all applicable Brown Act
requirements. If a different or additional posting
site is desired, the Council could direct staff to
obtain quotes for a new outdoor kiosk near the
Orinda Community Center & Library.

3.5 Agenda Materials Cleanup: remove requirement for multiple hard copies of large documents; establish submission
deadline; remove redundant language.

4.7 Time Limits Add: speakers cannot cede their time to others, to reflect current City Council practice.

5.1 Presiding Officer Remove language about roll call by City Clerk because that topic is addressed in §3.1.

5.2 Actions Limited to
Posted Agenda
Remove text; reference relevant Government
Code section instead.

6.2 &

6.3 Testimony & Council
Deliberation
Edits for consistency with §4.7. Add §6.2.5: City
Council may ask follow-up questions to public
commenters (response not required). Delete
§6.3.2 (moved to §6.2).

6.5.2 Absence During Update language to reflect current technology.

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Quasi-Judicial
Hearing

7.4 Tie Vote Remove last sentence: “In land use hearings, a tie vote means denial.” Staff concerned lack of
findings could cause issues.

8.1 Mayor Add language to reflect current practice of the Mayor issuing proclamations and other
recognitions. Full Council recognition would
need to go through the usual agenda process.

10.2 Ordinance
Introduction/Adoption
Edit to reference state law.

These modifications reflect current practices and the existing Government Code.

Currently, the legislature is considering major Brown Act amendments under Senate Bill 707 (SB 707). If those amendments become law, Staff would propose additional changes to this document.

FISCAL IMPACT:

None.

ATTACHMENTS:

A. Resolution 50-25 Amending Policies Procedures Manual B. City Council Policies Procedures Manual (Showing Proposed Changes) Respectfully Submitted by:

Sheri Smith
City Clerk
Prepared By: Sheri Smith, City Clerk
Approved by:

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1 BEFORE THE CITY COUNCIL OF THE CITY OF ORINDA
IN THE MATTER OF:

Amending and Adopting the
City Council Policies and
Procedures Manual
_________________________
)
)
)
)
Resolution No. 50-25
WHEREAS, the City Council reviews its Policies and Procedures Manual from time to time to determine if it needs any updates; and
WHEREAS, at the City Council Meeting of September 2, 2025, the City Council reviewed and determined it appropriate to amend its Policies and Procedures Manual.

NOW, THEREFORE, BE IT RESOLVED that the Orinda City Council does hereby amend the Orinda City Council Policies and Procedures Manual as shown in Exhibit A.

BE IT FURTHER RESOLVED: that the Orinda City Council does hereby adopt the Orinda City Council Policies and Procedures Manual as amended.

Adopted by the City Council of the City of Orinda at a regular meeting on September 2, 2025, by the following vote:

AYES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:
________________________________
Latika Malkani, Mayor
ATTEST:
____________________________
Sheri Marie Smith, City Clerk
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Attachment: Resolution 50-25 Amending Policies Procedures Manual (3698 : Adoption of Updated Policy & Procedures Manual) 1 CITY COUNCIL, CITY OF ORINDA

POLICIES AND PROCEDURES MANUAL
Section Page
l. Authority 2

2. Meetings 2

3. Agenda 5

4. Public Participation 7

5. Conducting Meetings 8

6. Quasi-Judicial Hearings 12

7. Voting 14

8. Officers 15

9. Boards, Commissions, and Committees 16

10. Ordinances 16

11. Administrative Matters 17

12. Emergency Procedures 18

13. Suspension, Amendment of These Rules 19
Adopted: Effective November 1, 2005
Amended Effective March 6, 2007 (Resolution No. 11-07)
Amended Effective April 10, 2007 (Resolution No. 14-07) Amended Effective March 2, 2010 (Resolution No. 14-10)
Amended Effective May 7, 2013 (Resolution No. 28-13)
Amended Effective February 18, 2014 (Resolution No. 11-14) Amended Effective February 3, 2015 (Resolution No. 09-15) Amended Effective March 15, 2016 (Resolution No. 20-16) Amended Effective August 2, 2016 (Resolution No. 44-16) Amended Effective February 6, 2018 (Resolution No. 04-18) Amended Effective March 16, 2021 (Resolution No. 14-21) Amended Effective February 1, 2022 (Resolution No. 05-22) Amended Effective March 21, 2023 (Resolution No. 20-23) Amended Effective February 20, 2024 (Resolution No. 01-24) Amended Effective March 12, 2024 (Resolution No. 08-24) Amended Effective September 3, 2024 (Resolution No. 40-24) Amended Effective September 2, 2024 (Resolution No. 50-25) H.1.b
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Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 2 l. Authority
The City Council establishes these Rules of Procedure for the conduct of meetings. The following Rules shall be in effect upon their adoption by the City Council and until such time as they are amended or new Rules are adopted in the manner provided by these Rules.

2. Meetings

2.1 Meeting Dates and Times

2.1.1. Dates. Regular meetings will be held on the first and third Tuesday of each month or as set by calendar adopted by the City Council. Adjourned regular, workshop or special meetings may be called by the Mayor or a majority of the Council. If the regular meeting date should fall on a legal holiday, the Council shall meet at an alternate time and date designated by the Council.

2.1.2. Starting Time. All regular meetings will convene at 7:00 p.m.

Meetings will be held at the Library Auditorium at 26 Orinda Way, Orinda, unless stated otherwise in the notice. Meetings may be preceded or followed by special meetings, including closed sessions.

2.1.3. Ending Time. Meetings will adjourn at or before 10:00 p.m. A majority vote of the City Council will be required to continue the meeting to a specified time past 10:00 p.m. A unanimous vote of the City Council will be required to continue meetings to a specified time beyond 11:00 p.m. A continuance beyond 11:30 shall specify time of adjournment. More than one such continuance may be adopted.

2.2 Closed Sessions
A closed session may be held at any regular or special meeting for any purpose authorized by the Brown Act. It is a violation of the Brown Act to disclose information obtained or presented in anticipation of or during a closed session, which shall be confidential. Public comment shall be received in open session prior to a closed session.

The City Council will report out in open session any actions taken in closed session consistent with the requirements of the Brown Act.

2.3 Special Meetings
Special meetings may be called by the Mayor or by a majority of the Council members as provided in the Brown Act. See Government Code section 54956. The City Attorney or the City Manager is authorized to call a special meeting when it is to be held immediately before or after a regular meeting and is to discuss a matter in closed session. The call for a special meeting must specify the day, hour, and place and shall specify the subject(s) to be considered. Twenty-four hours notice must be provided as specified in the Brown Actreceived prior to a special meeting by each Council member, the local newspaper of general circulation, and radio and television stations which have requested notice. Only matters specified in the notice may be discussed at special meetings. The public shall be H.1.b
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Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 3 given an opportunity to address the Council before or during consideration of any matter described in the notice for the special meeting.

2.4 Quorum
Three members of the Council shall constitute a quorum necessary to transact business.

In the event a quorum is not in attendance, those attending will be named in the minutes, and they shall adjourn the meeting to stated time and placea later set time.

2.5 Adjournment
The Council may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. If all Council members are absent from any regular or adjourned regular meeting, the City Clerk may declare the meeting adjourned to a stated time and place. The City Clerk shall post a copy of the order or notice of adjournment as required by the Brown Act and other places designated by the Council within twenty-four (24) hours after the time of adjournment.

Whenever a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjournment meeting shall be held, it shall be held at the hour specified for regular meetings.

2.6 Attendance
Council members must request that the Mayor issue an "excused absence" when they are unable to attend, or it will be noted in the minutes as an unexcused absence. The Mayor City Clerk shall announce excused absences and reasons for such absences (if publicly known) during the roll call at the beginning of a meeting.

2.7 Minutes of Proceedings
An account of all public proceedings of the City Council shall be recorded by the City Clerk and entered into official minute books of the Council following approval by the Council. Unless the Council directs otherwise in a specific instance, detailed summary (but not verbatim) minutes shall be prepared for regular meetings of the full Council, and summary action minutes shall be prepared for special meetings of the full Council.

2.8 City Manager
The City Manager shall attend all meetings of the Council unless excused by the Mayor.

The City Manager’s designee shall substitute when the City Manager is absent.

2.9 City Attorney
The City Attorney shall attend all meetings of the Council unless excused by the Mayor.

The Deputy City Attorney’s designee shall attend in the City Attorney’s absence if requested by the Mayor. The City Attorney shall act as the Council's parliamentarian.

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Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 4 2.10 City Clerk
The City Clerk shall attend all regular meetings of the Council unless excused by the City Manager, and in her/his absence, the City Clerk’s designee shall substitute. The City Clerk shall record, prepare and maintain the official record of the Council and perform other related duties as prescribed by the Council or the City Manager, or both.

2.11 Department Heads/Employees
Department heads and employees shall attend Council meetings as directed by the City Manager.

2.12 Public May Attend and Record Meetings
All meetings of the City Council (except closed sessions) shall be open to the public, including the news media. Meetings may be recorded by any means by anyone, provided such recording does not constitute disruptive conduct under Rule 4.4.

2.13 Virtual/Teleconference Meetings
The Council may use teleconference technology and hold virtual meetings consistent with State Law, including the Brown Act and Executive Orders issued by the Governor.

2.14 Recordings
All Regular Meetings of the City Council shall, to the extent feasible, be recorded by the City Clerk and posted on the City’s website. Recordings are kept consistent with the City of Orinda Records Retention Program and are available from the City Clerk’s office.

2.15 Avoiding Brown Act Violations Relating to Meeting Attendance Members of the Council shall comply fully with the requirements of the Brown Act, including those in Government Code section 54952.2 to avoid potential violations relating to attendance at meetings such as conferences, meetings conducted by City staff/consultants, meetings presented by organizations other than the City, and meetings of other legislative bodies.

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Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 5 3. Agenda

3.1 Order of Business
The business for a Regular meeting shall generally be shown on the agenda in the following order, but this sequence may be modified on a case-by-case basis by the City Manager in consultation with the Mayor:

A. Call to Order/Roll Call
B. Pledge of Allegiance
C. Closed Session Report (when applicable)
D. Adoption of Agenda
E. Items for the Good of the City
F. Public Forum
G. Consent Calendar
H. Public Hearings
I. Policy Matters
J. Council Reports
K. City Manager’s Report
L. Matters Initiated
M. Adjournment
Closed Session (may be held before or after the meeting, or both)

3.2 Agenda Preparation
Agendas for regular and special meetings shall be established by the City Manager, who shall consult with the Mayor concerning the sequence of agenda items and other procedural matters. The agenda shall be delivered to the Mayor and Council members and made available to members of the public consistent with the requirements of the Brown Act. The agenda shall specify the time and location of the meeting and contain a brief general description of each item of business to be transacted or discussed at the meeting, including items to be discussed in closed session, if any. The descriptions of agenda items may include the action recommended by the preparer of the report for the agenda item.

3.3 Agenda Sections

3.3.1 The following sections of the agenda are intended for items that involve no Council direction or decision:

Items for the Good of the City: may include ceremonial matters, presentations by non-City entities, briefings by City staff, and similar matters.

Council Reports: may include brief announcements by Councilmembers, including regarding City-related meetings they have attended or plan to attend.

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Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 6 City Manager Report: may include brief announcements and updates from the City Manager.

Matters Initiated: To place an item on a future agenda, a Council member (including the Mayor) may make a motion to that effect during the Matters Initiated agenda item. In addition, a Council member (including the Mayor) may, at any time during a meeting, make a motion to place an item on a future agenda, if the item proposed for future consideration arises in relation to an item on the current agenda.

If the motion to place an item on a future agenda is seconded and approved by a majority vote of those Council members present, the proposed item will be placed on a future agenda. If the motion is silent regarding timing, the proposed item will be placed on a future agenda at the earliest appropriate time, as determined by the City Manager and Mayor. If the motion provides specific direction regarding timing, the proposed item will be placed on a future agenda consistent with that direction. No discussion of the subject of the motion may occur except to explain the general nature of the item, including the issue of timing for Council’s consideration of the item.

3.3.2 The following sections of the agenda are intended for items that involve Council direction or decision:

Consent Calendar: items the City Manager determines are likely not to require Council discussion. At the meeting, any Council member may pull an item from the consent calendar for discussion. Additionally, if any member of the public wishes to speak on an item, it will be pulled from the consent calendar. The Council may take up an item that is pulled from the consent calendar at any time later on the agenda. The public will be permitted to comment on all items pulled from the consent calendar.

Public Hearings: matters required to be set for public hearing by the Orinda Municipal Code or other law. Such items may be placed on the consent calendar if the City Manager determines they are likely not to require Council discussion.

Policy Matters: all other matters that involve Council discussion, direction, and/or decision.

3.4 Agenda Posting
The City Clerk shall post the agenda at least 72 hours before a regular meeting and at least 24 hours before a special meeting in the following locations, which isare freely accessible to members of the public: Orinda Community Center, Orinda Library, and the breezeway at Orinda City Hall. Agendas shall also be posted on the City’s website prior to meetings as required by the Brown Act. See Government Code section 54954.2.

3.5 Agenda Materials

3.5.1 Documents. A staff report shall be prepared for each agenda item except in unusual circumstances. Attached to the staff report shall be documents received H.1.b
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Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 7 by or developed by staff that are pertinent to the staff report. Anyone may submit documents pertinent to an agenda item to the City Clerk; such documents shall be included in the agenda materials if they are received in time for inclusion in the packet. and if multiple copies of voluminous documents are provided.

3.5.2 Copies of agenda materials. Copies of the agenda materials and other documents (including public correspondence) distributed by staff to Council members at or before a meeting (excluding documents subject to attorney-client confidentiality and documents distributed in connection with a closed session) shall also be available for public inspection when released to the City Councilas required by the Brown Act. See Government Code section 54957.5. The public can view materials before the meeting at the office of the City Clerk, the Orinda Library and, on the City website. At the meeting, a public copy will be available for review. Copies of materials distributed by City staff and others at the meeting shall be made available to members of the public as soon as practicable. Changes and additions to staff reports and late correspondence will be provided to Council members and made available to the public before the meeting when possible.

3.6 Consent Calendar
Items listed on the Consent Calendar are those items likely not to require Council discussion. At the meeting, any item may be pulled by a Council member or member of the public for separate discussion or clarification and vote.

3.7 Public Hearings
A matter shall be set for public hearing in the following situations:
a. A quasi-judicial land use decision (e.g., an appeal of a Planning Commission decision)
b. Any other matter for which a public hearing is required by law or for which a hearing would be in the public interest.

4. Public Participation

4.1 Addressing the Council
Each person wishing to address the Council will be asked to so indicate (e.g., by submitting a speaker slip to the City Clerk or using similar method available during virtual meetings). Each person addressing the Council shall do so from the lectern or its equivalent during virtual meetings. Providing a name, address, and other information is voluntary. Any document presented by a speaker shall be provided to the City Clerk for distribution to the Council and public. All remarks shall be directed to the Mayor and Council as a body and not to any particular Council member. No person other than members of the Council and the person having the floor shall be permitted to enter into the discussion.

H.1.b
Packet Pg. 97
Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 8 4.2 Public Forum
During Public Forum any person may address the Council on an item that is (1) within the subject matter jurisdiction of the Council and (2) not otherwise on the agenda, except that if a speaker will not be present during an agenda item later in the calendar for that meeting, the speaker may address that agenda item during Public Forum but not later.

When an item is not listed on the agenda, State law prohibits Council discussion or action. Councilmembers may only “briefly respond” to statements made and questions posed. For example, State law allows Councilmembers to ask questions for clarification and provide a reference to staff or other resources for factual information. Additionally, consistent with the “Matters Initiated” rule, the Council may also direct staff to report back and/or place a matter on a future agenda for discussion.

4.3 Speech Content &and Civility
Statements by a member of the public shall be related to the agenda item at hand, except during Public Forum. The City Council shall not prohibit lawful public criticism of the policies, procedures, programs, staff, and services of the City or the acts or omissions of the City Council. Members of the Council, staff, and the public are encouraged to communicate in a manner that is civil, not hostile or threatening.

4.4 Disruptive Conduct
Conduct, including applauding and booing, which substantially disrupts a City Council meeting is prohibited. If a meeting is disrupted, the Council may elect to recess per Section 5.4.7 (b). Disrupting a meeting may, in certain situations, be cause for removal from the meeting.

4.5 [Reserved]

4.6 Written Communications
Correspondence, including communications relating to a specific matter on a Council agenda, will be handled as described in Section 11.1. If correspondence is received too late to be included in the agenda packet, the City Clerk will, to the extent feasible, endeavor to distribute the late correspondence at or before the Council meeting. Anyone submitting voluminous late correspondence and/or submitting late correspondence to the City Clerk less than four (4) hours before a Council meeting should bring at least fifteen (15) copies to the meeting. After receiving late correspondence, the Council may elect to continue the item to a future meeting if it determines the late correspondence is too voluminous to consider fully. Alternatively, the Council may elect to consider the matter if it has had adequate time to consider all of the information presented. Such a determination may, but need not, be made by formal motion during the meeting.

H.1.b
Packet Pg. 98
Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 9 4.7 Time Limits
Public comment shall generally be limited to 3 minutes per individual speaker per agenda item, except that the Mayor, with the concurrence of the City Council, may set a different time limit based upon the number of persons wishing to speak, the complexity of the item, the length of the agenda, the hour, and other factors. Speakers may not cede their allotted time to other speakers. If a speaker continues to speak after their allotted time has expired, the Mayor may allow them a short time (e.g., 30 seconds) to wrap up their comments. When a speaker has completed their comments, Councilmembers may ask clarifying questions of the speaker and receive brief answers, notwithstanding the time limits described in this section. Speakers are not required to answer questions posed by Councilmembers.

5. Conducting Meetings

5.1 Presiding Officer
The Mayor or Vice Mayor shall preside and call the meeting to order at the hour appointed. In the absence of both, the meeting shall be called to order by the City Clerk and those Council members present shall proceed to elect a temporary Presiding Officer.

Before proceeding with the business of the Council, the City Clerk shall perform a formal roll call. The Presiding Officer may move, second, and debate from the Chair, and shall not be deprived of any rights and privileges of a Council member.

5.2 Actions Limited to Posted Agenda
The City Council may take action on any item listed on the agenda. The City Council shall not take action on any item not appearing on the posted agenda except when there is an emergency, there is a need for immediate action, or the item was posted for a prior meeting less thenthan 5 days before and was continued, as prescribed more fully in authorized by the Brown Act. See Government. Code §sections 54954.2, 54956.5.

5.3 Continuance of an Item
An agenda item may be continued by the City Council by a majority vote. (See section

5.4.6.c.)

5.4 Discussion
When an agenda item is addressed, the Mayor shall first ask for any staff comments or additions to the written staff report. Next, the Mayor shall ask for questions from the Council of staff. After that, the Council shall receive public comment (see section 4.7, time limits). After public comments, the Mayor shall close the public comment portion and open the item for discussion by the Council, which shall be subject to the following H.1.b
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Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 10 rules. During Council deliberations, the Mayor, with the consent of the City Council, may reopen public comment.

5.4.1. Getting the Floor. Every Council member desiring to speak shall address the Mayor and, when recognized by the Mayor, shall limit discussion to the questions under debate.

5.4.2. Interruptions. A Council member, once recognized, shall not be interrupted when speaking except to be called to order, or as otherwise provided. If a Council member, while speaking, is called to order, the Council member shall cease speaking until the question of order is determined; if determined to be in order, the Council member shall be permitted to proceed.

5.4.3. Privilege of Closing Debate. The Council member making a motion for adoption of an ordinance or resolution shall have the privilege of closing the debate on that motion, subject to other motions which may be before the Council.

5.4.4. Motion to Be Stated. The Mayor shall state all motions submitted for a vote and announce the result. A roll call vote shall be taken upon the request of any Council member. No action shall be taken by secret ballot.

5.4.5. Appeals. Any ruling of the Mayor may be appealed at the request of a Council member. The Mayor shall call for a roll call vote to determine if the ruling is upheld.

5.4.6. Precedence of Motions. When a motion is before the Council, no other motion shall be entertained except:
a. Motion to Amend. A motion to amend, which modifies the original motion, is in order but is debatable only as it relates to the amendment.

Amendments are voted on first; the main motion vote is last. A motion may be amended more than once with each amendment being voted on separately. There shall only be one amending motion on the floor at any one time.
b. Substitute Motions. A substitute motion is in order for the purpose of taking out the main motion altogether and replacing it with a new and different motion. A substitute motion must be voted on before an amendment of the main motion, since if the substitute motion is adopted the main motion dies and so does any amendment of the main motion.
c. Motion to Postpone. A motion to postpone to a definite time is subject to debate and amendment as it relates to propriety of the postponement and time set. A motion to postpone a quasi-judicial hearing must set a definite date for the hearing. If a motion to postpone indefinitely is adopted, the agenda item shall be carried forward on the City Clerk’s Future Agenda Items list for up to one year, then dropped if not reinstated to the agenda.

H.1.b
Packet Pg. 100 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 11 d. Motion to Table. A motion to table is not debatable and not subject to amendment. The purpose of a motion to table is to suspend the item for an indefinite time.

5.4.7. Motions Not Subject to Debate. All motions are debatable except for the following, which shall be put to an immediate vote:
a. Motion to adjourn, which requires a simple majority. b. Motion to recess, which requires a simple majority.
c. Motion to table, which requires a simple majority.
d. Motion to limit debate (“I move the question” or “I move to limit debate of this item to __ minutes”), which requires a 2/3 vote.

5.4.8. Reconsideration. A request for reconsideration may be made during a meeting in which a decision has been made or at the next regularly-scheduled Council meeting. A request for reconsideration may be made only by a Council member who voted in the majority on the original decision. Reconsideration of a matter involves three decisions, which must occur in the following order:
a. First, the Council must decide whether or not to consider the request on a future agenda. (No discussion is permitted at this point on the validity of the request or the merits of the underlying action to be reconsidered.) b. Second, if a majority of the Council votes to place the issue on a future agenda, there are two agenda items:
i. Whether to allow reconsideration or not and
ii. If reconsideration is permitted, whether the original decision should be changed or affirmed.
c. A decision not to reconsider a matter under (b)(i) will be deemed to automatically include removal of the agenda item for reconsideration of the merits under (b)(ii).
d. Unless a subject is reconsidered and a majority of the City Council votes to change the original decision, the original action stands and is final.

However, the subject of the original decision (other than a quasi-judicial hearing such as a land use appeal) may be placed on a future agenda at any time as provided in these rules.
e. Reconsideration of a decision on a land use appeal is governed by Orinda Municipal Code section 17.43.8.

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Packet Pg. 101 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 12 5.4.9. Conflict of Interest and Bias. A conflict of interest or even the appearance of a conflict of interest can diminish the public’s confidence in the integrity of the governmental process. Therefore, a Council member who has a conflict of interest under the Political Reform Act or Government Code §1090 may not participate in the agenda item causing the conflict. The Council member must make a statement substantially as follows:
“I am unable to participate in this matter as a public official because I have a financial interest in the subject which creates a conflict of interest. The financial interest is [describe the conflict with particularity].” The public official must leave the room for the duration of the discussion of the item. If the discussion relates to the public official’s real property or business (owned or controlled solely by the public official/and spouse/domestic partner), the public official may speak as a member of the general public and remain in the audience.

In addition, if a Council member’s personal bias compromises the Council member’s ability to act impartially with the interests of the City as a whole in mind, the Council member must leave the room and not participate in the agenda item. Bias may exist because of a Council member’s (1) substantial involvement or familiarity with the subject of an agenda matter or (2) close association with the persons involved, a connection which may or may not be known by the public or the other members of the Council.

Even if the Council member believes s/he is not biased, in the interests of open government, it is advisable at the very least to disclose that association, involvement, or experience prior to participating in the agenda item. See Rule 6.5.

5.4.10. Protests. A Council member shall have the right to enter into public record reasons for dissent or protests against any motion carried by the majority.

5.4.11. Limits on speech and conduct. See sections 4.3 and 4.4, which apply also to the speech and conduct of City Council members.

5.4.12. Rules of Order. Except as otherwise provided in these Rules, the current edition of “Roberts Rules of Order” shall govern the conduct of the meetings of the City Council.

6. Quasi-Judicial Hearings
When a public hearing is required for an agenda item, the Mayor shall first ask for any staff comments or additions to the written staff report for the hearing. Next, the Mayor shall ask for questions from the Council of staff. Next, Council members shall disclose ex parte communications as described below. After that, the Council shall receive public comment, as outlined below.

6.1 Ex Parte Communications
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Packet Pg. 102 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 13 A Council member shall disclose on the record all communication (e.g., email, other written correspondence, conversations, and site visits) occurring outside the hearing that relate to the subject of the hearing. The Council member shall identify with whom s/he communicated, what was communicated, and for site visits, where on the site the Council member went and what the Council member looked at and observed. Council members may also elect to forward copies of written ex parte communication to the City Clerk, who will include such correspondence in the staff reports for relevant agenda items and/or forward it to the whole City Council, if doing so would not violate the Brown Act.

6.2 Testimony

6.2.1. The purpose of this portion of the public hearing is to provide an opportunity for persons interested in the subject of the hearing to testify in support of or opposition to the matter being heard.

6.2.2. Each person wishing to testify may do so as described in section

4.1. 6.2.3. The order of testimony shall be as follows:
a. The applicant (and the applicant’s design professional, attorney, and other representatives, if any) shall speak first and together shall have a total of 15 minutes to present the project. A portion of this time may be reserved by the applicant for final remarks after public testimony has concluded. b. The appellant, if not the applicant, (and the appellant’s design professional, attorney, and other representatives, if any) shall also have a total of 15 minutes to present the basis for the appeal.
c. Those persons other than the applicant and the appellant (and their representatives) shall have a total of 3 minutes each to present testimony, except that to preserve order and eliminate repetitious testimony from a large group, the Mayor may ask a like-minded group to appoint a spokesperson to represent the point of view of the group. At the Mayor’s discretion, speakers favoring the project may be asked to so indicate and may be asked to present their testimony consecutively and likewise those opposed.
d. Regardless of the time limits stated above, the time limit per individual speaker may be set by the Mayor, with the concurrence of the City Council, at the beginning of a public hearing, based upon the number of persons wishing to speak, the complexity of the item, the length of the agenda, the hour, and other factors.

6.2.4. Questions by speakers may be noted and addressed prior to Council deliberation.

H.1.b
Packet Pg. 103 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 14 6.2.5. When a speaker has completed their comments, Councilmembers may ask clarifying questions of the speaker and receive brief answers, notwithstanding the time limits described in this section. Speakers are not required to answer questions posed by Councilmembers.

6.3 Council Deliberation 6.3.l. After the Mayor has determined that no other member of the audience wishes to speak, the Mayor shall close the public testimony portion of the hearing and the matter shall be taken up by the City Council.

6.3.2. The Council may ask questions of speakers for clarification during the public testimony portion and during deliberations.

6.4 Council Action

6.4.1. Council may, at this time, continue a matter to a specific future date to obtain additional information. Continuing a public hearing to a specific date does not require additional notice.

6.4.2. The Council may vote on the item, making findings of fact as required by law

6.5 Due Process
A quasi-judicial hearing that involves property rights (a land use matter or a personnel matter) must incorporate the standards of constitutional due process. This type of hearing must be fair and open, subject to employee privacy rights. The elements of due process are adequate notice, an opportunity to be heard, an impartial decision-maker, a decision based on substantial evidence, and findings to document the basis of the decision.

6.5.1. Impartiality
a. Rule. A public official must perform the duties of office free from any personal or pecuniary interest. If there is an actual bias or financial interest that could interfere with a Council member’s judgment, the Council member should not participate in the agenda item and should leave the Council chambers for the duration of the agenda item.
b. Open Mind. A Council member must have an open mind
and receive all evidence presented at the hearing. In addition, a Council member shall disclose ex parte communications (see §6.1 above) before making a determination on the merits. If the Council member has a fixed position on a matter prior to the hearing or if the Council member will be influenced by information not in the evidence, the Council member shall not participate in the hearing.
c. Staying Neutral. In order to assure that a Council member has not become so embroiled or otherwise involved in a matter that s/he cannot be impartial, the following rules shall apply:

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Packet Pg. 104 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 15 i. Staff Contacts. A Council member shall refrain
from contact outside the public meeting context with City staff concerning the merits of matters which will or may come to the City Council for a quasi-judicial hearing.

Regardless of the above, a Council member may obtain factual information from staff relating to the hearing.
ii. Commissions and Committees. A Council member
must not express opinions on the merits of an item that is or will be the subject of a quasijudicial hearing within the subject matter jurisdiction of the Planning Commission to a Planning Commissioner prior to or during the hearing. In case such communications have occurred, any such communication from a Council member to a Planning Commissioner prior to a decision of the Commission on the matter shall be disclosed by the Commissioner in the course of the hearing of the subject by the Planning Commission.
iii. Interested Parties. A Council member shall refrain from becoming involved in discussions, negotiations, and other activities relating to a matter that is likely to be subject to a hearing by the City Council, unless the full scope of the Council member’s involvement and conversations is disclosed during the Council’s consideration of the matter and there is no bias that has resulted from those activities. d. Involvement or Bias. A Council member may be involved in a matter before the City Council due to a number of factors, including but not limited to an ongoing personal acquaintance, the proximity of real property, a business relationship, or community activities. In such a situation, where the Council member is unable to make an impartial decision, the Council member should recuse himself or herself, make a brief explanation of the facts behind recusal, and leave the room.

6.5.2 Absence During a Quasi-Judicial Hearing. A Council member otherwise qualified to vote may not vote on a matter if the Council member was absent from all or part of the hearing, unless the Council member both (1) reviews the minutes and the staff report or listens reviews to the recordingaudiotape of the entire portion of the hearing s/he missed, if the minutes are not available, and (2) reviews all physical and written evidence introduced at the hearing before the meeting at which the decision is to be rendered.

7. Voting

7.1. Majority Vote Required
An affirmative vote of at least three Council members of the Council is required by law to adopt an ordinance, a resolution, and an order for the payment of money. An urgency (emergency) ordinance must be adopted by at least a 4/5 vote. Other matters may be adopted by the majority present.

7.2 Roll Call Votes
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Packet Pg. 105 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 16 When required by state law, a roll call vote shall be taken on each motion before the Council. Additionally, on demand by any Council member, made before the "Noes" are called for, a roll call vote shall be taken on a motion before the Council. The Mayor's name shall be called last with other Council members' names called at random by the City Clerk. Council members shall not give explanations for their vote during roll call.

7.3 Silence
During a collective vote (ayes and noes), silence of any Council member denotes an affirmative vote.

7.4 Tie Vote
A tie vote means that a motion fails. In the context of a public hearing on a land use matter, a tie vote means denial of the project.

7.5 Abstention
Abstaining from a vote (other than due to recusal) constitutes a vote with the majority, except that where there is a tie vote, an abstention constitutes a vote for the motion.

8. Officers

8.1 Mayor
The Council shall elect a Mayor at the first regular meeting of December of each year, or as soon thereafter as possible following the confirmation of the canvass of ballots by the County Clerk; or at the first regular meeting after the office of Mayor becomes vacant for any reason. The term of office of the Mayor is one year. An election to fill a vacancy occurring in mid-term shall be for the remaining portion of the one-year term. The election or removal of Mayor requires three affirmative votes.

The Mayor shall be recognized as the official head of the City for all ceremonial purposes. The Mayor shall sign all Ordinances and Resolutions adopted by the Council when the Mayor is presiding.

The Mayor may issue proclamations, certificates of recognition, and similar documents on behalf of themself, as the Mayor. After such documents are issued, the Mayor may place them on the Council agenda under “Items for the Good of the City” to update the Council, recognize the recipient(s), and provide an opportunity for comment.

Proclamations, certificates of recognition, and similar documents will not be issued on behalf of the City Council unless they are first approved by the Council at a public meeting.

8.2 Vice Mayor
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Packet Pg. 106 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 17 The Council shall elect a Vice Mayor at the first regular meeting of December of each year, or as soon thereafter as possible following the confirmation of the canvass of ballots by the County Clerk; or at the first regular meeting after the office of Vice Mayor becomes vacant for any reason. The term of office of the Vice Mayor is one year. An election to fill a vacancy occurring in mid-term shall be for the remaining portion of the one-year term. The election or removal of Vice Mayor requires three affirmative votes.

The Vice Mayor shall serve all functions of the Mayor when the Mayor is unable or unavailable to fulfill those functions.

9. Appointments to Boards, Commissions, Committees, and Liaisons Positions

9.1 Council Appointments
As soon as practicable following the annual December reorganization meeting, the Mayor shall announce nominations of Council members to serve in various roles requiring a Council representative; the nominations are subject to the review and approval of the full City Council.

Council members may be appointed to serve in the following roles:

9.1.1 Members of ad hoc and standing subcommittees of the City Council,

9.1.2 Members to represent the City on various regional boards, including joint powers agencies (e.g., Contra Costa County Solid Waste Authority, Mayors’ Conference of Contra Costa County, etc.),

9.1.3 Liaisons to various City Partners (e.g., Acalanes Unified School District, Bay Area Rapid Transit, Chamber of Commerce, etc.),

9.1.4 Liaisons to City Commissions and Committees (e.g., Planning Commission, Parks & Recreation Commission, etc.)
When a Council member is appointed as a liaison to a City Commission or Committee, their role is to facilitate communications between the Commission and the Council. They are the primary contact person if the Commission/Committee as a whole or an individual Commissioner/Committee Member wants such a channel of communication. The Council’s appointed liaison should not be an advocate for the Commission or attempt to influence any decision or recommendation of the Commission/Committee.

Regular attendance by the Council liaison at Commission/Committee meetings is not an expectation. Furthermore, Liaisons to the Planning Commission may review video recordings of those meetings, but should not attend or participate in those meetings, as the Council is the appeal body for the Planning Commission.

When a Councilmember is appointed to serve as a liaison, they should take care to communicate when the opinions and positions they convey are their own (as individual H.1.b
Packet Pg. 107 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 18 city council members) and when they have been specifically authorized to speak for the Council as a whole.

9.2 City Council Advisory Bodies, Commissions and Committees The City Council may create or perpetuate commissions, committees, and other groups to advise the Council. The Council will appoint members of the public to those subordinate bodies. The appointment process will be determined by the Council, consistent with the requirements of state law (e.g., the Maddy Act).

9.3 Local Boards
The City Council may also appoint members of the public to represent the City on various local boards (e.g., Contra Costa Mosquito & Vector Control District, Contra Costa Council on Aging, etc.). The appointment process will be determined by the Council, consistent with the requirements of the local or regional board and state law (e.g., the Maddy Act).

10. Ordinances

10.1 Document Preparation and Approval
All ordinances must be drafted by or approved by the City Attorney before being placed on the agenda.

10.2 Ordinance Introduction/Adoption
The title of a proposed ordinance will be considered to be read, unless a Council member requests a full reading. Ordinances shall not be adopted within five days of their introduction, or at other than regular Council meetings. However, an urgency ordinance may be passed immediately upon introduction, at either a regular or a special meeting, if a resolution substantiating the urgency has been adopted firstto the extent allowed by state law.

10.3 Ordinance Preservation
Following adoption of an ordinance, the City Clerk shall assign a number to the ordinance, publish a summary and post the full text according to law. The ordinance shall be filed and preserved in the City Clerk's office.

11. Administrative Matters

11.1 Correspondence

11.1.1 Electronic Correspondence
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Packet Pg. 108 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 19 Council members shall use accounts issued to them by the City for all electronic correspondence (e.g., email) regarding City business. Council members shall not use accounts issued to them by the City for personal correspondence.

Emails sent by members of the public to Council members are public records. When these emails are related to a City Council Meeting agenda item, they are forwarded to the City Clerk to include in the staff report for the relevant agenda item or in the late public communication packet, depending on whether the communication is received before or after the agenda packet is published.

11.1.2 Other Correspondence
Written correspondence received by a Council member at City Hall by postal service, personal delivery, and messenger service shall be opened by staff and handled consistent with the City of Orinda Records Retention Program, which may require the City to retain a copy. Council members may elect to forward copies of written correspondence they receive to the City Clerk, who will include such correspondence in the staff reports for relevant agenda items and/or forward it to the whole City Council, if doing so would not violate the Brown Act.

11.1.3 Website Privacy Notice
The City’s website privacy notice should explain that the public is encouraged to communicate with Council members by email and other means, but that the public should be aware that email and other written correspondence, including messages intended to be confidential, may be subject to disclosure under the California Public Records Act.

Additionally, the privacy notice should explain that such correspondence may be forwarded to other Council members, City staff and/or the public generally.

11.1.4 Compliance with State Law
The City retains electronic and other correspondence in accordance with State law and the City’s adopted Records Retention Program, which is available from the City Clerk.

For public records, the City complies with the State Public Records Act.

11.2 Confidentiality
Matters discussed in closed session and matters contained in City Attorney confidential memoranda are confidential and shall not be disclosed to anyone without prior authorization from the City Council acting together (closed session information) or from the City Attorney (confidential communications from the City Attorney).

11.3 Communications with the Public
Council members shall be clear in communications with the public when the opinions and positions they convey are their own individual positions and when they have been authorized by the Council to speak for the Council as a whole.

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Packet Pg. 109 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 20 11.4 Relations with Staff
As required by OMC §2.08.080, Council members of the City Council shall deal with employees of the City through the City Manager, except to obtain information as necessary, in a limited manner.

12. Emergency Procedures

12.1 Emergency Special Meetings
Emergency special meetings may be called by the Mayor, a majority of the Council members, or the City Manager only in accordance with state law (see Government Code section 54956.5), which defines qualifying emergencies narrowly (e.g., work stoppage, crippling activity, or other activity that severely impairs public health and/or safety, crippling disaster, mass destruction, terrorist act, threatened terrorist activity).

12.2 Emergency Special Closed Session
During an emergency meeting, the City Council may meet in closed session pursuant to Government Code section 54957 (threat to public security) if agreed to by a two-thirds vote of the members of the City Council present, or, if less than two-thirds of the members are present, by a unanimous vote of the members present.

12.3 Emergency and Urgent Amendments to Regular Agendas Items may be added to a regular meeting agenda on an emergency or urgency basis only in accordance with state law (see Government Code section 54954.2(b)). a. The Council may add an emergency item to its agenda at a regular meeting if, by majority vote, it determines that the matter in question constitutes an emergency situation pursuant to Government Code section 54956.5 (e.g., work stoppage, crippling activity, or other activity that severely impairs public health and/or safety, crippling disaster, mass destruction, terrorist act, threatened terrorist activity). b. The Council may add an urgent item to its agenda at a regular meeting if it makes findings that: (1) there is a need to take immediate action, and (2) the need for action came to the attention of the City subsequent to the agenda being posted.

Those findings must be approved by two-thirds of the members of the City Council present, or, if less than two-thirds of the members are present, a unanimous vote of those members present.

12.4 Emergency Declarations and Findings
In the event of an emergency, the Council may declare a local state of emergency and/or confirm an emergency declaration made by the City Manager. The Council may also make findings as appropriate to determine that normally-applicable procedures do not H.1.b
Packet Pg. 110 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 21 apply. Examples include the California Environmental Quality Act (see CEQA Guidelines sections 15269 & 15359) and the Public Contact Code (see Govt. Code sections 1102 & 22050). The Council may also, consistent with state and federal law, impose local curfews and other restrictions to safeguard life and property during an emergency.

12.5 Councilmembers Unavailable During Emergency
a. The City Council has designated the individuals serving in the following capacities to also serve as stand-by Councilmembers according to the ranked order in which they appear:

1. Planning Commission, Chair

2. Supplemental Sales Tax Oversight Commission, Chair

3. Finance Advisory Committee, Chair

4. Parks & Recreation Commission, Chair

5. Transportation Safety Advisory Committee, Chair

6. Planning Commission, Vice Chair

7. Supplemental Sales Tax Oversight Commission, Vice Chair

8. Finance Advisory Committee, Vice Chair

9. Parks & Recreation Commission, Vice Chair

10. Transportation Safety Advisory Committee, Vice Chair Stand-by Councilmembers shall have the duties prescribed by State law. See Government Code section 8641.
b. If an insufficient number of the members of the Council are available to conduct necessary business at an emergency meeting, one or more stand-by Council members shall, following the ranked order above, be authorized to serve as Council members, for purposes of that emergency meeting only. The number of stand-by Councilmembers authorized to serve shall be the minimum number needed to conduct business at that emergency meeting of the City Council.

13. Suspension and Amendment of These Rules

13.1 Suspension
Any provision of these rules not required by state law or the Orinda Municipal Code may be temporarily suspended by the Council.

13.2 Amendment
These rules may be amended by resolution of the Council.

13.3 Rules Available for Public Review
H.1.b
Packet Pg. 111 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) 22 A copy of these rules shall be available on the City’s website and at all meetings of the Council for review by the public.
************************************************************************ 1955936.1
H.1.b
Packet Pg. 112 Attachment: City Council Policies Procedures Manual (Showing Proposed Changes) (3698 : Adoption of Updated Policy & Procedures Manual) City Council
Staff Report
Agenda Item: H.2
Date: September 2, 2025
Department: City Clerk
AGENDA TITLE: City Council Meeting Schedule for 2026
RECOMMENDATION:

Review, amend, and adopt the City Council Meeting Schedule for calendar year 2026.

BACKGROUND:

City Council meetings typically occur on the first and third Tuesdays of each month.

Each year, the City Council confirms its meeting schedule with some adjustments as desired or necessary given holidays and other factors.

DISCUSSION:

Attached is the proposed 2026 City Council Meeting Calendar for the City Council to discuss and make any needed changes.

There are four proposed exceptions to the usual 1st and 3rd Tuesdays:
• No Meeting on January 6, 2025, due to the holidays
• Saturday, February 28, 2026 – Commission/Committee Interviews • No Meeting on Tuesday, August 4, 2026, due to National Night Out • Monday, November 2
nd instead of Tuesday, November 3rd due to Election
NEXT STEPS:

Approval of the 2026 City Council Calendar will allow the dates to be shared with the community and City employees.

FISCAL IMPACT:

None as a result of this item.

ATTACHMENTS:

A. 2026 Council Meeting Listing
B. 2026 Calendar Showing Meetings and Holidays
Respectfully Submitted by:

Sheri Smith
City Clerk
Prepared By: Sheri Smith, City Clerk
H.2
Packet Pg. 113
Approved by:

H.2
Packet Pg. 114
Office of the City Clerk
Sheri Marie Smith
Phone: 925.253.4221
Fax: 925.254.2068
[email protected]
NOTICE OF CITY COUNCIL 2026 CALENDAR
Regular 2026 City Council Meetings are generally held on the first and third Tuesdays of each month, with some exceptions due to holidays.

January
Tuesday, January 6, 2026 – 7pm Regular Meeting (Due to holidays) Tuesday, January 20, 2026 – 7pm Regular Meeting
February
Tuesday, February 3, 2026 – 7pm Regular Meeting
Tuesday, February 17, 2026 – 7pm Regular Meeting
Saturday, February 28, 2026 – 9am (Commission Committee Interviews) March
Tuesday, March 3, 2026 – 7pm Regular Meeting
Tuesday, March 17, 2026 – 7pm Regular Meeting
April
Tuesday, April 7, 2026 – 7pm Regular Meeting
Tuesday, April 21, 2026 – 7pm Regular Meeting
May
Tuesday, May 5, 2026 – 7pm Regular Meeting
Tuesday, May 19, 2026 – 7pm Regular Meeting
June
Tuesday, June 2, 2026 – 7pm Regular Meeting
Tuesday, June 16 2026 – 7pm Regular Meeting
July
Tuesday, July 7, 2026 – 7pm Regular Meeting
Tuesday, July 21, 2026 – 7pm Regular Meeting
August
Tuesday, August 18, 2026 – 7pm Regular Meeting
September
Tuesday, September 1, 2026 – 7pm Regular Meeting
Tuesday, September 15, 2026 – 7pm Regular Meeting
H.2.a
Packet Pg. 115 Attachment: 2026 Council Meeting Listing (3692 : Review of 2026 City Council Meeting Schedule/Calendar) October
Tuesday, October 6, 2026 – 7pm Regular Meeting
Tuesday, October 20, 2026 – 7pm Regular Meeting
November
Monday, November 2, 2026 – 7pm Regular Meeting (Due to Election Day on 11/3) Tuesday, November 17, 2026 – 7pm Regular Meeting
December
Tuesday, December 1, 2026 – 7pm Regular Meeting
Tuesday, December 15, 2026 – 7pm Regular Meeting
H.2.a
Packet Pg. 116 Attachment: 2026 Council Meeting Listing (3692 : Review of 2026 City Council Meeting Schedule/Calendar) ◄ Dec 2025 January 2026 Feb 2026 ►
Sun Mon Tue Wed Thu Fri Sat 1 New Year's Day 2 3
456789 10
11 12 13 Planning Commission 14 15 16 17
18 19 Martin Luther King Jr. 20 City Council 21 22 23 24 Commission/Committee
Interviews
25 26 27 Planning Commission 28 29 30 31
H.2.b
Packet Pg. 117 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting ◄ Jan 2026 February 2026 Mar 2026 ►
Sun Mon Tue Wed Thu Fri Sat
123 City Council4567
89 10 Planning Commission 11 12 13 14 Valentine's Day
15 16 Presidents Day 17 City Council 18 19 20 21
22 23 24 Planning Commission 25 26 27 28
H.2.b
Packet Pg. 118 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting ◄ Feb 2026 March 2026 Apr 2026 ►
Sun Mon Tue Wed Thu Fri Sat
123 City Council4567
8 Int'l. Women's Day9 10 Planning Commission 11 12 13 14 15 16 17 St Patrick's Day
City Council
18 19 20 21
22 23 24 Planning Commission 25 26 27 28
29 30 Spring Break 31 Sprink Break
H.2.b
Packet Pg. 119 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting ◄ Mar 2026 April 2026 May 2026 ►
Sun Mon Tue Wed Thu Fri Sat 1 Passover begins
Spring Break
2 Spring Break3 Spring Break4
5 Easter67 City Council89 Passover ends 10 11
12 13 14 Planning Commission 15 16 17 18
19 20 21 City Council 22 23 24 25
26 27 28 Planning Commission 29 30
H.2.b
Packet Pg. 120 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting ◄ Apr 2026 May 2026 Jun 2026 ►
Sun Mon Tue Wed Thu Fri Sat 1 Labor Day 2
345 Cinco De Mayo
City Council
6789
10 Mother's Day 11 12 Planning Commission 13 14 15 16
17 18 19 City Council 20 21 22 23
24 25 Memorial Day 26 Planning Commission 27 28 29 30
31 H.2.b
Packet Pg. 121 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting ◄ May 2026 June 2026 Jul 2026 ►
Sun Mon Tue Wed Thu Fri Sat 1 2 City Council 3 4 5 6
789 Planning Commission 10 11 12 13
14 15 16 City Council 17 18 19 Juneteenth 20
21 Father's Day 22 23 Planning Commission 24 25 26 27
28 29 30
H.2.b
Packet Pg. 122 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting ◄ Jun 2026 July 2026 Aug 2026 ►
Sun Mon Tue Wed Thu Fri Sat 1 2 3 4 Indep. Day
567 City Council89 10 11
12 13 14 Planning Commission 15 16 17 18
19 20 21 City Council 22 23 24 25
26 27 28 Planning Commission 29 30 31
H.2.b
Packet Pg. 123 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting ◄ Jul 2026 August 2026 Sep 2026 ►
Sun Mon Tue Wed Thu Fri Sat 1
234 National Night Out5678
9 10 11 Planning Commission 12 13 14 15
16 17 18 City Council 19 20 21 22
23 24 25 Planning Commission 26 27 28 29
30 31
H.2.b
Packet Pg. 124 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting ◄ Aug 2026 September 2026 Oct 2026 ►
Sun Mon Tue Wed Thu Fri Sat 1 City Council 2 3 4 5
67 Labor Day8 Planning Commission9 10 11 12
13 14 15 City Council 16 17 18 19
20 Yom Kippur begins 21 Yom Kippur ends 22 Planning Commission 23 24 25 26 27 28 29 30
H.2.b
Packet Pg. 125 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting ◄ Sep 2026 October 2026 Nov 2026 ►
Sun Mon Tue Wed Thu Fri Sat 1 2 3
456 City Council789 10
11 12 13 Planning Commission 14 15 16 17
18 19 20 City Council 21 22 23 24
25 26 27 Planning Commission 28 29 30 31 Halloween
H.2.b
Packet Pg. 126 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting ◄ Oct 2026 November 2026 Dec 2026 ►
Sun Mon Tue Wed Thu Fri Sat
12 City Council3 Election Day4567
89 10 Planning Commission 11 Veterans Day 12 13 14
15 16 17 City Council 18 19 20 21
22 23 24 Planning Commission 25 26 Thanksgiving Day 27 28 29 30
H.2.b
Packet Pg. 127 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting ◄ Nov 2026 December 2026 Jan 2027 ►
Sun Mon Tue Wed Thu Fri Sat 1 City Council 2 3 4 5
678 Planning Commission9 10 11 12
13 14 15 City Council 16 17 18 19
20 21 22 Planning Commission 23 24 Christmas Eve 25 Christmas 26 Kwanza begins 27 28 29 30 31 New Year’s Eve
H.2.b
Packet Pg. 128 Attachment: 2026 Calendar Showing Meetings and Holidays (3692 : Review of 2026 City Council Meeting

Orinda City CouncilSeptember 2, 2025

Orinda City Council
September 2, 2025