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HomeMy WebLinkAboutAgreement A-24-411 with Easton Community Services District.pdf Agreement No. 24-411 1 FINANCIAL AND ACCOUNTING SERVICES AGREEMENT 2 This Financial and Accounting Services Agreement ("Agreement") is dated 3 August 6, 2024 and is between Easton Community Services District, a community 4 services district ("District"), and the County of Fresno, a political subdivision of the State of 5 California ("County"). 6 Recitals 7 A. The District is a community services district established under the Community Services 8 District Law (Gov. Code, Tit. 6, Div. 3, beginning with section 61000) ("CSD Law"). The CSD 9 Law provides that the board of directors of the District is required to provide for regular audits of 10 the District's accounts and records pursuant to Government Code section 26909, and for annual 11 financial reports to the State Controller pursuant to Article 9 (beginning with section 53890) of 12 Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code. 13 B. Under Government Code section 61052, the County's Auditor-Controller/Treasurer-Tax 14 Collector ("Auditor") is the treasurer of the District and the depositary with custody of all of the 15 District's money. The County therefore already provides limited financial or accounting services 16 to the District, and is authorized, under Government Code section 25265, to contract with the 17 District to provide additional types of financial or accounting services that are not currently 18 provided to the District by the County. 19 C. The District has requested that the County provide such additional types of financial or 20 accounting services pursuant to the provisions of this Agreement, including the preparation of 21 financial statements of the District for fiscal years ended June 30, 2018, June 30, 2019, June 22 30, 2020, June 30, 2021, and June 30, 2022 ("Covered Fiscal Years"), and including the 23 engagement of an external auditor to complete the audit of the financial statements for each of 24 the Covered Fiscal Years. 25 D. The County is ready, willing, and able for the Auditor to provide such services pursuant 26 to the provisions of this Agreement. 27 The parties therefore agree as follows: 28 1 1 Article 1 2 County's Services 3 1.1 Scope of Services. The Auditor will perform all of the services provided in Exhibit A 4 to this Agreement, titled "Scope of Services." 5 Article 2 6 District's Responsibilities 7 2.1 The District shall cooperate with the County in all matters related to the performance 8 of this Agreement. 9 2.2 No later than August 30, 2024, the District shall provide documentation that is 10 sufficient, in the sole determination of the Auditor, to support the amounts to be included in the 11 financial statements for each of the Covered Fiscal Years. Timely provision of this 12 documentation by the District is a condition precedent to the Auditor's completion of the 13 District's financial statements for each of the Covered Fiscal Years by September 30, 2024. The 14 District shall also provide documentation that is sufficient, in the sole determination of the 15 Auditor, to establish the beginning balances for the first of the Covered Fiscal Years, which 16 documentation shall include, but not be limited to, workpapers and supporting documentation for 17 the District's financial statements for the fiscal year ending June 30, 2017. 18 2.3 The District shall ensure that its staff and responsible management personnel to 19 assist the Auditor by providing information, documentation, and explanations as needed, in the 20 sole determination of the Auditor, for the Auditor to provide services under this Agreement. 21 Article 3 22 Compensation, Invoices, and Payments 23 3.1 The District agrees to pay, and the County agrees to receive, compensation for the 24 performance of its services under this Agreement as described in Exhibit B to this Agreement, 25 titled "Compensation." 26 3.2 Invoices. The Auditor will submit monthly invoices to the Easton Community 27 Services District General Manager via email at easton.csd@gmail.com. The Auditor will submit 28 2 1 each invoice within 60 days after the month in which the Auditor performs services and in any 2 case within 60 days after the end of the term or termination of this Agreement. 3 3.3 Contents. Each invoice shall specify the project code of the task, pay period it 4 covers (identified by ending date of the pay period), and the total amount per pay period. 5 Supporting documents for the invoice shall specify in increments of a quarter (0.25) of an hour 6 the amount of time spent on the project by each County personnel as reflected on Exhibit B, and 7 the dollar amount for each personnel that is calculated by multiplying the time spent by the 8 hourly rate. As costs for external audit services are incurred by the County, the Auditor shall 9 send separate invoices for those and shall attach copies of the relevant invoices from the 10 external auditor. 11 3.4 Payment. The District shall pay each invoice within 45 days after receipt. The District 12 authorizes the Auditor to accomplish such payment by directly transferring, from the account of 13 the District to the account of the County, funds of the District that are held by the County. Such 14 transfer will occur no earlier than 30 days after the date of the invoice. 15 3.5 Postponement. Except as provided in paragraph 4.a. of Exhibit A to this Agreement, 16 relating to the cost of an external auditor, the District may, by written request to the Auditor 17 within the 45-day period provided in section 3.4, request postponement of its obligation to pay 18 any invoice issued by the County to the District under this Agreement. Each request may cover 19 only one invoice. Each request must be based on a written certification by the District's General 20 Manager that includes specific facts and specific financial information establishing that, due to 21 extraordinary financial circumstances of the District, timely payment of the invoice would prevent 22 the District from carrying out its lawful operations. The Auditor has sole discretion whether to 23 grant the request, and shall exercise that discretion reasonably, considering all relevant factors, 24 including but not limited to the amount of the invoice, the reason for the request, the credibility of 25 the supporting facts and information, and the number and frequency of prior requests. The 26 Auditor shall notify the District promptly and as early as reasonably practicable in writing 27 whether a postponement request under this section is granted. Any postponement granted 28 under this section may not exceed three months. 3 1 Article 4 2 Term of Agreement 3 4.1 Term. This Agreement is effective on the date that the parties sign this Agreement 4 and terminates when audited financial statements for all of the Covered Fiscal Years have been 5 submitted as required by Government Code section 26909, and Article 9 (beginning with section 6 53890) of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code and the District 7 has paid all amounts due to the County under this Agreement. 8 Article 5 9 Notices 10 5.1 Contact Information. The persons and their addresses having authority to give and 11 receive notices provided for or permitted under this Agreement include the following: 12 For the County: 13 Auditor-Controller/Treasurer-Tax Collector County of Fresno 14 Attn: Financial Reporting and Audits Division PO Box 1247 15 Fresno, CA 93715 Email: acttccofsdaudits@fresnocountyca.gov 16 For the District: 17 General Manager Easton Community Services District 18 5955 South Elm Street Fresno, CA 93721 19 Email: easton.csd@gmail.com 20 5.2 Change of Contact Information. Either party may change the information in section 21 5.1 by giving notice as provided in section 5.3. 22 5.3 Method of Delivery. Each notice between the County and the District provided for or 23 permitted under this Agreement must be in writing, state that it is a notice provided under this 24 Agreement, and be delivered either by personal service, by first-class United States mail, by an 25 overnight commercial courier service, by telephonic facsimile transmission, or by Portable 26 Document Format (PDF) document attached to an email. 27 (A) A notice delivered by personal service is effective upon service to the recipient. 28 4 1 (B) A notice delivered by first-class United States mail is effective three County 2 business days after deposit in the United States mail, postage prepaid, addressed to the 3 recipient. 4 (C)A notice delivered by an overnight commercial courier service is effective one 5 County business day after deposit with the overnight commercial courier service, 6 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to 7 the recipient. 8 (D)A notice delivered by telephonic facsimile transmission or by PDF document 9 attached to an email is effective when transmission to the recipient is completed (but, if 10 such transmission is completed outside of County business hours, then such delivery is 11 deemed to be effective at the next beginning of a County business day), provided that 12 the sender maintains a machine record of the completed transmission. 13 5.4 Claims Presentation. For all claims arising from or related to this Agreement, 14 nothing in this Agreement establishes, waives, or modifies any claims presentation 15 requirements or procedures provided by law, including the Government Claims Act (Division 3.6 16 of Title 1 of the Government Code, beginning with section 810). 17 Article 6 18 Termination and Suspension 19 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are 20 contingent on the approval of funds by the appropriating government agency. Notwithstanding 21 section 3.5 of this Agreement, if sufficient funds are not allocated, then the County, upon at least 22 30 days' advance written notice to the District, may: 23 (A) Modify the services provided to the District under this Agreement; or 24 (B) Terminate this Agreement. 25 6.2 Termination for Breach. 26 (A) Upon determining that a breach (as defined in paragraph (C) below) has 27 occurred, the County may give written notice of the breach to the District. The written 28 5 1 notice may suspend performance under this Agreement, and must provide at least 30 2 days for the District to cure the breach. 3 (B) If the District fails to cure the breach to the County's satisfaction within the time 4 stated in the written notice, the County may terminate this Agreement immediately. 5 (C) For purposes of this section, a breach occurs when, in the determination of the 6 County, the District has: 7 (1) Failed to comply with any part of this Agreement; 8 (2) Submitted a substantially incorrect or incomplete report to the County; or 9 (3) Improperly performed any of its obligations under this Agreement. 10 6.3 Termination without Cause. In circumstances other than those set forth above, the 11 County may terminate this Agreement by giving at least 30 days advance written notice to the 12 District. 13 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County 14 under this Article 6 is without penalty to or further obligation of the County. 15 6.5 County's Rights upon Termination. Upon termination for breach under this Article 16 6, the County may demand payment by the District for any services performed by the County 17 under this Agreement. The District shall promptly pay all such amounts upon demand. The 18 District authorizes the Auditor to accomplish such payment by directly transferring, from the 19 account of the District to the account of the County, funds of the District that are held by the 20 County. This section survives the termination of this Agreement. 21 Article 7 22 Independent Contractor 23 7.1 Status. In performing under this Agreement, the County, including its officers, 24 agents, employees, and volunteers, is at all times acting and performing as an independent 25 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint 26 venturer, partner, or associate of the District. 27 7.2 No Right of Supervision. The District has no right to control, supervise, or direct the 28 manner or method of the County's performance under this Agreement. 6 1 7.3 Services to Others. The parties acknowledge that, during the term of this 2 Agreement, the County may provide services to others unrelated to the District. 3 Article 8 4 Indemnity and Defense 5 8.1 Indemnity. The District shall indemnify and hold harmless and defend the County 6 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries, 7 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of 8 any kind to the County, the District, or any third party that arise from or relate to: (a) the 9 performance or failure to perform by the District (or any of its officers, agents, subcontractors, or 10 employees) under this Agreement; (b) any audit finding that arises from the external audit of the 11 District's financial statements that are prepared by the Auditor under this Agreement; or (c) both. 12 The County may conduct or participate in its own defense without affecting the District's 13 obligation to indemnify and hold harmless or defend the County. 14 8.2 Survival. This Article 8 survives the termination of this Agreement. 15 Article 9 16 [Reserved] 17 9.1 [Reserved] 18 Article 10 19 Inspections, Audits, and Public Records 20 10.1 Inspection of Documents. The District shall make available to the County, and the 21 County may examine at any time during business hours and as often as the County deems 22 necessary, all of the District's records and data with respect to the matters covered by this 23 Agreement, excluding attorney-client privileged communications. The District shall, upon 24 request by the County, permit the County to audit and inspect all of such records and data to 25 ensure the District's compliance with the terms of this Agreement. 26 10.2 [Reserved.] 27 10.3 Public Records. The County is not limited in any manner with respect to its public 28 disclosure of this Agreement or any record or data that the District may provide to the County. 7 1 The County's public disclosure of this Agreement or any record or data that the District may 2 provide to the County may include but is not limited to the following: 3 (A) The County may voluntarily, or upon request by any member of the public or 4 governmental agency, disclose this Agreement to the public or such governmental 5 agency. 6 (B) The County may voluntarily, or upon request by any member of the public or 7 governmental agency, disclose to the public or such governmental agency any record or 8 data that the District may provide to the County, unless such disclosure is prohibited by 9 court order. 10 (C)This Agreement, and any record or data that the District may provide to the 11 County, is subject to public disclosure under the Ralph M. Brown Act (California 12 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). 13 (D)This Agreement, and any record or data that the District may provide to the 14 County, is subject to public disclosure as a public record under the California Public 15 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning 16 with section 6250) ("CPRA"). 17 (E) This Agreement, and any record or data that the District may provide to the 18 County, is subject to public disclosure as information concerning the conduct of the 19 people's business of the State of California under California Constitution, Article 1, 20 section 3, subdivision (b). 21 (F) Any marking of confidentiality or restricted access upon or otherwise made with 22 respect to any record or data that the District may provide to the County shall be 23 disregarded and have no effect on the County's right or duty to disclose to the public or 24 governmental agency any such record or data. 25 10.4 Public Records Act Requests. If the County receives a written or oral request 26 under the CPRA to publicly disclose any record that is in the District's possession or control, 27 and which the County has a right, under any provision of this Agreement or applicable law, to 28 possess or control, then the County may demand, in writing, that the District deliver to the 8 1 County, for purposes of public disclosure, the requested records that may be in the possession 2 or control of the District. Within five business days after the County's demand, the District shall 3 (a) deliver to the County all of the requested records that are in the District's possession or 4 control, together with a written statement that the District, after conducting a diligent search, has 5 produced all requested records that are in the District's possession or control, or (b) provide to 6 the County a written statement that the District, after conducting a diligent search, does not 7 possess or control any of the requested records. The District shall cooperate with the County 8 with respect to any County demand for such records. If the District wishes to assert that any 9 specific record or data is exempt from disclosure under the CPRA or other applicable law, it 10 must deliver the record or data to the County and assert the exemption by citation to specific 11 legal authority within the written statement that it provides to the County under this section. The 12 District's assertion of any exemption from disclosure is not binding on the County, but the 13 County will give at least 10 days' advance written notice to the District before disclosing any 14 record subject to the District's assertion of exemption from disclosure. The District shall 15 indemnify the County for any court-ordered award of costs or attorney's fees under the CPRA 16 that results from the District's delay, claim of exemption, failure to produce any such records, or 17 failure to cooperate with the County with respect to any County demand for any such records. 18 Article 11 19 [Reserved] 20 11.1 [Reserved.] 21 Article 12 22 General Terms 23 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this 24 Agreement may not be modified, and no waiver is effective, except by written agreement signed 25 by both parties. The District acknowledges that County employees have no authority to modify 26 this Agreement except as expressly provided in this Agreement. 27 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations 28 under this Agreement without the prior written consent of the other party. 9 1 12.3 Governing Law. The laws of the State of California govern all matters arising from 2 or related to this Agreement. 3 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno 4 County, California. The District consents to California jurisdiction for actions arising from or 5 related to this Agreement, and, subject to the Government Claims Act, all such actions must be 6 brought and maintained in Fresno County. 7 12.5 Construction. The final form of this Agreement is the result of the parties' combined 8 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be 9 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement 10 against either party. 11 12.6 Days. Unless otherwise specified, "days" means calendar days. 12 12.7 Headings. The headings and section titles in this Agreement are for convenience 13 only and are not part of this Agreement. 14 12.8 Severability. If anything in this Agreement is found by a court of competent 15 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in 16 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of 17 this Agreement with lawful and enforceable terms intended to accomplish the parties' original 18 intent. 19 12.9 Nondiscrimination. During the performance of this Agreement, the District shall not 20 unlawfully discriminate against any employee or applicant for employment, or recipient of 21 services, because of race, religious creed, color, national origin, ancestry, physical disability, 22 mental disability, medical condition, genetic information, marital status, sex, gender, gender 23 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to 24 all applicable State of California and federal statutes and regulation. 25 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation 26 of the District under this Agreement on any one or more occasions is not a waiver of 27 performance of any continuing or other obligation of the District and does not prohibit 28 enforcement by the County of any obligation on any other occasion. 10 1 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement 2 between the District and the County with respect to the subject matter of this Agreement, and it 3 supersedes all previous negotiations, proposals, commitments, writings, advertisements, 4 publications, and understandings of any nature unless those things are expressly included in 5 this Agreement. If there is any inconsistency between the terms of this Agreement without its 6 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving 7 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the 8 exhibits. 9 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to 10 create any rights or obligations for any person or entity except for the parties. 11 12.13 Authorized Signature. The District represents and warrants to the County that: 12 (A) The District is duly authorized and empowered to sign and perform its obligations 13 under this Agreement. 14 (B) The individual signing this Agreement on behalf of the District is duly authorized 15 to do so and his or her signature on this Agreement legally binds the District to the terms 16 of this Agreement. 17 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by 18 electronic signature as provided in this section. 19 (A) An "electronic signature" means any symbol or process intended by an individual 20 signing this Agreement to represent their signature, including but not limited to (1) a 21 digital signature; (2) a faxed version of an original handwritten signature; or (3) an 22 electronically scanned and transmitted (for example by PDF document) version of an 23 original handwritten signature. 24 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed 25 equivalent to a valid original handwritten signature of the person signing this Agreement 26 for all purposes, including but not limited to evidentiary proof in any administrative or 27 judicial proceeding, and (2) has the same force and effect as the valid original 28 handwritten signature of that person. 11 1 (C)The provisions of this section satisfy the requirements of Civil Code section 2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, 3 Part 2, Title 2.5, beginning with section 1633.1). 4 (D) Each party using a digital signature represents that it has undertaken and 5 satisfied the requirements of Government Code section 16.5, subdivision (a), 6 paragraphs (1) through (5), and agrees that each other party may rely upon that 7 representation. 8 (E) This Agreement is not conditioned upon the parties conducting the transactions 9 under it by electronic means and either party may sign this Agreement with an original 10 handwritten signature. 11 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an 12 original, and all of which together constitute this Agreement. 13 [SIGNATURE PAGE FOLLOWS] 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 12 1 The parties are signing this Agreement on the date stated in the introductory clause. 2 EASTON COMMUNITY SERVICES DISTRICT COUNTY OF FRESNO 3 4 CayG C(a�[t `. N 5 Carl Clark, General Manager Nathan Magsig, Chairman of the Board of Supervisors of the County of Fresno 6 5955 South Elm Street Fresno, CA 93721 Attest: 7 Bernice E. Seidel Clerk of the Board of Supervisors 8 County of Fresno, State of California By:I Le�oj� 10 Deputy 11 For accounting use only: 12 Account No.: 2230 13 Fund No.: 4310 Subclass No.: 10000 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 13 Exhibit A 1 Scope of Services 2 The Auditor shall perform the following financial or accounting services for the District: 3 1. The Auditor will review the District's financial data for purposes of preparing financial 4 statements of the District in accordance with generally accepted accounting 5 principles for each of the Covered Fiscal Years. 6 2. The Auditor will adjust and classify the District's transactions for each of the Covered 7 Fiscal Years. 8 3. The Auditor will prepare financial statements of the District for each of the Covered 9 Fiscal Years in accordance with generally accepted accounting principles. The 10 financial statements for each such fiscal year will include the following: 11 a. Basic financial statements, including: 12 i. A statement of net position; 13 ii. A statement of activities; 14 iii. A balance sheet; and 15 iv. A statement of revenues, expenditures, and changes in fund balance. 16 b. Notes to the basic financial statements. 17 c. Budgetary comparison schedule. 18 4. The Auditor will review the financial statements of the District for each of the Covered 19 Fiscal Years and will have them ready for external audit by an accounting firm to be 20 selected by the Auditor and contracted by the County, subject to approval by the 21 District, as follows: 22 a. After selection of the accounting firm and before approval of the contract and 23 before commencement of any work by the accounting firm, the Auditor shall, 24 by written notice, as provided in Article 5 of this Agreement, inform the District 25 of the selection and provide the proposed contract for review by the District. 26 If the price of the proposed contract with the accounting firm exceeds the 27 $35,000 that the District has budgeted for its Fiscal Year 2024-25 for external 28 audit by an accounting firm of the District's financial statements for each of A-1 Exhibit A 1 the Covered Fiscal Years, the District may pay the amount exceeding 2 $35,000 in the next succeeding fiscal year or years, in an amount to be 3 reasonably determined by the District, in any case not less than $5,000 in 4 each succeeding fiscal year. 5 b. Within 30 days after that written notice by the Auditor, the District may, by 6 written notice to the Auditor, as provided in Article 5 of this Agreement, reject 7 the accounting firm selected by the Auditor and elect instead to engage an 8 accounting firm to perform an external audit of the District's financial 9 statements for the Covered Fiscal Years ("District's Notice of Election"). The 10 District's Notice of Election, to be complete and effective, must include a 11 certification by the District that the audit of its financial statements for the 12 Covered Fiscal Years will be performed within a reasonable period not to 13 exceed six months from the date of the District's Notice of Election. 14 c. Within 30 days after a complete and effective District's Notice of Election, the 15 Auditor shall provide copies of all work product created by the Auditor 16 pursuant to this Agreement through the date of the District's Notice of 17 Election, including workpapers and supporting documents. 18 5. If the District does not reject the accounting firm selected by the Auditor, the Auditor 19 will work directly with the external auditor that is selected and contracted by the 20 County in finalizing each audit. 21 22 23 24 25 26 27 28 A-2 Exhibit B 1 Compensation 2 1. The District shall compensate the County for performance of the County's 3 services under this Agreement as provided in this Exhibit B. 4 2. The District shall compensate the County for services of County personnel to 5 provide services under this Agreement at the hourly rates for the relevant personnel as provided 6 in the County's current Master Schedule of Fees, Charges, and Recovered Costs ("Master 7 Schedule"). If the Master Schedule is amended during the term of this Agreement, then the 8 District shall compensate the County services provided under this Agreement from the effective 9 date of that amendment at the amended hourly rates. At the time the parties enter this 10 Agreement, the relevant hourly rates are as follows: 11 a. Accounting and Financial Division Chief: $171.00 per hour 12 b. Accounting and Financial Manager: $137.60 per hour 13 c. Accountant Il: $110.60 per hour 14 3. The District is obligated to compensate the County for services of County 15 personnel only for the actual time spent on the work necessary for the County to perform 16 services under this Agreement. 17 4. The cost for the external audit services, if the accounting firm to perform those 18 services is contracted by the County, will be paid directly by the County and the District shall 19 reimburse the County at its full cost. 20 21 22 23 24 25 26 27 28 B-1 Final Agreement with Easton CSD (7-8-24) Final Audit Report 2024-07-09 Created: 2024-07-09 By: Rochelle Garcia(rocgarcia@fresnocountyca.gov) Status: Signed Transaction ID: CBJCHBCAABAA7r4lbpGLHJFH5rmprE5Os8Ccm26_fHOq "Final Agreement with Easton CSD (7-8-24)" History Document created by Rochelle Garcia (rocgarcia@fresnocountyca.gov) 2024-07-09-10:17:15 PM GMT Document emailed to easton.csd@gmail.com for signature 2024-07-09-10:18:22 PM GMT Email viewed by easton.csd@gmail.com 2024-07-09-10:18:40 PM GMT Signer easton.csd@gmail.com entered name at signing as Carl Clark 2024-07-09-10:19:47 PM GMT Document e-signed by Carl Clark (easton.csd@gmail.com) Signature Date:2024-07-09-10:19:49 PM GMT-Time Source:server Agreement completed. 2024-07-09-10:19:49 PM GMT Q Adobe Acrobat Sign