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CM Digital Design Services; CivicMakersAGREEMENT FOR PROFESSIONAL SERVICES FOR DIGITAL SERVICE DESIGN CONSULTING SERVICES This Agreement is made and entered into this 1 st day of February, 2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and CivicMakers LLC (hereinafter "CONTRACTOR"). RECITALS WHEREAS, nationally, over 680 o of U.S. adults have smartphones and public expectations of accessing City services digitally is increasing; and WHEREAS, over the last decade, the City's service delivery model has been transitioning from a traditional paper-based organization to a more modern, digital approach; and WHEREAS, the City is in need of a consultant who can assist staff with digital service design and the associated employee education and change management; and WHEREAS, CONTRACTOR is an innovation and communications firm that specializes in digital service design and community engagement and can perform such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Senior Management Analyst is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Judi Brown is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in Exhibit "1" attached and incorporated herein. Rev. Date: 7 3015 q,-5 - w3bb DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit "1" attached and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as described in Exhibit "1" attached and incorporated herein, in a total amount not to exceed $19,900.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for 6 months commencing on February 1, 2017 and ending on August 31, 2017 Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to (6) months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. Rev. date: 7130115 INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its perfonnance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13. Rev. date: 7/30!15 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to Rev. date: 7/30115 4 exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. Rev. date: 7/30115 5 CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Rebecca Woodbury City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Judi Brown CivicMakers LLC 1145 Guerrero St. San Francisco, CA 94110 For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents Rev. date: 7/30/15 expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for Rev. date: 7130./15 any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL JI S HUTZ, City M a er ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ET - ROBERT F. EPSTEIN, ity Att&ney Rev. date: 7 30 15 8 CONTRACTOR By: Name: j U D 1 IZ O w Title: NO Er-+ Exhibit 1 CivicMakers + City of San Rafael Toward a More Responsive, Human -Centered Local Government Prepared on Monday, January 30th, 2016 As government agencies across the country are joining the "gov tech" movement, The City of San Rafael looks to modernize outdated and ineffective processes and service delivery models through a digital -first, human -centered approach. This is a big change - a major paradigm shift for the organization, and for some employees it will significantly change how they do their work. To support this journey, the City seeks new partners to inspire and implement these efforts. The CivicMakers team is excited to use our expertise in service design, digital strategy, community engagement, and organizational change management to support current and future institutionalization of innovation projects for the City of San Rafael. Objectives • Cultivate executive and staff support for the adoption of innovation processes and human -centered design practices • Co -create a system to source ideas for process improvements from staff and maintain a running list of challenges to address through Service Design, STIR, and other opportunities • Pilot format, structure and content of Culture Academy Immersives in Phase I • Host Culture Academy Immersives for all City staff to explore innovative professional development activities and techniques that invigorate workplace culture in Phase II • Introduce Service Design methodology and consulting in Phase III Our Approach - Phase I Developed in consultation with innovation champions at the City of San Rafael, below are specific components of the overall project plan for Phase I with descriptions, outcomes and timelines for each major task. Discovery & Design Description: To fully understand the context of the City of San Rafael's current challenges, the CivicMakers team will conduct planning sessions with the project team, review materials from previous and current innovation efforts, and create a presentation for the City Manager. With input gathered from the City Manager and project team, the Innovation Convening and Culture Academy Pilots will be designed to deliver the highest tangibility for staff at all levels. �_ Ci�r�icM Akers Exhibit 1 Outcome: Alignment and seamless integration of previous and ongoing innovation efforts. Innovation Convening Description: Building off the innovation work already started in the City, CivicMakers will facilitate a mini workshop with key stakeholders to further integrate previous innovation efforts and generate ideas for designing the Culture Academy Immersives. A brief overview of innovation processes in local governments and case studies supporting human -centered design and lean principles applied to processes and services will be provided. Outcome: Gather feedback and gain support across various departments and set the stage for surfacing challenges departments are facing. Create feedback loop for input on Culture Academy Immersives and Service Design (for Phase II and Phase III). Deliverables: Workshop; attendance by key staff, identification of who should participate in pilot immersives. Timeline: February 22, 2017 Culture Academy Immersives (Pilot) Description: Two half-day immersives for staff identified at the Innovation Convening which will introduce human -centered design, lean principles and incorporate techniques for cultivating an innovation mindset throughout the workplace. A goal for these is to help uncover pain points in various departments and allow for cross -departmental sharing of challenges and opportunities. The pilots will provide inputs for the Culture Academy Immersives in Phase II, such as a relevant toolkit to be developed for ongoing creative, iterative problem -solving. As part of the pilots and corresponding immersives, challenges will be sourced from staff to determine which processes or services will be targeted for service design in Phase III. Design Principles: Based on preliminary discovery efforts, the immersives will incorporate the following design principles, which will help serve as guideposts for the design. • Cross -departmental • High energy • Foster a culture of learning • Uncover shared purpose • Position innovation as innate to human experience • Identify key metrics for success Outcomes: Equip participants with foundational knowledge of lean principles and human -centered design; Identify innovation champions; Gain insight on which elements of training resonated most with staff and are most actionable to build into Phase II; Begin the co -creation of overall structure and framework for San Rafael's innovation work with approaches, metrics and staff to own parts of the plan; Develop system to surface pain Exhibit 1 points for ongoing redesign of internal and external processes and services; Identify a challenge, service or process for service design consultation (Phase III). Deliverables: Design and facilitation of pilot immersives; training materials (digital); summary report and inputs for six additional Culture Academy Immersives to be designed and facilitated in Phase II. Timeline: March, 2017 Project Budget Given our understanding of the project objectives and the approaches outlined above, we estimate the following fees: • Discovery & Design: --------------------------------------------------------------------------------- $4,600 • Kick-off meeting, planning sessions • Review of existing innovation materials/efforts, design of convenings • Presentation to City Manager • Includes prep and travel costs for one hour presentation by Project Team • Innovation Convening: ----------------------------------------------------------------------------- $5,700 Includes prep, travel costs, and materials City to cover printing costs • Culture Academy Immersives (Pilot) (2):---------------------------------------------------$8,700 Includes prep, travel costs, materials, and report back for half-day immersive a City to cover printing costs 0 50 participants maximum • Project Management: --------------------------------------------------------------------------------- $900 Includes regular check-in calls, schedule, and budget management TOTAL: $19,900 Scope of work would be subject to specific project requirements and priorities to be outlined in a working agreement between CivicMakers and City of San Rafael. 1,,iic akers Exhibit 1 Project Team - Project Strategy Lawrence Grodeska is a maker, communicator and civic geek who uses technology to help civic leaders in the public and private sector engage key audiences. Over 1 S years, Lawrence has built programs and products to transform how citizens interact with their communities and governments. Lawrence regularly speaks about civic innovation at events such as SXSW Interactive, The Nonprofit Technology Conference, and Code for America Summit. - Project Manager Judi Brown is a social impact and design strategist with 10+ years experience working with social enterprises, nonprofits, and local governments. She brings a multi -disciplinary and multi -sectoral approach to innovation processes with a lens toward equity and inclusion. Judi previously worked in impact investing, applying Environmental and Social Governance (ESG) indicators to municipal bonds in education, healthcare and governments. - Project Support Cristelle is a public involvement specialist who applies human -centered design principles to help local governments and nonprofits more effectively engage and empower their communities. She brings an interdisciplinary approach to designing equitable processes that build public trust and contribute to sustainable decision-making. She has 10+ years experience blending user research, evaluation, and community outreach best practices and has worked in the planning, community development, nonprofit management, and technology sectors. About CivicMakers is an innovation and communications firm based in San Francisco, California. We love making things, solving problems and building relationships that improve our communities, workplaces and institutions. Our service design, community engagement and digital expertise brings the human side of technology to agencies, social enterprises and organizations in the civic space. We help our clients listen better and act smarter to achieve tangible outcomes. We hold the following values with our clients: • Work smart and lean to reduce risk, deliver often and increase impact • Do not reinvent the wheel when existing solutions can be utilized Exhibit 1 • Strive for inclusive, collaborative, transparent group processes Our core team is a group of highly experienced, deeply motivated, super fun human beings who are thinking big about how to accelerate the potential of civic innovation. We are communicators and storytellers, hackers and makers, organizers, researchers and instigators. CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager's Office Project Manager: Rebecca Woodbury Extension: 3076 Contractor Name: CivicMakers Contractor's Contact: Judi Brown Contact's Email: judi@civicmakers.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 1/5/2017 b. Email contract (in Word) & attachments to City 1/5/2017 Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 1/17/2017 Z LAG and return to Project Manager 1/18/2017 Z LAG b. Confirm insurance requirements, create Job on Not in PINS PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date. 4 Project Manager When necessary, * contractor -signed agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Date of Council approval Click here to enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed(�- agreement�/� h�C1 7 City Attorney Review and approve insurance in PINS, and bonds /�� (for Public Works Contracts) 2'll 8 City Manager/ Mayor Agreement executed by Council authorized official I� 7 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager Lf - 3