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CS Reframing Consultation ServicesAGREEMENT FOR PROFESSIONAL CONSULTING SERVICES WITH FRAMEWORKS INSTITUTE TO PROVIDE REFRAMING CONSULTATION SERVICES This Agreement is made and entered into this 8th day of August, 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and FRAMEWORKS fNSTITUTE (hereinafter "CONTRACTOR"). RECITALS -WHEREAS, the -GI-TY-is wmmited te providing an age friendly and liveable community; and WHEREAS, to that end the CITY supported the creation of an Age Friendly Task Force that is tasked with assessing the needs of the CITY's aging community;and WHEREAS, the Age Friendly Task Force desires to engage consultation services to assist in supporting the cultivation of framing fluency as part of the broader Reframing Aging initiative; and WHEREAS, CONTRACTOR has relevant experience in strategic frame analysis and is willing and able to provide these consultation services. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDfNA TION. A. CITY'S Project Manager. The Susan Andrade-Wax 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. ANNA MARIE TRESTER 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 (I 0) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in the "Proposed Scope of Work" section of the June 15, 2018 Technical Assistance -Timeline and Description of Work document attached as Exhibit A to this Agreement and hereby incorporated herein. ORIGINAL 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: Contractor will be paid a flat fee not to exceed $4,000, as described in Exhibit A. 5. TERM OF AGREEMENT. The term of this Agreement shall be for approximately 12 weeks commencing on August 8, 2018 and ending on November I, 2018. 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 3 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. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for 2 inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance 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. I 0. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shr.11 maintain, at no expense to CITY, the following insurance policies: I. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/ 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 five hundred thousand dollars ($500,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR's 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 m subparagraph A of this section above shall also meet the following requirements: I. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 3 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be "primary and non contributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this 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. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the CONTRACTOR under this agreement. 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 4 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 oflnsurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates oflnsurance 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 exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNJFICA TION. 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 lndemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees , incurred in defense of such claims. B. To the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONTRACTOR shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages. Court costs, reasonable attorney's fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONTRACTOR, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities) Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. 5 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. NONDISCRJMINATION. 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. 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: 6 Susan Andrade-Wax Community Services Director City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Anna Marie Trester The Frameworks Institute 16. INDEPENDENT CONTRACTOR. 1333 H Street NW Suite 700 West Washington, DC 20005 atrester@frameworksinstitute.org Office -(202) 888-1508 Cell (202) 441-9473 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 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 7 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 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. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the LJ day of NO\/l'Y).b<-( ,2018. ~FSANRAFAEL lfk-~~ SUSAN ANDRADE-WAX, 7 CONTRA~ s//JiV"A /;ii;t--I 1£ \\rt A~-i_ MARIE TRESTER, Contrac r Community Services Director ATTEST: DSA Y LARA, City Clerk APPROVED A~RM: ROBE ~1P~'(EIN, City A~~ .I 8 EXHIBIT A FRAME WORKS INSTITUTE Date: To: From: Re: Cc: June, 15 2018 Age-Friendly San Rafael Anna Marie Trester, Frameworks Institute Technical Assistance -Timeline and Description of Work Moira O'Neil, Frameworks Institute Per your request, we are providing a proposal to structure a series of reframing working sessions with the Age-Friendly San Rafael Task Force, along with an estimated budget and timeline. We are excited about this partnership in supporting the cultivation of framing fluency as part of the broader Reframing Aging initiative. Your Needs The framing of an argument affects its ultimate impact. Frames influence the way people understand, interpret, and act upon communications; they can constrain or expand the constituencies that recognize the problem and shape the degree to which they align with solutions. The history of social movements shows that it is only when advocates across organizations adopt, echo, and amplify more effective frames on their topic that they can build momentum and start to see change. Strategic Frame Analysis provides the foundation for this movement-building work. To advance a more effective story around aging, the field's leading voices must consistently communicate in all communications in ways that help the public, policymakers, and other stakeholders understand aging in a way that aligns with expert views. Infusing your organizational communications with the framing elements recommended in our evidence-based reframing strategy will help disseminate a powerful narrative that has the empirical power to improve public understanding and engagement for the work you do as well as the programs and policies which support it. This strategy will enable you to tell a "wide angle" story about your work in its wider context, ultimately helping the public recognize the invaluable contributions that older people make to society and our collective obligation to support all people as we age. In so doing, you will not only ensure that existing communications are optimally framed, but also that participants will be comfortable integrating framing into ongoing communications going forward. Additionally, it is hoped that these efforts inspire interest and buy-in from other collaborators and partners, including other Age-Friendly communities in the area. 1 Proposed Scope of Work Based on our conversation on June 15 th 2018, we recommend the following plan for supporting your task force in building framing capacity. A senior associate from Frameworks' Research Interpretation and Application unit will participate in two in- person gatherings in San Rafael (possibly to include a regular monthly task-force meeting) in Sept and October, offering targeted instruction, discussion, and Technical Assistance focused on the application of specific framing insights from the body of work on aging. As part of preparation in advance, verbal interaction on-site, as well as through follow- up questions afterwards, Frameworks will review or revise upcoming communications (not to exceed a total of 20 pages in length ) based on framing research. Frameworks will also be available to weigh in on the best way to respond to an urgent communications need, help discern the framing opportunities that may be missed by traditional communications and marketing approaches, and consult quickly on other aspects of communications strategy. FrameCoaching is offered on a retainer model, with a bank of hours established and time billed against it at cost. Statement of Fees and Expenses -20 Technical Assistance hours, billed at $200 an hour · $4,000 TOTAL . $4,000 Including prep and travel time for 2 meetings, and availability for follow-up Concluding Thought We are thrilled to be able to partner with you in this important initiative. Please do not hesitate to contact us with any additional requests for information, and we look forward to continuing the conversation about how our work might support yours. Respectfully submitted by: Dr. Anna Marie Trester The Frameworks Institute atrester@frameworksinstitute.org (202) 888-1508 2 About the Frameworks Institute The Frameworks Institute is an independent nonprofit research organization founded in 1999 to advance the nonprofit sector's communications capacity by identifying, translating and modeling relevant scholarly research for framing the public discourse about social problems. Its staff of Ph.D. level anthropologists, linguists, sociologists and political scientists use an innovative mix of theories and research methods from the cognitive and social sciences to discover and document the effects of frames on policy attitudes and to help translate the views of experts to their publics. In so doing, Frameworks has pioneered an approach to communications that shapes everyday public discourse on social issues across the country and around the world. Strategic Frame AnalysisR is embedded in the curriculum of major universities in the US and abroad and is widely used across the nonprofit sector. Frameworks' narratives have been used by some of the most influential policy voices in the country and our recommendations are visible in forums as disparate as federal legislation and exhibit language in zoos and aquariums nationwide. Honoring its nonprofit mission, Frameworks publishes its work on its website (frameworksinstitute.org) as well as in popular and peer reviewed journals. The organization also offers strategic guidance and high-impact professional learning opportunities for leaders in the public and nonprofit sectors. Because Frameworks pedagogical approach addresses the unique needs of adult learners in approaching this new body of work, it is able to point to entire coalitions of nonprofits, scientists, and policy advocates who have adopted Frameworks language, implemented its recommendations and become master framers of their issues to good effect. Over the course of fifteen years, Frameworks has built institution that is highly regarded in the nonprofit and philanthropic sectors and has contributed to the development of a community of active framers who access and use framing research to elevate public discourse and inform efforts to advance greater social justice. 3 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: Community Services Project Manager: Susan Andrade-Wax Contractor Name: Frameworks Institute Extension: 3 ~1) to enter text. Contractor's Contact: Click here to enter text. Contact's Email: Click here to enter text. □ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED DEPARTMENT DATE 1 Project Manager a. Email PINS Introductory Notice to Contractor CltLk here to enter a c.bte. b. Email contract (in Word) and attachments to City Click here to Attorney c/o Laraine.Gittens@cityofsanrafael.org cnte, cl <.Lite. 2 City Attorney a. Review, revise, and comment on draft agreement 10/29/2018 and return to Project Manager ( Itek here to b. Confirm insurance requirements, create Job on enter .i date PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 11/1/2018 contractor 4 Project Manager Forward three (3) originals of final agreement to 11/1/2018 contractor for their signature 5 Project Manager When necessary, contractor-signed agreement ~ N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Vv~ ·. ,, -::r \'y Attorney with printed copy of this routing form OY 1~,~~l ~Cl)yY)fr-C\ 7 City Attorney Review and approve hard copy of signed l1 ll'it,t agreement 8 City Attorney Review and approve insurance in PINS, and (for Public Works Contracts) 0 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager \\ 1-, \ i REVIEWER Check/Initial □ □ ~ LMM ~CGQ □