HomeMy WebLinkAboutCM Facilitation & Innovation ConsultingAGREEMENT FOR PROFESSIONAL SERVICES
FOR FACILITATION AND INNOVATION CONSULTING SERVICES
This Agreement is made and entered into this 15t day of November, 2017, by and between
the CITY OF SAN RAFAEL (hereinafter "CITY"), and CivicMakers LLC (hereinafter
"CONTRACTOR").
RECITALS
WHEREAS, the CITY is in need of a consultant who can assist staff with facilitation and
innovation consulting and the associated employee education and change management; and
WHEREAS, CONTRACTOR is an innovation and communications firm that specializes
in facilitation and innovation consulting and community engagement and can perform such services;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. 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 "A" attached and incorporated herein.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as
described in Exhibit "A" 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 "A" attached and incorporated herein, in a total
amount not to exceed $19,785.00.
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 one (1) year commencing on October 15, 2017 and
ending on October 15, 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
six (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.
8. 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 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.
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 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 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 0104 13.
3. Except for professional liability insurance, the insurance policies shall
include, in their text or by endorsement, coverage for contractual liability and personal injury.
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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.
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
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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.
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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:
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.
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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
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.
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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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
J SC Z,
Ci"ager
ager
ATTEST:
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
ROBERT F. EPSTEIN, ity Atto ey
CONTRACTOR
By: U D 1 g�OW Yl
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Title: II I ET l "Nc+ ��I Gl✓F-
Exhibit A
CivicMakers + City of San Rafael
Toward a More Responsive, Human -Centered Local Government
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.
Phase III - Pilot Learning Lab, Evaluation, and Ongoing Advising
Drawing on input from the core team and advisory committee, we will finalize the Learning Lab
curriculum and conduct the `Pilot' Learning Lab 1 (Foundational Workshop), All -employee Training 1
(Project Management), and Lab 2 (Prototyping and Testing) with 25 - 30 staff from across departments
and levels in the organization. Phase III also entails ongoing support of the core team in rolling out the
employee engagement survey results and communications, collateral and infrastructure to support
participant onboarding.
Project Budget
• Communications & Engagement:-----------------------------------------------------------$3,350
Consultation on rollout of Employee Engagement survey results and employee
appreciation activities
❑ Advise on tools for ongoing communications and measurement of progress
o Development of communications materials, including course descriptions, forms,
presentations, one -pagers, emails, timelines and points of engagement
Guidance on communications with Advisory Committee and agenda building for small
work group meetings
• Final Learning Lab Curriculum Development: -----------------------------------------$4,775
Analyze and synthesize inputs from Phase II
Finalize design of Employee Training curriculum, including outline of each teaching
module
c Working sessions to finalize curriculum and schedule of Pilot Learning Lab with Project
Management Team
❑ Assistance with vetting and assembling pilot Learning Lab participant group
❑ Assistance with scheduling, room requirements, and needed materials
OCivicMake�
Exhibit A
• Pilot Employee Learning Lab:----------------------------------------------------------------$8,700
Facilitation of Lab 1 (includes prep, facilitation, travel and support for teams)
Facilitation of All -employee Training 1 (includes prep, facilitation, travel and support
for teams)
Facilitation of Lab 2 (includes prep, facilitation, travel and support for teams)
• Project Management:----------------------------------------------------------------------------$2,960
Includes regular check-in calls, organization, and client updates
TOTAL: $19,785
Cov cMakers
Exhibit A
Project Team
Lawrence Grodeska - Project Director
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 15 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.
Judi Brown - 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 multidisciplinary 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.
Cristelle Blackford - Assistant Project Manager
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
C'vicMakers is an innovation and engagement 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
• 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.
OCMcMakers
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 LLC
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
Project Manager
a. Email PINS Introductory Notice to Contractor
10/09/17
b. Email contract (in Word) & attachments to City
Atty c/o Laraine.Gittens@cityofsanrafael.org
a. Review, revise, and comment on draft agreement
City Attorney
10/10/2017
LAG
and return to Project Manager
10/10/2017
LAG
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
Project Manager
Forward three (3) originals of final agreement to
10/26/2017
contractor for their signature
Project Manager
When necessary, * contractor -signed agreement
N/A
agendized for Council approval
*P5A > $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
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Project Manager
Forward signed original agreements to City
10/27/17
EPR
Attorney with printed copy of this routing form
City Attorney
Review and approve hard copy of signed
agreement
City Attorney
Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
City Manager/ Mayor
Agreement executed by Council authorized official
Attest signatures, retains original agreement and
City Clerk
forwards copies to Project Manager