HomeMy WebLinkAboutCM CivicMakers Digital Service Design ConsultingAGREEMENT FOR PROFESSIONAL SERVICES
FOR DIGITAL SERVICE DESIGN CONSULTING SERVICES
This Agreement is made and entered into this I day of June, 2018, by and between the
CITY OF SAN RAFAEL (hereinafter "CITY"), and CivicMakers (hereinafter
"CONTRACTOR").
RECITALS
WHEREAS, the CITY has previously worked with CONTRACTOR to create and
facilitate a human -centered design pilot training program called the "Learning Lab," focused on
employee engagement as a means to improve the customer experience for residents; and
WHEREAS, the CITY is in need of a consultant to help design the next cohort of
employees to participate in the Learning Lab program and to facilitate cross -departmental teams
working on implementation of the ideas stemming from the pilot cohort;
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:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. The Senior Management Analyst, Rebecca Woodbury
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.
3. 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 $9,935.00.
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 3 months commencing on June 1, 2018 and ending
on August 31, 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.
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.
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 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 hundred thousand dollars
($100,000) 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 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.
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.
3. Except for professional
insurance, the insurance policies shall include,
contractual liability and personal injury.
liability insurance or worker's compensation
in their text or by endorsement, coverage for
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
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. 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.
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
expressly incorporated by reference, represent the entire Agreement of the parties with respect to the
6
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 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
n. 1.2�Q 4 S
JI SCHU Z, City Manager
ATTEST:
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LINDSAY LARA, I#e City Clerk
APPROVED AS TO FORM:
ROBERT F EPSTEIN City A�trney
CONTRACTOR
By
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Name: �u BF -0 W N
Title: Ch, EF l onpac-4 O�Piczp-
CMcMakers
City of San Rafael: Program and Process Design
Scope of Work
Overview
Throughout 2017, CivicMakers had the privilege of working closely with the City of San
Rafael to design a custom training program focused on employee engagement as a means
to improve the customer experience for residents. What came to be known as the
"Learning Lab" is part of a larger effort to instill a culture of innovation within the City by
allowing for cross -departmental teams to apply a creative problem -solving process to
shared challenges.
The CivicMakers team is excited to continue our partnership in the second half of 2018 to
provide coaching, facilitation, design and process improvement services according to our
understanding of current needs. Below is a Scope of Work with Tasks and Deliverables.
Tasks
Program Design & Process for Sourcing Challenges
(June - Aug, 2018)
Using inputs from debriefs for the Pilot Learning Lab, the
CivicMakers team will collaborate with City staff to design the
next iteration of the Learning Lab.
1. Review inputs and debriefs from Pilot Learning Lab
Workshop evaluations and prior materials, in
consultation with City staff.
2. Design Learning Lab 2.0
Annotated agendas, materials and timelines
3. Challenge Sourcing
Work with City staff to determine a feasible, viable and
desirable process for sourcing challenges
Deliverables
Task 1 Total: $4,550
• DRAFT timeline, topics
and agendas for
Learning Lab 2.0
• FINAL agendas and
materials for Learning
Lab 2.0
■ DRAFT process for
sourcing challenges
• FINAL process for
sourcing challenges,
including materials &
worksheets
Exhibit 1
Working Sessions with Learning Lab Pilot and
Implementation Teams
(July - Aug, 2018)
4. Design working sessions
Work with City staff to provide support for Learning
Lab Pilot and Implementation Teams
5. Facilitate working sessions
Facilitate six (6) working sessions up to 2 hours each
Project Management Total: $525
(June - Aug, 2018)
Weekly calls and other project management support, as needed.
TOTAL BUDGET: $9,935.00
Project Team
Task 2 Tota $4,860
• DRAFT agendas for
working sessions
• FINAL agendas for
working sessions
• Collection of inputs
for overall program
design from working
sessions
Our core team is a group of highly experienced, deeply motivated human beings who are
thinking big about how to accelerate impact for public agencies through strategy,
innovation, and engagement. We meaningfully engage diverse groups through a
combination of online and offline techniques to create strategies that meet needs,
engender ownership, and improve outcomes for public agencies. We are communicators
and storytellers, facilitators and organizers, researchers and project managers.
Our team for this project includes:
Judi Brown
Project Manager/
Lead Facilitator
Cristelle Blackford
Facilitator
OCivicMakers
Jim Rettew
Facilitator
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: Civic Makers
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
Project Manager
a. Email PINS Introductory Notice to Contractor
DATE
Check/Initial
1
Click here to
enter a date.
b. Email contract (in Word) & attachments to City
Click here to
Attyc/o Laraine.Gittens@cityofsanrafael.org
-i .1-f ,
❑
2
City Attorney
a. Review, revise, and comment on draft agreement
6/19/2018
® LG
and return to Project Manager
6/19/2018
® LG
b. Confirm insurance requirements, create Job on
Project Manager
PINS, send PINS insurance notice to contractor
3
Forward three (3) originals of final agreement to
Click f
contractor for their signature
enter a dat,,
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
Click here to
Date of Council approval
enter a date.
CONTINUE ROUTING PROCESS WITH HARD COPY
PRINT
5
Project Manager
Forward signed original agreements to City
7/5/18
City Attorney
Attorney with printed copy of this routing form
6
Review and approve hard copy of signed
-711
agreement
7
City Attorney
Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
8
City Manager/ Mayor
Agreement executed by Council authorized official
9
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager
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