HomeMy WebLinkAboutCS 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
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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.
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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
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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.
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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:
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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
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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
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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.
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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
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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.
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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
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