HomeMy WebLinkAboutCM Reusable Takeaway Container Program Pilot Program 2021AGREEMENT FOR PROFESSIONAL SERVICES
FOR REUSABLE TAKEAWAY CONTAINER PROGRAM PILOT PROJECT 2021
This Agreement is made and entered into this C/ day off , 2021, by
and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and PAUL LIOTSAKIS, doing
business as SPARKL Reusables (hereinafter "CONSULTANT").
RECITALS
WHEREAS, the CITY has a Zero Waste goal of keeping 94% of waste out of landfill by
2025; and
WHEREAS, the CITY wishes to expand a pilot program to reduce single -use takeout plastic
containers, has conducted research and established two pilot programs, and is currently engaged in a
pilot with Whole Foods Market in San Rafael and another with the County of Marin and Vivalon;
and
WHEREAS, the prior pilot programs were disrupted due to the impacts of COVID-19 and
subsequent County Health Department restrictions, and such restrictions have been loosened; and
WHEREAS, the CITY has a grant from Zero Waste Marin to conduct waste diversion
projects and educational activities to ftilly fund the agreement herein;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. The Sustainability Program Manager, Cory Bytof 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. CONSULTANT'S Project Director. CONSULTANT shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONSULTANT. Paul Liotsakis is hereby designated as the PROJECT DIRECTOR
for CONSULTANT. Should circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall
notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONSULTANT.
CONSULTANT shall perform the duties and/or provide services as described in
CONSULTANT's Scope of Work Proposal (SOW) dated June 25, 2021, attached hereto as Exhibit
"A" and incorporated herein.
DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties
prescribed in Exhibit "A" attached.
4. COMPENSATION.
For the full performance of the services described herein by CONSULTANT,
CONSULTANT shall be paid a not -to -exceed amount of $30,500.00, including all expenses. It is
understood and agreed by the parties that payment of compensation hereunder shall be made as
follows: CONSULTANT shall submit itemized invoices to CITY for payment in three installments,
an initial payment in August 2021, and two subsequent payments upon implementation of additional
sites as described in Exhibit "A" attached. CITY shall remit payment within 30 days of receipt of
approved invoices. Funding for this contract is from the CITY's annual Zero Waste Marin grant.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONSULTANT.
TERM OF AGREEMENT.
The term of this Agreement shall commence upon the date of execution of this Agreement
and shall end on July 31, 2022. 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 (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 CONSULTANT shall be delivered to CITY as soon as possible, but not later than thirty
(30) days after termination.
Revised 1/29/2020
7. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONSULTANT in connection with
the performance of its duties under this Agreement, shall be the property of CONSULTANT. CITY
shall not use any documents or materials without express written consent of CONSULTANT.
8. INSPECTION AND AUDIT.
Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONSULTANT in connection with
its performance of its duties under this Agreement. CONSULTANT 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, CONSULTANT 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 CONSULTANT's performance of services under this Agreement.
Where CONSULTANT is a professional not required to have a professional license, CITY reserves
the tight to require CONSULTANT to provide professional liability insurance pursuant to this
section.
4. If it employs any person, CONSULTANT 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. CONSULTANT's worker's compensation insurance shall
be specifically endorsed to waive any right of subrogation against CITY.
Revised 1/2912020
B. Other Insurance Requirements. The insurance coverage required of the
CONSULTANT 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 additional insureds (for both ongoing and completed
operations) under the policies.
2. The additional insured coverage under CONSULTANT'S insurance policies
shall be "primary and noncontributory" 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 CONSULTANT'S policies shall be at least as broad as
ISO form CG20 0104 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, CONSULTANT hereby grants to CITY
a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against
CITY by virtue of the payment of any loss under such insurance. CONSULTANT 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
CONSULTANT under this agreement.
Revised 1/29/2020
C. Deductibles and SIR's. Any deductibles or self-insured retentions in
CONSULTANT'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 CONSULTANT shall procure a bond guaranteeing payment of losses and
related investigations, claims administration, attorney's fees and defense expenses.
D. Proof of Insurance. CONSULTANT 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 CONSULTANT. 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., CONSULTANT 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 CONSULTANT'S performance of its
obligations or conduct of its operations under this Agreement. The CONSULTANT'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 CONSULTANT'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
CONSULTANT's work or work product by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the
event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from CONSULTANT'S performance of or operations under this Agreement,
CONSULTANT 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 CONSULTANT 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, then, to the extent permitted by law including without limitation, Civil
Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the
CITY and its officers, officials, and employees (collectively City Indemnitees) from and against
Revised 112912020
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 CONSULTANT, 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.
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.
CONSULTANT 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.
CONSULTANT 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. CONSULTANT shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONSULTANT 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 CONSULTANT 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:
Revised 1/29/2020
Cory Bytof
Sustainability Program Manager
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94901
Cory.bytof a,cityofsanrafael.org
TO CONSULTANT's Project Director: Paul Liotsakis
Project Manager
Sparkl Reusables
621 Taylor Avenue
Alameda, CA 94501
(415) 637-2339
paul@sparklsfbay.com
16. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees of
the CITY. CONSULTANT and CITY expressly intend and agree that the status of
CONSULTANT, 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 CONSULTANT 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 CONSULTANT 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.
CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT
under this Agreement, any monies which CONSULTANT owes CITY under any ordinance,
Revised 112912020
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 terns 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.
CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code CONSULTANT 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 CONSULTANT has provided CITY with a completed
Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).
22. SURVIVAL OF TERMS.
Any terms of this Agreement that by their nature extend beyond the term (or termination) of
this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective
successors and assigns.
23. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed by electronic signature and 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 day, month
Revised 1'29.2020
and year first above written.
CITY OF SAN RAFAEL
JI SCH TZ, City 71er
ATTEST:
"of
err LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
�VQL;�-
?'%ROBERT F. EPSTEIN, City Attorney
Revised 112912020
CONSULTANT
7/27/21
Name: PAUL LIOTSAKIS
Title: Founder and CEO
[If CONSULTANT is a corporation, add signature of
second corporate officer]
Name:
Title:
Proposal Date: January 1, 2020
SPARKL
REUSABLES
Continuation of REUSE Outreach, Waste Diversion & Pilot Program
Implementation in the City of San Rafael (January - July)
SPARKL Introduction:
SPARKL Reusables is a leader in the implementation of reuse and zero waste systems in the SF Bay Area. As
an early pioneer with over 6 years of feet -on -the -ground experience, our team is dedicated to chipping away at
today's throw -away culture and ushering in an era of sustainable circular systems. We do this through
outreach, education, program design and deployment. We work in partnership with municipalities,
corporations, food vendors, customers and community organizations. Our behavior -shifting pilots have
prevented over 12,000 disposables from entering the waste stream and have exposed thousands to the
concept of reuse. For more information, please visit www.sparksfbay.com.
Scope:
SPARKL proposes to use funding provided via a partnership with the City of San Rafael to procure SPARKL
services for 6 months to conduct the following tasks:
1. Continue building on the private -public partnership with the Whole Foods Market (WFM) San Rafael to
meet the goals and requirements identified by them that constitute a successful reusables pilot.
2. Concurrently build on this momentum by adding 1-2 additional restaurants in downtown San Rafael
3. Conduct community -wide outreach and engagement to increase reuse awareness, increase Sparkl
memberships, and increase Sparks usage rates.
Tasks
Task associated with this Scope of work include:
• Establish & manage a high school internship program to conduct in-store reuse outreach & education
• Manage County Health Department compliant wash site and pick up and delivery operations
• Engage users through monthly email communications or more frequently if needed
• Organize a community meeting inviting environmental advocates to help with getting the word out about
reusables program and recruit users and local restaurants to participate.
• Create a program for select local vendors to offer reusables, including id and target market customers
• Deploy drop boxes at one - two new locations downtown
• Add and maintain a SPARKL web page with San Rafael vendors
• Service Drop Boxes and Vendors downtown (minimum once weekly)
• Research and implement technology options for checking containers in and out of vendors/dispenser.
• Monthly reporting to Whole Foods Market of metrics related to reuses.
• Run 2 Facebook ads
• Maintain/Repair and Improve SPARKL dispenser at WFM
• Create collateral and signage
• Alter dispenser design and create a How-to sign or video per store manager recommendations
Objectives:
• Achieve 250 ongoing reuses per month
• Directly engage a minimum of 75 WFM customers/week to shift behavior towards reuse
• Indirectly engage a minimum of 4,000 SR residents regarding SPARKL's WFM pilot program
• Sign up a minimum of 1 new SPARKL vendor/restaurant in downtown San Rafael
• Establish a minimum of 1 new drop site in downtown San Rafael
EXHIBIT
• Promote City of San Rafael climate action goals
• Establish an ongoing closed loop reuse system
• Reduce Single Use Disposables entering City of San Rafael waste stream
Budget: (20 Weeks)
Timeline
Task
Hours/Units
Rate*
Total
January - February
Establish a student internship program to conduct reuse
outreach and education
8
$80.00
$760.00
January -
May 31st
Manage wash site and pick up and delivery operations for
quality control (.5/wk x 20 wks)
10
$80.00
$800.00
February -
May 31 st
Manage Interns, conduct weekly in-store outreach
(6hrs/wk x 15 weeks) + achievement bonuses & rewards
90
$80.00
$7,200.00
January -
May 31st
Engage users with monthly emails or more frequently if
needed 2/hrs/month min.
10
$80.00
$800.00
February
Organize a community meeting inviting environmental
advocates to help with getting the word out about SPARKL
& to help recruit users and local restaurants to participate.
8
$8000
$640.00
February -March
Create a program for select local vendors to offer
reusables, recruit vendors, id customer demographics
10
$8000
$800.00
March
SPARKL web page with vendors
8
$8000
$640.00
February - March
Research and implement technology options for checking
containers in and out of vendors/dispensers.
25
$8000
$2,000.00
February -
May 31st
Monthly reporting to Whole Foods Market of metrics
related to reuses. (3hrs/month x 4 months)
12
$80.00
$960.00
March - May 31st
Run 2 Facebook ads ($5/day x 90 days)
90
$5.00
$450.00
February - May 31 st
Create and print marketing collateral (flyers & signage)
$600.00
February - March
Deploy drop boxes at one-two locations downtown
2
$200
$400.00
March -May 31 st
Service Drop Boxes and Vendors downtown (weekly)
16
$35
$560.00
January - May 31st
Maintain/Repair & Improve SPARKL dispenser at WFM
8
$80
$640.00
March
Contribute to a How-to Video and signage
5
$80
$400
June - July
Fee for Service Payments to Casa Allegra & Rodef
Sholom
2
150
May - June
Accounting for inventory loss ($5/container)
$5
TBD
March - July
Weekly Team Meetings between SPARKL and SR Teams
34.5
$80
February - July
Provide monthly reporting w/ metrics, user feedback &
recommendations"
.5
80
TOTAL I I $17,650
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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: City Manager
Project Manager: Cory Bytof
Extension: 3407
Contractor Name: Paul Liotsakis, Sparkl SF Bay
Contractor's Contact: Paul Liotsakis
Contact's Email: paul@sparklsfbay.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
a. Email PINS Introductory Notice to Contractor
DATE
Check/Initial
1
Project Manager
❑
b. Email contract (in Word) & attachments to City
CB
Atty c/o Laraine.Gittens@cityofsanrafael.org
❑X
2
City Attorney
a. Review, revise, and comment on draft agreement
3/30/2020
❑X LG
and return to Project Manager
3/30/2020
® LG
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3
Project Manager
Forward three (3) originals of final agreement to
❑
contractor for their signature
When necessary, * contractor -signed agreement
❑x N/A
4
Project Manager
agendized for Council approval
❑
*PSA > $20,000; or Purchase > $35,000; or
Or
Public Works Contract > $125,000
Date of Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
5
Project Manager
Forward signed original agreements to City
Attorney with printed copy of this routing form
6
City Attorney
Review and approve hard copy of signed
to//wzf
agreement
`/2l
7
City Attorney
Review and approve insurance in PINS, and bonds
City Manager/ Mayor
(for Public Works Contracts)
/24h•tT
8
Agreement executed by Council authorized official
Mv
City Clerk
9
Attest signatures, retains original agreement and
forwards copies to Project Manager