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HomeMy WebLinkAboutED Downtown San Rafael Arts District Strategic Plan Consulting ServicesAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND MISSION MET LLC FOR DOWNTOWN SAN RAFAEL ARTS DISTRICT STRATEGIC PLAN CONSULTING SERVICES This Agreement is made and entered into as of Jan 9, 2024 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and MISSION MET LLC, an Ohio limited liability company (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." 13�[�7 � 1►:� 1fy A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "SCOPE OF SERVICES"; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT 1. SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled "SCOPE OF SERVICES." CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated July 31, 2023 ("Proposal") set forth in 1,:x1ii1)it :%,, which constitutes the basis for this Agreement. 2. COMPENSATION. In consideration for CONSULTANT's complete performance of Services, CITY shall pay Rev. 08.22 CONSULTANT for all materials provided and services rendered by CONSULTANT a fixed fee, as further described in Exhibit A, in an amount of $18,500. CONSULTANT will bill City for Services provided by CONSULTANT, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City's receipt of invoice. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on September 19, 2023 of this Agreement and terminate on September 19, 2024. 4. PROJECT COORDINATION. A. CITY'S Project Manager. The Economic Development Director 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. Eric Ryan 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. 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 parry'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 and any and all of CONSULTANT'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. 08.22 2 6. 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 sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 7. 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. 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. 9. INSURANCE REQUIREMENTS. During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, 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' 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, 08.22 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 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. 11. 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. 12. 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. 13. 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. 08.22 4 14. 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: Economic Development Director Micah Hinkle 1400 Fifth Avenue San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Eric Ryan, Partner 29 E Carpenter Athens, OH 45701 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. 16. 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. v 08.22 17. 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, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. 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. 19. 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. 20. 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, and 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). 21. 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. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of 08.22 6 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. [Signatures are on the following page.] 08.22 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: Crrti:`ine- A�iaviclz CRISTINE ALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney i By: GENEVIEVE COYLE, Assistant City Attorney ATTEST: City Clerk Brenna nlarmi (far) Brenna Nurmi (for) (Jan 10. 2024 07:55 PST) LINDSAY LARA, City Clerk 08.22 8 CONSULTANT: By: Name: Eric Ryan Title: Co-owner [If CONSULTANT is a corporation, add signature of second corporate officer] By: Name: Title: EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT's proposal, which is attached to this Exhibit A. Rev. 08.22 A-1 mission met August 17, 2023 Elisabeth Setten Downtown San Rafael Arts District PO Box 151050 San Rafael, CA 94915 Dear Elisabeth: Thank you for your email from August 17 stating that the DSRAD committee has approved the proposal on the following pages. I look forward to serving you and the DSRAD team. Please sign the agreement on page 5 and return at your earliest convenience. Sincerely, Eric Ryan 415-710-1566 www.missionmet.com Exhibit A Revised Strategic Planning Proposal - July 31, 2023 Services I propose providing the following strategic planning process: Step is Champion - Conduct a Strategic Planning Kickoff Meeting With the DSRAD Strategic Planning Committee that Will Champion the Process Step 2: Assess - Conduct an Organizational and Community Assessment Step 3: Plan - Create a Strategic Plan Step 4: Execute - Provide Follow-up Support Step 1 Prepare - Conduct a Strategic Planning Kickoff Meeting with the DSRAD Strategic Planning Committee that Witt Champion the Process I would facilitate a two-hour in -person meeting with the DSRAD Strategic Planning Committee to review the strategic planning process. The primary outcomes of the meeting would be to: a. Create an aligned mindset and understanding of what strategic planning can do for the DSRAD over the long-term b. To acquire feedback regarding the proposed strategic planning process and make adjustments as needed and able Step z: Assess - Conduct an Organizational and Community Assessment a. Document Review I would first review any foundational documents - grants, goals, bylaws, etc. - that serve as a foundation for how DSRAD operates. In particular, I would review: • The California Arts Council Next Five Years Report • The San Rafael Econornic Development Strategic Plan • DSRAD's grant application to the California Arts Council • The California Arts CounciI's Strategic Framework b. One-on-one Interviews Next, I would conduct one-on-one, confidential, Zoom -based interviews with each of the six DSRAD leaders. The interviews would take between thirty minutes and an hour. The key questions that I'd likely ask are: • With as much detail as possible, paint a picture of the organization in five years. • Regarding your vision (a), what are the barriers to that vision? • Regarding the barriers (b), what, specifically, should be done to overcome those barriers? • What role and responsibility do you envision for yourself and your organization in DSRAD going forward? c. Community Outreach: Stakeholder Interviews and Focus Groups To create/strengthen partnerships and acquire relevant ideas/information about the Downtown San Rafael Arts District, I would conduct a set of interviews and focus group sessions with key stakeholders: • Ten Stakeholder Interviews: I would conduct up to ten one-on-one Zoom -based interviews with key stakeholders. • Five Focus Groups: I would conduct five Zoom -based focus groups of up to six persons each. (Draft set of "five" groups - Economic Development, Youth, Art Adults, Other Arts Orgs, LatinX/BIPOC (integrated throughout?), Community Audience) The interviews and focus groups would engage up to forty persons within the community. I would work with the DSRAD strategic planning committee to identify the List of stakeholder interviews and the composition of the focus groups. d. Conduct Arts District Research I would conduct basic research on the key factors that support successful Cultural Arts Districts by reviewing relevant documents such as those provided by Americans for the Arts and the California Arts Council, and articles Like this. Further, these documents would be organized for DSRAD leaders to access and review for their own study. 2 Step: Plan - Create a Strategic Plan I Would serve as a consultant and facilitator that Leads to a focused strategic plan, Given the newness and small size of the organization, I Would ensure that the format, size, and complexity of the plan is the best practical match for the organization's capacity. The plan Would have the following basic structure: A. Compass a. Mission Statement b. Vision Statement c. Strategic Priorities B. Actions a. Small set of focus areas (i.e., programs, operations, board development, etc.), each With a three-year vision for success b. One-year goals for each focus area, possibly With supporting action items c. Due dates and persons responsible The plan Would be captured in either strategic planning software or a Word/Google document. (Our software is something that most of our clients use but We'LL need to discuss this further. There is no impact on the fees Whether you use the software or not.) Further, wed identify two persons that would serve as the "overaLL" champions of the strategic plan, ensuring that the plan is well -executed over time. Wed arrive at the plan as follows: A. Create Assessment and Set of Recommendations I would analyze and synthesize the information that I learned in the organizational assessment process (see Step z, prior page) into a slide -based report and set of recommendations for the strategic plan. B, Conduct Half -Day Planning Session #1 I would facilitate a half -day planning session with the DSRAD leaders where I'd share my analysis and recommendations, solicit feedback, and promote discussion. After the meeting I would use the feedback to make revisions to my analysis and recommendations, as needed. It's possible that the DSRAD Leaders will also have some work to do following the meeting, such as revising a mission and vision statement, clarifying priorities, refining three-year visions, goal-writing/editing, etc, 3 C. Conduct Half -Day Planning Session #2 Two weeks after the first planning session (item B, above), I'd facilitate a second session where Wed finalize the plan, clarifying due dates and persons responsible. Step 4 Execute - Provide Follow-up Support As a new organization, the plan creation and execution process would be a new organizational process that will take commitment and discipline to execute well. As such, I would serve as a coach and consultant by conducting four Zoom -based calls with the overall plan champions over the course of one year, Timeline Steps 1-3 in this process would take place over a three-month period. Step 4 would take place over the twelve months after the plan is created. 4 Fees The fee for these services is $18,500. Invoice #1- September 15, 2023 Invoice #2 - January 15, 2023 Agreement $9 250 $9 250 Signing beLoW indicates that the client and consultant Will put forth a good faith effort to implement this scope of Work. Elisabeth Setten, Downtown San Rafael Arts District Eric Ryan, Mission Met LLC Date Date August 17, 2023 5 About Mission Met Summary Strategic planning for nonprofits and mission -driven organizations is the sole focus of Mission Met. In fact, our mission is to make strategic planning simpler and more effective for mission -driven leaders. Our approach has been created over two decades based upon feedback from our customers and the work of numerous management and leadership thinkers (Pat Lencioni, Jinny Ditzler, Stephen Covey, Jim Collins, Peter Drucker, etc.). We believe that strategic planning • Must be approached as a continuous improvement process, not an event • Should be pragmatic and user-friendly • Success is especially dependent upon the ongoing leadership of two or three key team members that we call "overall champions" • Is most effective when numerous members of the staff and board are engaged • Practical software catalyzes how teams capture, communicate, and track progress on their plan Lead Consultant — Eric Ryan The consulting team is led by Eric Ryan. Eric is a co-founder of Mission Met and is a national Leader in the field of strategic planning for nonprofits. He has founded a nonprofit, been an executive director, and served on many nonprofit boards. He's been a consultant for twenty-six years and has provided strategic planning guidance and services to over 200 organizations. He is the author of Mission Met. Proven Strategic Planning Guidance to Help You Build a Financially Secure and Impactful Nonprofit. He has created a nonprofit strategic planning course and is a designer of strategic planning software for nonprofits. Organizations We've Served We have provided strategic planning services to several arts -related organizations, some of which are: • Art Works Downtown • Arts Council of Santa Cruz County • BATS Improv • Dairy Barn Arts Center • Lorraine Hansberry Theatre • Pajaro Valley Arts • Ruby's Clay Studio • Teton Arts Testimonials and a more complete set of clients can be found on our website. Some Differentiating Qualities of Mission Met We're Mission -driven Nonprofit Leaders We got into our work because we're driven to make a difference. As such, our mission is to make strategic planning simpler and more effective for mission -driven leaders, Like you. Our consultants are experienced nonprofit leaders: executive directors, board chairs, program leaders, etc. They have empathy for the challenges that it takes to run a nonprofit. We understand the nuances of boards of directors, the ups and downs of fundraising, and the pressure of the never-ending set of tasks that nonprofit Leaders have to address. We're Experienced Strategic Planning Specialists We've created hundreds of strategic plans for nonprofits. We've written a nonprofit strategic planning book, created an online strategic planning course, and developed nonprofit strategic planning software that is being used by thousands of Leaders around the world. Nonprofit strategic planning is our sole focus. Our Proven Four -step Process We have created a special four -step planning process that mitigate many of the challenges of nonprofit strategic planning. Called the CAPE Cycle, the process leads to the creation of a "rolling plan" that always stays relevant. In this approach you create your core strategic plan once and revise it annually so that your plan addresses your current challenges and opportunities. This approach helps your organization save money on the strategic planning process while staying nimble in pursuit of your Long-term vision. Step is Champion / Step 2: Assess / Step 3: Plan Step q: Execute By approaching strategic planning as a cycle -- as opposed to an event -- we'll help ensure that the strategic plan will be a living and breathing guide that will be measured and revised over time. (You can learn more about this in our CAPE Cycle video.) 7 We Leverage the Power of Software In 2015 we launched our strategic planning software, specifically designed for small and medium-sized nonprofits. Since then we've seen hove the software has made our clients' strategic planning much more organized, easier to communicate, and made the measurement and reporting of the plan much faster and simpler. The software has been a game -changer for our clients' strategic planning effectiveness. We Provide a Special Focus on Executing the Plan We've learned that the primary problem with nonprofit strategic planning is typically the poor execution of the plan. As such we've created several tools to overcome that problem - We work closely with the organization's leaders to strengthen a mental model that strategic planning is an ongoing process, not an event - We provide follow-up coaching and support once a plan is completed - We offer monthly "office hours" that are free to our clients - Our software provides optional automated reminders to help people on the team stay up-to-date on the plan - We provide calendar templates for your team to establish an ongoing cadence of measuring and tracking your plan Simple and Practical Two -section Plan If you're not careful, strategic planning can become an overly complex quagmire. With that in mind, we've created a simple two -section strategic plan format that is easy to understand and communicate. Further, we have developed a practical three-part planning Logic that includes a three-year vision, one-year goals, and short-term action items. EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. 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. Automobile liability. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. 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 right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. Workers' compensation. If it employs any person, CONSULTANT shall maintain workers' 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 workers' compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. 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 workers' 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 Rev. 08.22 B-1 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 insurance, the insurance policies shall include, contractual liability and personal injury. liability insurance or workers' compensation in their text or by endorsement, coverage for 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. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 08.22 B-2 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR's. Any deductibles or self -insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY 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 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 the CITY. 08.22 B-3 Mission Met PSA for Downtown San Rafael Arts District Strategic Plan Consulting Final Audit Report 2024-01-10 Created: 2024-01-10 By: Laraine Gittens (laraine.gittens@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAA-SPkDVr1k2d-ypg2GOhMpUknvBUBTks9 "Mission Met PSA for Downtown San Rafael Arts District Strateg is Plan Consulting" History Document created by Laraine Gittens(laraine.gittens@cityofsanrafael.org) 2024-01-10 - 0:18:21 AM GMT- IP address: 199.88.113.8 E'► Document emailed to Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) for signature 2024-01-10 - 0:20:31 AM GMT Email viewed by Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) 2024-01-10 - 0:25:14 AM GMT- IP address: 104.47.64.254 4 Document e-signed by Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) Signature Date: 2024-01-10 - 0:26:52 AM GMT - Time Source: server- IP address: 199.88.113.8 E'' Document emailed to Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) for approval 2024-01-10 - 0:26:53 AM GMT Email viewed by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) 2024-01-10 - 0:27:29 AM GMT- IP address: 104.47.64.254 d© Document approved by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) Approval Date: 2024-01-10 - 0:27:35 AM GMT - Time Source: server- IP address: 199.88.113.8 E'y Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-01-10 - 0:27:36 AM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-01-10 - 3:14:22 AM GMT- IP address: 104.47.64.254 bQ Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-01-10 - 3:15:12 AM GMT- IP address: 73.170.251.162 0 Adobe Acrobat Sign &o Document e-signed by Cristine Alilovich(cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-01-10 - 3:15:14 AM GMT - Time Source: server- IP address: 73.170.251.162 C'-. Document emailed to brenna.nurmi@cityofsanrafael.org for signature 2024-01-10 - 3:15:16 AM GMT Email viewed by brenna.nurmi@cityofsanrafael.org 2024-01-10 - 3:55:33 PM GMT- IP address: 104.47.64.254 6© Signer brenna.nurmi@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-01-10 - 3:55:53 PM GMT- IP address: 199.88.113.8 is a Document e-signed by Brenna Nurmi (for) (brenna.nurmi@cityofsanrafael.org) Signature Date: 2024-01-10 - 3:55:55 PM GMT - Time Source: server- IP address: 199.88.113.8 0 Agreement completed. 2024-01-10 - 3:55:55 PM GMT 0 Adobe Acrobat Sign