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CM Inclusive Resident Engagement StrategyAGREEMENT FOR PROFESSIONAL SERVICES WITH COMMON KNOWLEDGE FOR INCLUSIVE RESIDENT ENGAGEMENT STRATEGY DEVELOPMENT SERVICES This Agreement is made and entered into this ► y kday of I V Ll 12C 2-1, by and between the CITY OF SAN RAFAEL (hereinafter 'CITY"), and COM ON KNOWLEDGE (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY has detennined that professional services are required for a two phased process for a collaboratively developed strategy for the City to continue its progress in more inclusive resident engagement; and WHEREAS, the CONSULTANT has agreed to render such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The City Manager 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. Susan Clark 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 follows: As requested by the PROJECT MANAGER, CONSULTANT shall provide inclusive resident engagement strategy development services. Part of these services shall include reviewing recent City engagement strategy documents, interviewing Councilmembers, staff and local leaders, attending standing meetings with local networks, and assembling and presenting initial recommendations per direction from the PROJECT MANAGER as outlined in the CONSULTANT'S "Collaborative Strategy Development for Inclusive Resident Engagement" dated July 2, 2021, marked as Exhibit "A," attached hereto, and incorporated herein. 3. DUTIES OF CITY. CITY shall compensate CONSULTANT as provided in Paragraph 4, and shall perform the duties as described in Exhibit "A" attached hereto and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis for services rendered at the hourly rates shown in CONSULTANT'S hourly rate section included in Exhibit "A" attached, in a total contract amount not to exceed $25,000, including reimbursable expenses. TERM OF AGREEMENT. The teen of this Agreement shall be for 12 months commencing on July 13, 2021 and ending on June 30, 2022. Upon mutual agreement of the parties, and subject to the approval of the City Manager the tenn of this Agreement may be extended for an additional period of up to 12 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. Q. 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 tennination, 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 perfonnance 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 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. 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 Revised 7/13/2021 its perfonnance 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. 10. INSURANCE. During the teen of this Agreement, CONSULTANT shall maintain, at no expense to CITY, an automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one hundred thousand dollars ($100,000) dollars per occurrence. 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 perfonnance 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 perfonned 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, Revised 7/13/2021 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 perfonnance 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 perfonnance of its duties and obligations under this Agreement. CONSULTANT shall perforin 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 by email, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if emailed, upon the date of sending the email. Notice shall be given as follows: TO CITY's Project Manager: Jim Schutz City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Email: Jim.schutz@cilyofsanrafael.org Revised 7/13/2021 TO CONSULTANT's Project Director: Susan Clark Common Knowledge Email: ssclark n,ckgrou.org 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 teens 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 terns 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 terns and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the ten -ns 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, 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 tenn, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other teen, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other teen, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or Revised 7/13/2021 owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any tern, 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 Forn W-9 (Request for Taxpayer Identification Number and Certification). 22. SURVIVAL OF TERMS. Any terns 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 and year first above written. CITY OF SAN RAFAEL JI SCH TZ, CU er Revised 7/13/2021 CONSULTANT By:Ou--X-✓1 atq��� Name: SUSAN CLARK ATTEST: O ' / V,u�; LINDSAY LARA, City Clerk APPROVED AS TO FORM: 9 ROBERT F. EPSTEIN, City ttomey Revised 7/13/2021 [If CONSULTANT is a corporation, add signature of second corporate officer] LOW Name: Title: Collaborative Strategy Development for Inclusive Resident Engagement July 13, 2021 Project Proposal prepared for Mayor Kate Colin & City Manager Jim Schutz City of San Rafael Exhibit A CommonKnowledge Project Context At the June 21, 2021 San Rafael City Council meeting, Mayor Kate Colin outlined three factors to take into consideration regarding resident engagement: the new configuration of city council members elected by district the increasing prevalence of technology in engagement, such as meetings on virtual platforms as well as in person the City's ongoing commitment to racial equity and social justice In recent discussions with the Mayor, these purposes were identified for resident engagement: Increase the web of people interested in and informed about City activities, aiming to reach beyond the subset with deep expertise in civic process to include residents of all ages and backgrounds who care about their local community Continue to expand the "pipeline" of people willing and ready to serve on City of San Rafael boards, commissions and other working groups Develop multi -directional information flows about conditions and changes in San Rafael neighborhoods and opportunities for residents, the City and allied organizations to work together to improve local quality of life Project Scope and Overall Approach This proposes a two phased process for a collaboratively developed strategy for the City of San Rafael to continue its progress in more inclusive resident engagement. What is discovered in the Phase One interviews will help refine the specific activities of possible convening(s) in Phase Two. It is anticipated that Common Knowledge will lead Phase One and that Phase Two may involve additional entities to ensure broad reach in finalizing the strategy and laying the groundwork for effective implementation. Beginning in 2015, the City of San Rafael invested in an award-winning city-wide program for all staff, Together San Rafael, that has invested in the perspective and practices of Human Centered Design. Creating a learning community that is anchored in the Why and open as to How is an excellent foundation for Common Knowledge's complementary expertise in Community -Centered Design. After three decades of work in civic participation and community engagement in diverse communities across the state and especially in the San Francisco Bay Area, we have evolved and iterated our practices to embrace these principles when co -creating models for authentically inclusive resident engagement: Begin with the perspectives of diverse community members, rather than starting with the City perspective at the center Attend to community life (organic, relationship -based) as well as civic process (structured, legal culture and process -based) In addition to civic structures and formal leaders, pay very close attention to the informal as well as formal ecosystem of networks to understand where and how trust gets developed, sustained or eroded Consider the ways that residents are positive contributors to local quality of life, in addition to the roles that the City tracks (e.g., users of services, taxpayers and how well people conform to rules and regulations) Exhibit A We understand that City council members and staff are often extraordinarily busy people and, at first, Community -Centered Design may seem like it is "adding" another layer or burden. In multiple other jurisdictions, however, we have seen how intentional investment in a more robust network of human as well as digital networks, relationships and communications channels ends up actually saving staff and council time, expanding leadership capacity and reduces misinformation. In this project, a key consideration will be how to support resident engagement at the district level while balancing with the need to understand issues and opportunities at the citywide level. Project Activities and Deliverables Common Knowledge will conduct the following activities under the guidance of the City Manager's office and/or designees. In Phase One especially, the intent is to build on past projects to build more inclusive outreach and use existing datasets rather than add to staff burden by asking for new data. Week of July 12 Review recent City of San Rafael engagement strategy documents and convening highlights as curated and provided by the City Manager's office Review current ways that civic participation and community engagement is tracked by city staff and which demographic measures are captured quantitatively and which are gauged more qualitatively Develop :30-:40 minute interview guides customized for staff, council members and local leaders; interviews will cover these types of questions (to be refined following the above review): o How do you see the next wave(s) of community leaders being nurtured in San Rafael? What styles and types of leaders do you hope to engage? o Who are the demographics and backgrounds of people you would like to see engaged? o Which types of people and demographics do you perceive are highly engaged, sparsely engaged or not at all engaged at all? o What do you think works well to increase engagement? (channels, invitations, messenger/partners, events, etc.) ■ Are there models of inclusive community engagement that you have come to embrace? o On what topics and situations do you want to see more engagement? Begin attending 3-4 standing meetings with local networks (such as the July 15 meeting with the Federation of San Rafael Neighborhoods); other meetings may also include the Canal Collaborative, the San Rafael BID and/or other groups identified by the City Week of July 19 Begin to conduct 13 to 15 interviews with 2-3 senior city staff, four council members, four local neighborhood leaders (one per district) and 2-4 additional key informants identified during the other interviews Week of August 9 and 16 Complete interviews Attend additional standing community group meetings as warranted Consult additional past city engagement programs/data as needed 2 Exhibit A Week of August 23 Initial draft of findings and initial recommendations that can serve to facilitate a discussion that jointly shapes Phase Two (i.e., ready to reviewed with Jessica McCloud and/or other staff) o What consensus has emerged for priority audiences to engage? o Based on the community research conducted to date, what are the recommended approaches for boosting engagement (multi -directional) with each? This will touch on channels of communication, styles, language, timing, subject preferences etc. These specifics will get further fleshed out in Phase Two of the project. Plan for discussion with Mayor and City Manager on September 7 or 8 If the contract can be approved by July 13, under this scenario, the Phase One presentation would be ready by August 25. The budget for Phase One is anticipated to be $11,325. While the specifics of Phase Two will emerge from the input gained from Phase One, at this point a collaborative planning process is envisioned. Common Knowledge will help the City of San Rafael convene a mutually agreed upon substantive cross section of formal and informal network leaders and share what has been heard to date about resident information and communication needs. Common Knowledge will help this group jointly devise a community -wide gathering that incorporates Citywide and district/neighborhood level discussion of issues as well as a celebration of resident contributions (e.g., for fire safety, food distribution, etc.). This gathering will produce an updated and expanded "collection of community connections" as well as broadly accepted guideposts for the rhythm and format of future district -level communications. That in turn will lay a stronger foundation for specific staff practices regarding channels, subjects, formats, language and frequency, etc. The timeline for the Phase Two effort depends in part on the collaborators but it reasonable to expect that the planning meetings would start in late September and the community -wide gathering would occur in late October or by mid-November. Common Knowledge fees to facilitate each step of this phase and assemble the collective final recommendations are anticipated to be $9,720. There may be compensation to grassroots community member collaborators that bring the total cost to $25,000. Any compensation to collaborators through this contract will be approved by the City Manager's Office. About Common Knowledge Susan Stuart Clark formed Common Knowledge to pioneer "community -driven design", demonstrating how inclusion of diverse stakeholders stimulates innovative solutions on the issues that matter most to today's communities. Working with local government, libraries, community foundations, business associations and non -profits, Common Knowledge designs culturally responsive community engagement programs and is known for increasing participation of lesser -heard voices, enhancing community connections across perceived divides and developing enhanced capacity for collaboration. The County of Marin, the City of San Rafael and the Transportation Authority of Marin have been past clients and Susan has also served on the City of San Rafael's Parks and Recreation Commission. Susan has been a consultant to the public engagement program of the Institute for Local Government (ILG), providing training and technical assistance to cities and counties across California with an emphasis on accessible communications and effective community partnerships. Exhibit A Common Knowledge has helped San Mateo County's Home for All develop an innovative community education and engagement program in nine cities that has received state and national recognition for increasing constructive dialogue and positive community momentum for housing solutions. Other recent projects include Recovering Together (Iibra ryrecovery.org) that partners with libraries in 29 California counties to enhance community response to disasters, supporting the City of Alameda with a new helpline to address homelessness issues and the ongoing work of the nonpartisan Key to Community program which uses an innovative per -to -peer model to increase civic participation among underrepresented audiences. As a San Rafael resident and long-time observer and cultivator of local community engagement, Susan Clark will serve as the lead on this project. Susan has served as an advisor to Code for America and while serving as an NCCD.org board member facilitated Tech Tuesday programming on best practices for online engagement. To ensure that Phase One recommendations address a wide range of best practice models, she will invite a focused review by senior associate Mony Flores -Bauer (an expert in multi- lingual grass roots communications) and Director of Civic Programs William Cooley who has been integral in shaping the practices of community -driven design. See team bios at http://ckgroup.org/about-us/meet-the-team/. 4 Common Knowledge Hourly Rates Susan Clark - $200/hr Exhibit A CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager's Office Project Manager: Thomas Wong Extension: x5360 Contractor Name: Common Knowledge Contractor's Contact: Susan Clark Contact's Email: ssclarkfa. ckgroup.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor r, .J 11.,._ . ❑ b. Email contract (in Word) and attachments to City 7/13/2021 Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑x 2 City Attorney a. Review, revise, and comment on draft agreement 7/13/2021 ® LG and return to Project Manager 7/13/2021 ❑X LG b. Confirm insurance requirements, create Job on (n/a) + PINS, send PINS insurance notice to contractor Approval of final agreement form to send to Click or tap ❑ 3 Department Director contractor to enter a date. 7/14/2021 ❑x 4 Project Manager Forward three (3) originals of final agreement to 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 Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY _ 7/14/21 TW PRINT Project Manager 6 Forward signed original agreements to City City Attorney Attorney with printed copy of this routing form f 7 *- 7 Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PIN, and bonds (for Public Works Contracts) / 9 City Manager/ Mayor Agreement executed by City Council authorized � V, official 1 10 City Clerk Attest signatures, retains original agreement and forwards /r copies to Project Manager J