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HomeMy WebLinkAboutCreative Mediation AgreementSERVICES AGREEMEN T THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this /0 -64 da y of March, 2008, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred t o as City, and CREATIVE MEDIATION, hereinafter referred to as Contractor . WITNESSETH : WHEREAS, the City wants to secure facilitation and mediation services available for resolution o f community issues and internal trainings . WHEREAS, Contractor is qualified to perform this type of service and has submitted a proposal to do s o which has been accepted by City . NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafte r contained, the parties hereto agree as follows : 1 . TERM . The term of this Agreement shall be from March 1, 2008, the date this Agreement i s made and entered, as first written above, until June 30, 2009 . 2 . CITY'S OBLIGATIONS .For providing services as specified in this Agreement, City will pa y two different installments to be used as credits toward services . a.$12,500 payable on March 1, 2008 . b.$25,000 payable on July 1, 2008 . 3 .CONTRACTOR'S OBLIGATIONS .For and in consideration of the payments and agreement s hereinbefore mentioned to be made and performed by City, Contractor agrees with City to provide services as se t forth in Exhibit A attached hereto and incorporated into this Agreement. Contractor will provide the City wit h monthly statements accounting for the services provided . Contractor further agrees to the contract performance terms as set forth in Exhibit B attached hereto and incorporated into this Agreement . 4 . AMENDMENTS .Any amendment, modification, or variation from the terms of this Agreemen t shall be in writing and shall be effective only upon approval by the City Administrative Officer of the City . Agreement Page 2 5 .COMPLETE AGREEMENT .This written Agreement, including all writings specificall y incorporated herein by reference, shall constitute the complete agreement between the parties hereto . No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be o f any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the partie s hereto . 6 . NOTICE .All written notices to the parties hereto shall be sent by United States mail, postag e prepaid by registered or certified mail addressed as follows : Administration, Shelly Stanwyc k City of San Luis Obisp o 990 Palm Street San Luis Obispo, CA 9340 1 Attention : Jesse Sostri n Creative Mediation Service s 265 South Street, Suite A San Luis Obispo, CA 9340 1 7 .AUTHORITY TO EXECUTE AGREEMENT .Both City and Contractor do covenant tha t each individual executing this agreement on behalf of each party is a person duly authorized and empowered t o execute Agreements for such party . IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and yea r first above written . CITY OF SAN LUIS OBISPO, A Municipal Corporation CONTRACTO R City Contracto r ATTEST : City Cler Audrey oope r APPROVED AS TO FORM : By : •f Exhiloi-F /} Community Facilitatio n Program Proposa l CREATIV E MEDIATIO N & The City of San Luis Obisp o Creative Mediatio n 265 South St ., Suite A San Luis Obispo, CA 9340 1 Phone : 805-549-044 2 Fax :805-549-065 4 Web :www .creativemediation .ne t E-mail :info(acreativemediation .net Many communities struggle to address issues that are critical to their environmental, socia l and economic health . With shrinking resources it becomes increasingly difficult to manag e the changing demands of civic administration and passionate community involvement . These challenges are especially acute in the City departments where the legalities an d technicalities of process and protocol are often overshadowed by the force of competin g agendas and priorities among residents and businesses . To avoid adversarial and ineffectiv e methods of integrating public input and addressing potential conflict, public officials an d civic-minded community leaders must find new forums that bring people together to see k common ground . In response to the need for non-adversarial processes that address a range of issues , Creative Mediation has developed a Community Facilitation Program for the City of San Lui s Obispo . The Community Facilitation Program provides a forum for City staff and communit y members affected by issues with the opportunity to identify, discuss and, whe n appropriate, resolve issues prior to acceptance and implementation of decisions . The program is designed to promote community outreach, identify and document concern s of local residents, assist inter-agency collaboration and reduce the costs associated wit h lengthy and controversial decisions .It is not a program designed to replace, augment or i n any way impact the legal rights, policies, protocols, or programs of the City's departments . Nor is this program intended to displace the authority of the City or supersede any intra- agency or inter-agency dispute resolution process already in place and specifically designe d to resolve issues encompassed by their mandate . The Community Facilitation Program is a financial and operational partnership funded b y the City of San Luis Obispo and administered by Creative Mediation . The City's department s are responsible for raising awareness about the program and its benefits to prospectiv e users, as well as referring appropriate cases for facilitation . In addition to establishing th e program's framework and administering the day-to-day delivery of services, Creativ e Mediation is responsible for on-going program management . As a community-based, non-profit organization, Creative Mediation has earned a reputatio n as a nonpartisan convener for a range of facilitated problem-solving and conflict resolutio n issues affecting the people of San Luis Obispo . The cornerstones of our services include : neutrality, the ability to customize proven processes that fit a range of issues and th e commitment to providing high quality services and professionally trained facilitators an d mediators whose expertise matches our program needs . Collaborative efforts, by their very nature, draw upon numerous disciplines to increas e understanding, resolve complex problems that involve multiple issues, subtle dynamics an d intricate relationships that are sometimes adversarial . Over the years Creative Mediatio n has acquired and developed proven principles, strategies and techniques for meeting thes e challenges and improving information sharing and consensus building on complex publi c and organizational issues . Creative Mediation is dedicated to applying these strategies t o improve decision making processes for San Luis Obispo . Unlike formal hearings or other adversarial settings, the presence of a neutral third party i n facilitation can help engage diverse stakeholders, identify shared goals, manage conflictin g 2 interests, achieve mutual gains, and build productive working relationships . Facilitate d meetings also help to reduce stress, allow for the active involvement of all parties an d generate a more efficient and supported result . Creative Mediation's extensive facilitation experience indicates that parties that com e together in good faith to share concerns and listen to different perspectives are more likel y to develop mutually supported outcomes - even if it's not their first choice . In addition , people who participate in facilitated meetings are typically more vested in following throug h on meeting outcomes and less likely to raise these and other issues in a disruptive manne r through lengthy and expensive appeals . The Community Facilitation Program benefits include, but are not limited to : n Address Current or Anticipated Problems Quickly -Facilitation is an efficien t way to address a wide range of both straightforward and complicated, multi-part y issue s n Improve Community Relations -By offering this progressive program, the City o f San Luis Obispo will provide a forum for productive dialogue and problem solvin g that promotes greater trust between City leaders and community members . •Reduce Costly Appeals, Council Hearings and/or Court Involvement an d Save Taxpayer Dollars -Disputes that are resolved through facilitation save cit y staff and administrators valuable time, as well as tax payer dollars . n Establish Joint Ownership -Community members share responsibility with Cit y officials for collaborating and providing input on Permit decisions . Benefits of the Facilitated Meetings include, but are •Establish safety, trust and a standard of respect amon g participant s •Create ground rules and meetin g processes that promote respectfu l discussion and encourag e meaningful dialogu e ■Focus on balanced informatio n sharing, not debat e ■Address relevant differences i n constructive ways One of the most compelling reasons to implement a program of this nature is to avoid th e damaging and expensive costs associated with miscommunication and unresolved conflict . The absence of an open forum to productively share information and discuss concerns ha s both real and perceived challenges . Practically speaking, when stakeholders cannot directl y engage with each other at the table, they miss the opportunity to clear up misperceptions , develop better understanding of the facts and issues of their opponents and, when possible , build consensus on areas of agreement . Closed decision making processes create th e appearance of secrecy and even conspiracy, which often lead to further distrust and a lac k not limited to : Build upon the common interests o f diverse stakeholder s Avoid polarization amon g participants and minimize the ris k of a backlas h Ease decision-making and approva l processes for City official s Inspire ownership and commitmen t to decision s 3 • of collaboration . Without a forum to positively and effectively discuss and resolve issue s affecting the public, serious and varied consequences can occur, including : ■Unclear communicatio n •Project delays •Increased administration overhea d ■Lack of trust with community an d public official s The following are just some of the potential applications of the Community Facilitatio n Program : ■Reduced productivity an d collaboratio n ■Intentional sabotag e ■Increased stres s ■Public safety concern s ■Neighborhood, Mobile Home Park o r other residential issue s ■Community-wide issues involving City departments or Counci l ■Downtown or residential parkin g ■Height restriction s ■A new site development pla n ■An amendment to an existing sit e development pla n ■A zone map amendmen t ■Infill projects due to concern s generated by population density ; overcrowding concerns for loca l schools ; potential increase in traffi c and road modifications (addition o f lights, road expansion, etc .) ■Businesses providing adult services , assisted living programs or othe r services inconsistent with the are a ■Projects differing from the historica l use of an are a ■Major systems affected by the projec t (i .e . transportation, sewer, water , drainage, etc .) ■Affordable housing (density issues , visual standards, etc .) •Inter-agency issues (Schools , Chamber, ECO SLO, Cal Poly , County, etc .) ■Special projects (E .g . Laguna Lak e dredging, Oceanaire neighborhoo d tree removals, Prado Roa d extension to Broad St ., etc .) In an effort to maximize service delivery, the Community Facilitation Program is designed t o provide a designated amount of administration, coordination and facilitation services a s needed throughout the contract year . Services are provided free of charge to applicants , community members, agencies and City employees . As the Facilitation Program is utilized , City staff will not be distracted by trying to facilitate and operate from their distinct technica l areas of expertise . This shift will ultimately save time and money and produce better overal l results . The Community Facilitation Program offers the following services : I .Program Administration :In collaboration with the City, Creative Mediation wil l administer a Community Facilitation Program responsive to the unique needs of San Lui s Obispo residents . Creative Mediation may form an internal program advisory committe e 4 (comprised of Creative Mediation staff and one or more City representatives) solicit inpu t from City staff to develop an understanding of (1) unique areas of concern in the City, (2 ) potential approaches to Program initiation and implementation and (3) long term goals fo r the Program . Creative Mediation staff will manage and lead all service delivery . Contracte d facilitators will occasionally provide direct services in support of the work of staf f facilitators . II.Program Promotion :Participating City Departments and Creative Mediation wil l collaborate to create awareness, understanding and support of the Community Facilitatio n Program . This critical public awareness effort will involve presentations by Creativ e Mediation staff and facilitators, press releases and media coverage jointly developed b y Creative Mediation and City personnel and identifying streamlined referral points wher e prospective participants can receive information about Creative Mediation's facilitatio n services . III.Recruitment and Training of Facilitators :Over the last 15 years Creative Mediatio n has developed a cadre of professionally trained and experienced facilitators who ca n adequately serve this program's varied needs . Creative Mediation staff will handle primar y service delivery, which is supplemented as needed through the use of contracted facilitator s who have all completed a minimum of 36 hours of training in conflict management, meetin g facilitation and communication skills, as well as on-going education and continue d experience requirements in the field . Examples of contracted facilitator roles include th e facilitation of table-group discussions or other large public meeting support . IV.Meeting Facilitation :The core component of this program is the facilitation o f meetings . The facilitation process is complicated and involves various phases from th e initial referral to the actual meeting . The following components comprise the meetin g facilitation services in its entirety : A.Referral Assessment &Consultatio n The City identifies current or anticipated issues involving City, community or agenc y concerns and contacts the designated Creative Mediation program staff member . Th e referral to facilitation is made exclusively by City Staff and it can be communicated b y email or telephone and will include relevant known stakeholders and their contac t information, as well as a proposed timeline for the facilitated meeting . Upon receipt o f the initial referral, Creative Mediation will set up an informational meeting with City staf f members to determine the appropriateness of the referral and the feasibility of usin g facilitative processes for specific issues . Some requests for services will be deemed inappropriate for facilitation . Examples o f requests for services that fall outside of the intended scope of services in thi s agreement include requests such as : leadership development, executive coaching , organization development (personnel management, strategic planning, assessments , teambuilding, workplace culture interventions, etc .) B.Project Management &Coordination Creative Mediation provides the essential project management and coordination suppor t for each facilitated meeting . The goals of this initial coordination process include th e following : •Clarification of issue s •Event sponsor designatio n •Feasibility of collaboratio n •Procedures for on-going project administratio n 5 In addition to these, the coordinator's role is to contact meeting participants, answe r questions they have about the process, educate them about their expected participatio n during the meeting, and serve as a model for productive dialogue . Through conversation s with the various stakeholders, the meeting agenda is crafted and communicated to al l participants . The coordinator informs the prospective participants that the meetin g facilitator is a professionally trained, neutral person who will make it easier to discuss th e range of relevant issues and help ensure a productive outcome . The meeting itself i s presented as an opportunity for participants to engage in an informal, focused process t o learn about the application, express their own hopes and concerns and understand th e perspective of other participants . Community members and agencies also have an important role in the process . They ar e expected to notify people in their constituency about the meeting, inform the facilitato r who should be invited, approach the meeting with the intention of learning and listenin g (not just advocating), and prepare in advance to ask questions, voice concerns and wor k with the applicant and the city within the meeting framework . C.Stakeholder Engagemen t Perhaps the most critical phase of the facilitation process, stakeholder engagement i s where Creative Mediation staff works to establish relationships with all relevant meetin g participants, as well as those having some substantive stake in the outcome . Th e stakeholder engagement process includes the following components : •Identifying relevant individuals and group s •Creating a communications strateg y •Establishing participatio n •Understanding their interests and concern s •Conflict coachin g •Preparing for participation and convenin g D.Conflict Coachin g Creative Mediation staff listen to the parties describe their perspectives regarding th e situation, assist them in identifying the main issues, as well as their underlying interests . As issues are clarified, the parties are able to brainstorm options and solutions for futur e forward progress . The conflict coaching also prepares the participants to productivel y participate in the future facilitated session . E.Meeting &Process Desig n The goals of each meeting are clearly identified and communicated in advance to al l participants in order to set up realistic expectations of the facilitation process . Below i s the meeting process design at a glance : •Issue identificatio n •Scoping and framin g •Establishing meeting agenda(s ) •Design meeting processe s •Sponsor and/or stakeholder endorsemen t F . Meeting Facilitatio n The facilitated meeting is a culminating extension of the stakeholder engagement an d conflict coaching processes . During the meeting, a neutral facilitator leads a process that : shares relevant background information and establishes context around the issue ; confirms and refines the meeting agenda with participants ; identifies and explores ke y issues ; clarifies misunderstandings surrounding relevant technical or legal processes an d 6 timelines ; expresses concerns ; voices suggestions ; and builds consensus on group inpu t (if applicable). While managing the meeting format, the facilitator also attempts to : reduce the barrier s to communication that often arise in contentious situations, establish a collaborative ton e and structure for the meeting, re-focus the meeting on the agenda if things start to ge t off track and utilize their specialized group communication knowledge to ensure balance d participation . While there's no expectation or requirement that parties come to agreement on al l concerns raised, the facilitator remains committed to clarifying the nature and extent o f all concerns and creating shared understanding of the issues relevant to the application . To ensure parties comfort and privacy, facilitation sessions are held in an informal an d confidential environment, where parties can address a range of private matters . G . Meeting Documentation &Reportin g At the conclusion of the meeting, the facilitator will write up the meeting dispositio n report and submit it to all parties . This may include a summary of the agreement if one i s reached, or it may simply recap the proceedings and next steps . Following the meeting, the facilitator provides a brief disposition report to the referrin g City staff member, which includes : a list of participants and a summary of the meetin g outcomes, which could include : a list of concerns raised and a list of agreements , recommendations or outcomes agreed upon by participants . Only non-confidentia l reports will be made public . Finally, in addition to this reporting function, Creativ e Mediation provides transition and implementation support as needed . V.Capacity Building &Training for City Staff :Creative Mediation will develop an d provide one two-hour workshop on Conflict Resolution and Facilitation Tools & Skills for Cit y staff . This workshop will be customized to target specific issues faced by staff and wil l employ hands-on skill building techniques that can be applied immediately . As a result o f attending this workshop, City staff members will be able to communicate more effectivel y and experience the benefits of successfully using conflict resolution skills in challengin g situations .In addition to this workshop, which is included in the fees for the program , additional customized training is available to City staff at a 25% discount off standard fees . VI.Internal Meeting Facilitation :The scope and intended purpose of this program is t o provide facilitation services to the City and affected community members . However, i n addition to meetings involving the public, Creative Mediation is available to provide interna l meeting facilitation as requested by City staff members . Examples of internally facilitate d meetings include : discussions regarding shared responsibilities, identifying and problem - solving inter-dependent departmental issues, etc . Some requests for internal services ma y fall outside the scope of this program and those requests shall be referred to additiona l channels of service delivery . Examples of requests for services that fall outside of thi s program's scope of services include : leadership development, executive coaching , organization development (personnel management, strategic planning, assessments , teambuilding, workplace culture interventions, etc .) The Community Facilitation Program is funded by the sponsor agency, The City of San Lui s Obispo, and is derived from the total anticipated costs associated with establishing an d maintaining the program over the course of one 12-month contract year . As a non-profit , public benefit 501(c)3 organization, Creative Mediation attempts to develop high-qualit y programming at affordable costs to serve the community . The following program fees reflec t the City's choice of program service level : 7 Program Cos t The total anticipated annual cost of this program is $25,000 per year . The estimate d cost elements of Facilitation Program include the following : Personne l Staff time for program management, on-going evaluation of program effectiveness , maintaining regular communication with City, facilitator management and day-to-da y service delivery based on up to 10 facilitated meetings per calendar year and on e internal training . Administrative Overhea d General and administrative costs associated with the program, including a percentage of overhead costs such as phone, supplies, postage, building, utilities , program accounting, technology, in-house design of educational and promotiona l materials, etc . A pro-rated portion of this annual fee will be billed on March 1, 2008 for the remainde r of the 2007 - 2008 fiscal year in the amount of $12,500 . This fee will cover costs for u p to five meetings . The full annual program fee of $25,000 will be billed on July 1, 200 8 for the 2008 - 2009 fiscal year . Creative Mediation is a public benefit corporation serving San Luis Obispo City since 1993 . Ou r work is designed to facilitate effective communication and conflict resolution for individuals , organizations and communities . To achieve this mission, Creative Mediation engages in thre e primary activities : mediation, facilitation and training . Creative Mediation endeavors to involv e all sectors of the community in its efforts including, but not limited to individual communit y members, businesses and business leaders, government, education, public agencies and non - profit organizations . All of Creative Mediation's work is based upon our values of : •Being a neutral meeting convene r •Facilitating productive conversations with stated goal s •Reducing time, money and stress for City of SLO staff and community member s •Professional management of the entire meeting proces s •Offering process and outcome satisfaction to all participant s Special conflict resolution training and professional services, available for a fee, throug h Creative Mediation, will be defined as requests for "specialized services" and are no t included in the City's Facilitation Program fee . If the City seeks additional training, conflic t resolution or facilitation services offered by Creative Mediation, they will receive a 25 % discount on the standard applicable fees . These additional services may include : Customized Trainin g Creative Mediation offers orientations to city staff about the facilitation Program and it s services as part of the basic Facilitation Program . In addition, there are trainin g opportunities for supervisory personnel, public contact employees and departmen t 8 managers which include theory and practice of interest-based conflict resolution , negotiation and facilitation skills, communication skills and meeting management . Conflict Resolution System Desig n Creative Mediation can assist organizations in building internal conflict resolution capacity , i .e ., the development of policies and procedures for interest-based dispute prevention an d early resolution . This service is tailored to the unique needs of the individual group but i s based on recognized and proven design principles . Workplace &Business/Commercial Mediatio n Creative Mediation provides employee and workplace, as well as business and commercia l mediation services to resolve specific issues . These services can be acquired on an a s needed basis . 9 Exhibit B CONTRACT PERFORMANCE TERM S 1 .Business Tax .Contractor must have a valid City of San Luis Obispo business tax certificat e prior to execution of the contract. Additional information regarding the City's business ta x program may be obtained by calling (805) 781-7134 . 2.Ability to Perform .Contractor warrants that it possesses, or has arranged through subcontracts , all capital and other equipment, labor, materials, and licenses necessary to carry out and complet e the work hereunder in compliance with any and all federal, state, county, city, and special distric t laws, ordinances, and regulations . 3.Laws to be Observed .Contractor shall keep itself fully informed of and shall observe an d comply with all applicable state and federal laws and county and City of San Luis Obisp o ordinances, regulations and adopted codes during its performance of the work . 4.Payment of Taxes .The contract prices shall include full compensation for all taxes whic h Contractor is required to pay . 5.Permits and Licenses .Contractor shall procure all permits and licenses, pay all charges an d fees, and give all notices necessary . 6.Safety Provisions .Contractor shall conform to the rules and regulations pertaining to safet y established by OSHA and the California Division of Industrial Safety . 7.Public and Employee Safety .Whenever Contractor's operations create a condition hazardous t o the public or City employees, it shall, at its expense and without cost to the City, furnish, erec t and maintain such fences, temporary railings, barricades, lights, signs and other devices and tak e such other protective measures as are necessary to prevent accidents or damage or injury to ,th e public and employees . 8.Preservation of City Property .Contractor shall provide and install suitable safeguards , approved by the City, to protect City property from injury or damage . If City property is injure d or damaged as a result of Contractor's operations, it shall be replaced or restored at Contractor's expense . The facilities shall be replaced or restored to a condition as good as when th e Contractor began work . 9.Immigration Act of 1986 .Contractor warrants on behalf of itself and all sub-contractor s engaged for the performance of this work that only persons authorized to work in the Unite d States pursuant to the Immigration Reform and Control Act of 1986 and other applicable law s shall be employed in the performance of the work hereunder . 10.Contractor Non-Discrimination .In the performance of this work, Contractor agrees that it wil l not engage in, nor permit such sub-contractors as it may employ, to engage in discrimination i n employment of persons because of age, race, color, sex, national origin or ancestry, sexua l orientation, or religion of such persons . 11.Work Delays .Should Contractor be obstructed or delayed in the work required to be don e hereunder by changes in the work or by any default, act, or omission of the City, or by strikes , fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, o r labor due to federal government restrictions arising out of defense or war programs, then the time Exhibit B : Contract Performance Terms Page B-2 of completion may, at the City's sole option, be extended for such periods as may be agreed upo n by the City and the Contractor . 12. Payment Terms .The City's payment terms are 30 days from the receipt of an original invoic e and acceptance by the City of the services provided by Contractor (Net 30). 13.Inspection .Contractor shall furnish City with every reasonable opportunity for City to ascertai n that the services of Contractor are being performed in accordance with the requirements an d intentions of this contract . All work done and all materials furnished, if any, shall be subject t o the City's inspection and approval . The inspection of such work shall not relieve Contractor o f any of its obligations to fulfill its contract requirements . 14.Audit .The City shall have the option of inspecting and/or auditing all records and other writte n materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 15.Interests of Contractor .Contractor covenants that it presently has no interest, and shall no t acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder . Contractor further covenants that, in th e performance of this work, no sub-contractor or person having such an interest shall be employed . Contractor certifies that no one who has or will have any financial interest in performing thi s work is an officer or employee of the City . It is hereby expressly agreed that, in the performanc e of the work hereunder, Contractor shall at all times be deemed an independent contractor and no t an agent or employee of the City . 16.Hold Harmless and Indemnification .Contractor agrees to defend, indemnify, protect an d hold the City and its agents, officers and employees harmless from and against any and al l claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or ar e connected with or are caused or claimed to be caused by the acts or omissions of Contractor , and its agents, officers or employees, in performing the work or services herein, and al l expenses of investigating and defending against same ; provided, however, that Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from th e established sole negligence or willful misconduct of the City, its agents, officers or employees . 17.Year 2000 Compliance .The Contractor warrants that the goods or services provided to the City , including those provided through subcontractors, are "Year 2000 compliant ." For the purpose o f this contract, "Year 2000 compliant" means that goods or services provided to the City wil l continue to fully function, fault-free, before, at and after the Year 2000, without interruption o r human intervention ; and if applicable, any data outside of the date range 1990-1999, includin g leap years, will be correctly processed in any level of computer hardware or software, including , but not limited to, microcode, firmware, application programs, files and data bases . This warrant y supersedes all warranty disclaimers or limitations, and all limitations on liability, otherwis e provided by the Contractor . Upon request by the City, the Contractor will provide the City with a description of its Year 200 0 compliance strategy, or statement of why this is not relevant to contract performance . 18.Contract Assignment .Contractor shall not assign, transfer, convey or otherwise dispose of th e contract, or its right, title or interest, or its power to execute such a contract to any individual o r business entity of any kind without the previous written consent of the City . Exhibit B : Contract Performance Terms Page B-3 19.Termination .If, during the term of the contract, the City determines that Contractor is no t faithfully abiding by any term or condition contained herein, the City may notify Contractor i n writing of such defect or failure to perform ; which notice must give Contractor a 10 (ten) calenda r day notice of time thereafter in which to perform said work or cure the deficiency . If Contractor has not performed the work or cured the deficiency within the ten days specified i n the notice, such shall constitute a breach of the contract and the City may terminate the contrac t immediately by written notice to Contractor to said effect . Thereafter, neither party shall hav e any further duties, obligations, responsibilities, or rights under the contract . In said event, Contractor shall be entitled to the reasonable value of its services performed fro m the beginning date in which the breach occurs up to the day it received the City's Notice o f Termination, minus any offset from such payment representing the City's damages from suc h breach . "Reasonable value" includes fees or charges for goods or services as of the last mileston e or task satisfactorily delivered or completed by Contractor as may be set forth in the Agreemen t payment schedule ; compensation for any other work, services or goods performed or provided b y Contractor shall be based solely on the City's assessment of the value of the work-in-progress i n completing the overall workscope . The City reserves the right to delay any such payment until completion or confirme d abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs . In no event, however, shall Contractor be entitled t o receive in excess of the compensation quoted in its proposal . 20.Ownership of Materials .All original drawings, plan documents and other materials prepared b y or in possession of Contractor as part of the work or services under these specifications shal l become the permanent property of the City, and shall be delivered to the City upon demand . 21.Release of Reports and Information .Any reports, information, data, or other material given to , prepared by or assembled by Contractor as part of the work or services under these specification s shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City . 22.Copies of Reports and Information .If the City requests additional copies of reports, drawings , specifications, or any other material in addition to what Contractor is required to furnish i n limited quantities as part of the work or services under these specifications, Contractor shal l provide such additional copies as are requested, and City shall compensate Contractor for th e costs of duplicating of such copies at the Contractor's direct expense . 23. Required Deliverable Products .Contractor will provide : a.Any documents or materials provided by Contractor will be reviewed by City staff and , where necessary, Contractor will respond to staff comments and make such changes a s deemed appropriate . b.One camera-ready original, unbound, each page printed on only one side, including an y original graphics in place and scaled to size, ready for reproduction . c.When computers have been used to produce materials submitted to the City as a part o f the workscope, Contractor must provide the corresponding computer files to the City , compatible with the following programs whenever possible : Exhibit B : Contract Performance Terms Page B-4 •Word Processing Word •Spreadsheets Excel •Desktop Publishing Coreldraw, Pagemaker •Computer Aided Drafting (CAD)AutoCad Computer files must be on 3 ", high-density, write-protected diskettes, formatted for us e on IBM-compatible systems . Each diskette must be clearly labeled and have a printe d copy of the directory . 24.Attendance at Meetings and Hearings .As part of the workscope and included in the contrac t price is attendance by the Contractor at a pre-agreed upon number of public meetings to presen t and discuss its findings and recommendations . Contractor shall attend as many "working " meetings with staff as necessary in performing workscope tasks . 25.Insurance.Contractor shall procure and maintain for the duration of the contract insuranc e against claims for injuries to persons or damages to property which may arise from or i n connection with the performance of the work hereunder by Contractor, its agents, representatives , employees, or sub-contractors . a. Minimum scope of insurance .Coverage shall be at least as broad as : •Insurance Services Office Commercial General Liability coverage (occurrenc e form CG 0001). •Insurance Services Office form number CA 0001 (Ed . 1/87) coverin g Automobile Liability, code 1 (any auto). •Workers' Compensation insurance as required by the State of California an d Employer's Liability Insurance . •Errors and Omissions Liability insurance as appropriate to Contractor's profession . b . Minimum limits of insurance .Contractor shall maintain limits no less than : •General Liability : $1,000,000 per occurrence for bodily injury, personal injur y and property damage . If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall appl y separately to this project/location or the general aggregate limit shall be twice th e required occurrence limit . •Automobile Liability : $1,000,000 per accident for bodily injury and propert y damage . •Employer's Liability : $1,000,000 per accident for bodily injury or disease . •Errors and Omissions Liability : $1,000,000 per occurrence . c.Deductibles and self-insured retentions .Any deductibles or self-insured retentions mus t be declared to and approved by the City . At the option of the City, either : the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City , its officers, officials, employees and volunteers ; or Contractor shall procure a bon d guaranteeing payment of losses and related investigations, claim administration an d defense expenses . d.Other insurance provisions .The general liability and automobile liability policies are t o contain, or be endorsed to contain, the following provisions : Exhibit B : Contract Performance Terms Page B-5 •The City, its officers, officials, employees, agents and volunteers are to b e covered as insureds as respects : liability arising out of activities performed by or on behalf of Contractor ; products and completed operations of Contractor ; premises owned, occupied or used by Contractor ; or automobiles owned, leased , hired or borrowed by Contractor . The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official , employees, agents or volunteers . •For any claims related to this project, Contractor's insurance coverage shall b e primary insurance as respects the City, its officers, officials, employees, agent s and volunteers . Any insurance or self-insurance maintained by the City, it s officers, officials, employees, agents or volunteers shall be excess of Contractor's insurance and shall not contribute with it . •Any failure to comply with reporting or other provisions of the policies includin g breaches of warranties shall not affect coverage provided to the City, its officers , officials, employees, agents or volunteers . •Contractor's insurance shall apply separately to each insured against whom clai m is made or suit is brought, except with respect to the limits of the insurer's liability . •Each insurance policy required by this clause shall be endorsed to state tha t coverage shall not be suspended, voided, canceled by either party, reduced i n coverage or in limits except after thirty (30) days' prior written notice by certifie d mail, return receipt requested, has been given to the City . e.Acceptability of insurers.Insurance is to be placed with insurers with a current A .M . Best's rating of no less than A :VII . f.Verification of coverage.Contractor shall furnish the City with a certificate of insuranc e showing maintenance of the required insurance coverage . Original endorsement s effecting general liability and automobile liability coverage required by this clause mus t also be provided . The endorsements are to be signed by a person authorized by tha t insurer to bind coverage on its behalf. All endorsements are to be received and approve d by the City before work commences .