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
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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
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•
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
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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
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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 :
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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
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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 .
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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 .