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HomeMy WebLinkAboutItem 7.2 StrategicPlangProcess CITY CLERK File#J ~_JJO~-130 AGEN DA STATEMENT CITY COUNCIL MEETING DATE: December 16, 2003 SUBJECT: Agreement with Sherry L. Lund Associates for Consultant Services for the City of Dublin's Strategic Planning Process Report Prepared by Richard C. Ambrose, City Manager ATTACHMENTS: RECOMMENDATION: 1) 2) 2) 3) Resolution Approving the Agreement with Sherry L. Lund Associates Proposed Budget Change Form Adopt Resolution approving Agreement with Sherry L. Lund Associates; Approve the Budget Change in the amount of $15,000; and Choose a date for the Strategic Planning Workshop. FINANCIAL STATEMENT: An allocation of $15,000 would be required from the Unappropriated General Fund Reserves for Fiscal Year 2003-2004. DEscRIpTION: At its November 18, 2003 meeting, the City Council directed the City Manager to initiate the Strategic Planning Consultant selection process, and appointed Mayor Lockhart and Councilmember Sbranti to serve on a Consultant Interview Ad-Hoc Committee with City Staff. The Ad-Hoc Committee interviewed two consultants who had extensive experience in working with local government. The Ad-Hoc Committee unanimously recommends the services of Sherry L. Lund Associates. Sherry L. Lund Associates' interview demonstrated that she understood the viability of the City's existing Goals & Objectives Program and wanted to help structure a process that would allow the City to successfully link the City strategy, tactical project planning/priorization, and budget processes. There are two dates in January 2004 for City Council's consideration for potential dates for the Strategic Planning Session: Friday, January 16, 2004 or Friday, January 23, 2004. Having the Strategic Planning Session on either of those dates would allow Staff to h~ave adequate time to make any adjustmentS to the Goals & Objective Process for 2004-2005. Staff recommends that the City Council adopt the attached Resolution approving an agreement with Sherry L. Lund Associates for the City's Strategic Planning Process and approve a Budget Change in the amount of $15,000 from Unappropriated General Fund Reserves; and 3) Choose a date for the Strategic Planning Workshop. COPIES TO: Sherry L. Lund Associates ITEM NO. G:\CC-MTGS\2003-qtr4XDec\12-16-03\as-strat ping consul.doc I~SOLUTION NO. - 03 A RESOLUTION OF ~ CITY COUNCIL OF THE CITY OF DUBLIN m, PROV G wrrn SHERRY L. ASS0 S FOR ~ CITY OF DUBLIN'S STRATEGIC PLANNING PROCESS WHEREAS; the City of Dublin (hereinafter referred to as "City") when through a consultant selection process for the City's Strategic Planning Process and Sherry L. Lund Associates (hereinafter referred to as "CONSULTANT") was the recommended CONSULTANT, and WHEREAS; the CONSULTANT agrees to perform the scope of services identified in Exhibit A of the contract; and WHEREAS; the CONSULTANT will perform these services at the rate outlined in Exhibit B of the contract. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the agreement with Sherry L. Lund Associates, attached hereto. BE IT FURTHER RESOLVED that the Mayor is authorized to execute the agreement. PASSED, APPROVED AND ADOPTED this 16' day of December, 2003. AYES: NOES: ABSENT: ABSTAIN: ATTEST: Mayor City Clerk O:\CC-MTOSk2003~ltr4kDee\l 2-16-03~sttat ping e. omul,doe -1- ATTACHMENT 1 CONSULTING SERVICES AGREEMENT BETVVEEN THE CITY OF DUBLIN AND SHERRY L. LUND ASSOCIATES THIS AGREEMENT for consult!,ng services is made by and between the City of Dublin ("City") and Sherry L. Lund Associates ("Consultant) as of~~ Ii,, 200_~ Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above, the date of completion specified' in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any Such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may'be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $15,000, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as speCifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between City of Dublin and Sherry L. Lund Associates Consultant and City acknoWledge and agree that compensation paid by City to Consultant under this Agreement is based u pon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond corn pensation required under this Agreement. 2.1 2.2 2.3 2.4 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief descri p'tion of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit B; · The Consultant's signature. Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. Total Payment, City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. Consulting Services Agreement between City of Bublit~ and Sherry L. Lurid Associates December 16, 2003 Page 2 of 11 n no event shal Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above.either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Con tract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall fumish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City'. Consultant shall maintain the insurance policies required by this section throug bout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the Consulting Services Ag reement between City of Dublin and Sherry L. Lund Associates December 16, 2003 Page 3 of 11 subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. _. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall ~ot be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commemial general coverage shall be at least as broad as Insurance Se rvices Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced 'n coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.4 All Policies Requirements. Consulting Services Agreement between City of Dublin and Sherry L. Lund Associates December 16, 2003 Page 4 of 11 4.5 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coveraqe. Prior to beginning any work under this Agreement, Consultant shall furnish City with copies of certificates of insurance and with endorsements effecting Coverage required herein. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage Remedies; n addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Consulting Services Agreement between City of Dublin and Sherry L. Lund Associates December 16, 2003 Page 5 of 11 Order Consultant to stop work under this Agreement or withhold any payment_that .. becomes due to Consultant hereunder, or both stop work and withhold any paymenL until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or m part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and ag tees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times dudng the term of this Agreement, Consultant shall be an independent con[ractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and Consulting Services Agreement between City of Dublin and Sherry L Lund Associates December 16, 2003 Page 6 of 11 6.2 Section 7. 7.1 7.2 7.3 7.4 7.5 all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibiJity to enroll in the California Public Employees. Retirement System (PERS) as an employee of City and entitlement,to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City n any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever, LEGAL REQUIREMENTS. Governing Law. The laws of the State of California shall govern this Agreement. Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. Other Governmental RequlatiOns. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Licenses and Permits. Consultant rePresents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any em ployee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the prOvision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approVed by the Contract Administrator or this Agreement. Consulting Services Agreement between City of Dublin and Sherry L. Lund Associates December 16, 2003 Page 7 of 11 Section 8, TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, there shall be no charge to City if a ~ day or longer consulting date can be mutually rescheduled by Consultant and City within 3 weeks of the original date; if the session cannot be rescheduled during this time frame, the cancellation schedule applies. Fees for cancellation (or rescheduling as previously described) for any reason are applied on the following schedule, which reflects both advance preparation and exclusive holding of a date for City: 6 weeks in advance - 25% fee; 5 weeks in advance - 50% fee; 4 weeks in advance - 100% fee. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a wdtten amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, 'City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and are based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge, Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shal not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between City of Dublin and Sherry L, Lund Associates December 16, 2003 Page 8 of 11 Section 9. 9.1 9.2 9.3 Section 10 10.1 10.2 KEEPING AND STATUS OF RECORDS. Records Created as Part o~ Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use City and Consultant agree that, until final approval by City, all data, plans, specifications reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant may retain all original interview notes produced during the course of this Agreement. All intellectual property of Consultant developed prior to this Agreement and used in the scope of this Agreement Will remain the sole property of Consultant with all rights reserved. Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amounl of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. MISCELLANEOUS PROVISIONS. Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. Consulting Services Agreement between City of Dublin and Sherry L. Lund Associates December 16, 2003 Page 9 of 11 10.3 10.4 10.5 10.6 10.7 10.8 10.9 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. Use of Recycled Products. Consultant shall prepare and submit all reports, wdtten studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Conflict of Interest. Consultant may serve other clients, but none whose activities within the 'corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Govemment Code Section 8t000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shal have any financia interest in this Agreement that would violate California' Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. Contract Administration. This Agreement shall be administered by City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Consulting Services Agreement between City of Dublin and Sherry L. Lund Associates December 16, 2003 Page 10'of 11 10.10 10.11 CITY OF DUBLIN Janet Lockhart, Mayor Attest: Notices. Any written notice to Consultant shall be sent to: Sherry L, Lund Associates 247 La Cuesta Drive Portola Valley, CA 94028 Any written notice to City shall be sent to: Richard C. Ambrose, City Manager 100 Civic Plaza Dublin, CA 94568 Integration. This Ag reement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, re presentations, or ag reements, either written or oral. CONSULTANT S rhtrC~L Euru~;~)wner Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Consulting Services Agreement between City of Dublin and Sherry L. Lund Associates December 16, 2003 Page 11 of 11 EXHIBIT A SCOPE OF SERVICES Sherry L. Lund Associates will provide consulting services to The City of Dublin. The focus of responsibility will be design and facilitation of a strategic planning process. Sherry L. Lnnd Associates (Consultant) Responsibilities: 1. Gather background information · Review relevant City documents. · Conduct advance individual background interviews with City Council members and City of Dublin Executive Staff. · Provide summary of group themes, analysis, and recommendations for the strategic planning process based on fmdings. 2. Design a strategic planning process that can be integrated with the existent project planning and budgeting systems. Major elements of the process include getting agreement on: a. Mission b. Vision c. Values d. 4-60verarching Strategies 3. Design and facilitation of a one-day strategic planning session for the City Council and the Executive Staff, including: · Consult with Staff on trend data or any other information that they assemble and present. · Provide advance agenda to participants and prework assignment, if any. · Conduct design review meeting with City Manager and Asst. City Manager; · Provide post-session written summary of decisions and action items. · Provide session evaluation and evaluation summary. 4. Consult on linkages between City strategy, tactical project planning/prioritization, and budgeting processes. 5. Overall project management. All intellectual property of Sherry L. Lurid Associates developed prior to this contract'and used in the scope of this contract will remain the sole property of Sherry L. Lund Associates with all rights reserved. City of Dublin (Client) Responsibilities 1. Make relevant documents available that would inform the background-gathering process, e.g., brochures, plans, and previous meeting summaries. 2. Make City Council and City Executive Staff members available as needed to plan and complete the strategic planning process. 3. Provide coordination and support in scheduling individual meetings. Consulting Services Agreement between City of Dublin and Sherry L. Lund Associates--Exhibit A December 16, 2003 Page 1 of 2 4. Provide meeting space, A-V equipment, and meals for the one-day strategic planning session. 5. Provide relevant data and content on key ~ity topics, e.g., trends in population, business, employment, housing, transportation, public safety, revenue, social/cultural life, etc. 6. Wholly own the process of writing, editing, graphics, and printing for a formal plan document, should one be produced. Co_nsulting Services Agreement between City of Dublin and Sherry L. Land Associates--Exhibit A December 16, 2003 Page 2 of 2 EXHIBIT B COMPENSATION SCHEDULE o The City of Dublin will pay Consultant at the discounted government/non-profit rate of $210.00 per hour upon completion of services performed pursuant to Exhibit A of this Agreement. Consultant shall invoice The City of Dublin on a monthly basis providing a detailed accounting of time and service provided. The City of Dublin will provide payment to Consultant within 30 days of invoicing. Payment under the terms of this Agreement will not exceed the total amount of $15,000 (The Scope of Services as presented is estimated at 59 hours or $12,390.00). This estimate is based on the best projection of the work as outlined in Exhibit A. If Client changes the project scope or does not-meet deadlines and/or responsibilities as outlined that impact Consultant time, Consultant will inform Client of the impact on costs prior to work being performed, and actual time required for this project will be charged by the Consultant. The bulk of the strategic planning process needs to be completed by January 23, 2004. Cancellation/Rescheduling Policy: There is no charge made if a ½ day or longer consulting date can be mutually rescheduled by Client and Consultant within 3 weeks of the original date; if the session cannot be rescheduled during this time frame, the cancellation schedule applies. Fees for cancellation (or rescheduling as previously described) for any reason are applied on the following schedule, which reflects both advance preparation and exclusive holding of a date for a client: 6 weeks in advance - 25% fee; 5 weeks in advance - 50% fee; 4 weeks in advance - 100% fee. A 100% cancellation charge will apply to individual meetings that are not cancelled with 24 hours prior notice. Materials will be charged according to their cost accrued at time of cancellation; there will be no charge for materials that can be re-used if a session is rescheduled. Consulting Services Agreement between City of Dublin and Sherry L, Lund Associates--Exhibit B December 16, 2003 Page 1 of 1 CITY OF DUBLIN BUDGET CHANGE FORM New Appropriations (City Council Approval Required): Budget Transfers: CHANGE FORM # X From Unappropriated Reserves From Budgeted Contingent Reserve.(10800-799.000) (If Other than General Fund, Fund No - Within Same Department Activity From New Revenues Between Departments (City Council Approval Required) Other Name: Name: General Fund - City Council - $15,000 Professional Services Account #: Account #: 001-10100-741-000 Name: Name: Account #: : Account #: Name: Name: Account #: Account #: Name: Name: Account #: Account #: Name: Name: Account #: Account #: ASD/Fin Mgr 1, L~.,..~ 9x.__.~_A,.._-~ Date: Signature REASON FOR BUDGET CHANGE ENTRY: The proposed budget change is to fund a Strategic Planning Process. City Manager: Date: Mayor: Posted By: H: ICC. FORMSiFORM-budget cb. ange. doc Signature As approved at the City Council Meeting on: Signature Signature Date: Date: Date: ATTACHMENT 2