HomeMy WebLinkAboutProfessional Service Agreement with Red Sky Public Relations, Inc. for Strategic Planning ServicesAGREEMEIVT
FOR
PROFESSIONAL SERVlCES
TIiIS AGREEMENT FOR PRO~ESSIONAL SERVICES is made this 2gtn
day of IVlav , 2008, and entered into by and befinreen the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho, hereinafter referred to as
"CITY", 33 East Idaho Avenue, Meridian, Idaho 83642, and RED SKY PUBLIC
RELATIONS Inc. hereinafter referred to as "CONSULTANT', whose business address
is 518 South 9t Street, Suite 300, Boise, Idaho 83702.
INTRODUCTION
Whereas, the City has a need for services involving Strateaic Plannin4
Services; and
WHEREAS, the Consultant is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
Scope of Serv6ces:
1.1 CONSULTANT shall perForm and furnish to the City upon execution
of this Agreement all senrices, and comply in all respects, as specified in
the document titled "Scope of Services" a copy of which is attached hereto
as Exhibit "A" and incorporated herein by this reference, together with any
amendments that may be agreed to in writing by the parties.
1.2 All documents, drawings and written work product prepared or
produced by the Consultant underthis Agreement, including without
limitation electronic data files, are the property of the Consultant; provided
, however, the City shall have the right to reproduce, publish and use all
such work, or any part thereof, in any manner and for any purposes
whatsoever and to authorize others to do so. If any such work is
copyrightable, the Consultant may copyright the same, except that, as to
any work which is copyrighted by the Consultant, the City reserves a
royalty-free, non-exclusive, and irrevocable license to reproduce, publish
and use such work, or any part thereof, and to authorize others to do so
for internal purposes only.
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1.3 The Consultant shall provide services and work under this
Agreement consistent with the requirements and standards established by
applicable federal, state and city laws, ordinances, regulations and
resolutions. The Consultant represents and warrants that it will perForm
it's work in accordance with generally accepted industry standards and
practices for the profession or professions that are used in performance of
this Agreement and that are in effect at the time of performance of this
Agreement. Except for that representation and any representations made
or contained in any proposal submitted by the Consultant and any reports
or opinions prepared or issued as part of the work performed by the
Consultant under this Agreement, Consultant makes no other warranties,
either express or implied, as part of this Agreement.
2. Consideration
2.1 The Consultant shall be compensated on a Lump Sum basis as
provided in Exhibit B"Payment Schedule" attached hereto and by
reference made a part hereof.
2.2 The City will pay within 30 days of receipt of a correct invoice and
approval by the City. The City will not withhold any Federal or State
income taxes or Social Security Tax from any payment made by City to
Consultant under the terms and conditions of this Agreement. Payment of
all taxes and other assessments on such sums is the sole responsibility of
Consultant.
2.3 Except as expressly provided in this Agreement, Consultant shall
not be entitled to no receive from the City any additional consideration,
compensation, salary, wages, or other type of remuneration for services
rendered under this Agreement., including , but not limited to, meals, ~
lodging, transportafion, drawings, renderings or mockups. Specifically,
Consultant shall not be entitled by virtue of this Agreement to .
consideration in the form of overtime, health insurance benefits, retirement
benefits, paid holidays or other paid leaves of absence of any type or kind
whatsoever.
3. Time of Performance:
This agreement shall become effective upon execution by both parties,
and shall expire upon completion of the agreed upon services, September
30, 2008 or unless sooner terminated as provided below or unless some
other mefhod or time of termination is listed in Exhibit A. This Agreement
RED SKY - STRATEGIC PLANNING - pa9@ 2 Of 7
shall terminate automatically on the occurrence of (a) bankruptcy or
insolvency of either party, or (b) sale of Consultants business
4. Indepenclent Contractor:
4.1 In all matters pertaining to this agreement, CONSULTANT shall be
acting as an independent contcactor, and neither CONSULTANT nor any
officer, employee or agent of CONSULTANT will be deemed an employee
of CITY. Except as expressly provided in Exhibit A, Consultant has no
authority or responsibility to exercise any rights or power vested in the
City. The selection and designation of the personnel of the CIN in the
performance of this agreement shall be made by the CITY.
4.2 Consultant shall determine the method, details and means of
performing the work and services to be provided by Consultant under this
Agreement. Consultant shall be responsible to City only for the
requirements and results specified in this Agreement and, except as
expressly provided in this Agreement, shall not be subjected to City's
control with respect to the physical action or activities of Consultant in
fulfillment of this Agreement.
5. Bndemnification:
CONSULTANT shall indemnify and save and hold harmless CITY from
and for any and all losses, claims, actions, judgments for damages, or
injury to persons or property and losses and expenses and other costs
including lifigation costs and attorney's fees, arising out of, resulting from,
or in connection with the performance of this Agreement by the
CONSULTANT, its servants, agents, officers, employees, guests, and
business invitees, and not caused by or arising out of fhe tortuous conduct
of CITY or its employees
6. Notices: Any and all notices required to be given by either of the parties
hereto, unless otherwise stated in this agreement, shall be in writing and be
deemed communicated when mailed in the United States mail, certified,
return receipt requested, addressed as follows:
City of Meridian
Purchasing Agent
33 E. Idaho Avenue
Meridian, Idaho 83642
RED SKY - STRATEGIC PLANNING - page 3 of 7
Red Skv Public Relations. Inc.
Attn: Alicia A. Ritter President
518 South 9 Street. Suite 300
Boise. ID 83702
Either party may change their address for the purpose of this paragraph
by giving written nofiice of such change to the other in the manner herein
provided.
7. Assignment: It is expressly agreed and understood by the parties hereto,
that CONSULTANT shall not have the right to assign, transfer,
hypothecate or sell any of its rights under this Agreement except upon the
prior express written consent of CITY.
8. Discrimination Prohibited: In performing the Services required herein,
COIVSULTANT shall not unlawfully discriminate in violation of any federal,
state or local law, rule or regulation against any person on the basis of
race, color, religion, sex, national origin or ancestry, age or disability.
9. Compliance with Laws: In performing the scope of services required
hereunder, CONSULTANT shall comply with all applicable laws,
ordinances, and codes of Federal, State, and local governments.
10. Changes: The CITY may, from time to time, request changes in the
Scope of Services to be performed hereunder. Such changes, including
any increase or decrease in the amount of CONSULTANT'S
compensation, which are mutually agreed upon by and between the CITY
and CONSULTANT, shall be incorporated in written amendments to this
Agreement.
11. Termination: If, through any cause, CONSULTANT, its officers,
employees, or agents fails to fulfill in a timely and proper manner its
obligations under this Agreement, violates any of the covenants,
agreements, or stipulations of this Agreement, falsifies any record or
document required to be prepared under this agreement, engages in
fraud, dishonesty, or any other act of misconduct in the performance of
this contract, or if the City Council deterrnines that termination of this
Agreement is in the best interest of CIN, fhe CIN shall thereupon have
the right to terminate this Agreement by giving written notice to
CONSULTANT of such terminafion and specifying the effective date
thereof at least fifteen (15) days before the effective date of such
terminafion. CONSULTANT may terminate this agreement at any time by
giving at least sixty (60) days notice to CITY.
12. Advice of Attorney: Each party warrants and represents that in
executing this Agreement. It has received independent legal advice from
it's attorney's or the opportunity to seek such advice.
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13. Entire Agreement: This Agreement contains the entire agreement of the
parfies and supersedes any and all other agreements or understandings,
oral of written, whether previous to the execution hereof or
contemporaneous herewith.
14. Applicable Law: This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Idaho, and the
ordinances of the City of Meridian.
15. Approval Required: This Agreement shall not become effective or
binding until approved by the City of Meridian.
CITIf OF MERIDIAN
BY: ~~~~1
TAMMY d EERD, IVIAYOR
RED SKY PUBLIC RELATIONS
C( 12 ~'CS/a~l
Print e: ` ~ ~~
Appcoved by Council: ~/~
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Attest: .~ ~
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JAYC L. HOLMAN, CtTY ~L.E ~, A~ ;
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Approved as to Content ~''~-~~r,,, ~~~~t~~"~~ Department Approval
BY: c~~a ~, "/ ~ ~ G ~ ~~~ BY:
KEITH WATI'S, PUFrCHA~ING AGENT
NAME: ~ F i lR- .. L~RJ~Ey
Dated: y 0 8
~- TITLE: ~;~~,~ ~ 1 D ~ ~6LlC~
Approved as to Form
Dated: b ~ - ~o
CITY ATTORNEY
RED SKY-STRATEGIC PLANNING - page 5 of 7
EXHIBIT A
SCOPE OF SERVICES
Phase I: Discoverv. Assessment. Planroinct & Facilitation
• identify metrics/indicators for how the City of Meridian will define success in
meeting iYs stated vision for 2020;
• articulate milestones along the way;
• identify linkages between departments, internal and external
agencies/organizations, etc. that will help leverage resources and meet said
milestones;
• pinpoint potential barriers and opportunities;
• develop guiding principles that leadership will adopt and carry through.
#1: Meet with client team to gather input, desired end result (completed 5/8)
#2: Review City of Meridian web site: values, mission, etc
#3: Review City of Meridian materials forwarded to Red Sky
- Strategic Planning Meeting with City Council Worksheet: April 14,
2008; and Summary Document, April 28, 2008
- Meridian City Council Strategic Planning Minutes: September 17,
2007
- Cogs & Seal Diagram
- Planning 8~ Positioning Questionnaire
- Posifioning Plans 2005: Fire Chief, Finance Director, City Clerk,
City Attorney, Planning Department, Parks & Recceation, Police
Department, Public Works
- City of Meridian: Comprehensive Plan (on web site)
#4: Conduct One-on-One Leadership Team Interviews, including P. Stiffler
Conduct interviews with other members of the Mayor's leadership team:
fire, parks, finance, planning, city attorney. Will ask for Robert's
assistance in lining these up to save on baek/forth time.
#5: One-on-one Citizen Interviews
The Mayor has requested interviews with Meridian citizens. We will reach
o~t to 6-8 citizens, identified with the help of Robert. We will want a
representative cross-section, and can help identify folks with whom the
City has no relationship.
#6: Assess Findings/Plan for Facilitated Session (road map, driving questions,
engagement activities, defined outcomes)
#7: Facilitate 2-Hour Session with Leadership Team
#8: Develop Follow Up/Next Steps Memo with action items and defined roles/
responsibilities; meet with team to present and review ,
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. } ~.
EXHIBIT B
PAYMENT SCHEDULE
Services rendered under this contract will be billed on a Time and Material basis per the
hourly schedule below with a total NOT-TO-EXCEED amount of $4,000.00.
Services will be billed per the following schedule:
Principal: $150/hour ~
Account Execufive: $100/hour;
Assistant Account Executive: $75/hour
Administrative: $50/hour
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