Management Partners - 2018 Agreement for Strategic Planning SessionAGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this aAy of January, 2018, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Management Partners, having a principal place of business at 2107 North
First Street, Suite 470, San Jose, CA 95131.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on January 11, 2018 and will continue in effect through
June 30, 2018 unless terminated in accordance with the provisions of Article 7 of this
Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreem s 11
terminate this Agreement regardless of any other provision stated herein.
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax . purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S
employees, including, without limitation, disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific
Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in
Exhibit "C" ( "Milestone Schedule ").
B. Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above -
described services. CITY shall have no right to, and shall not, control the manner or determine
the method of accomplishing CONSULTANT'S services.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event
however shall the total compensation paid to CONSULTANT exceed $16,900.00.
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment
will be made unless CONSULTANT has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in
Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against
CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be
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responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting "direct expenses" referenced on Exhibit "A."
ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers' Compensation
CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys' fees, arising out of any injury, disability, or
death of any of CONSULTANT'S employees.
C. Indemnification of Liability, Duty to Defend
1. As to professional liability, to the fullest extent permitted by law,
CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be
unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents
and employees against any and all suits, damages, costs, fees, claims, demands, causes of action,
losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising
or resulting directly or indirectly from any willful or negligent acts, errors or omissions of
CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims
relating to the injury or death of any person or damage to any property.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against
any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any
property.
D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
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including the loss of use thereof, and (b) Professional Liability Insurance (Errors & Omissions)
with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate;
provided however, Professional Liability Insurance written on a claims made basis must comply
with the requirements set forth below. Professional Liability Insurance written on a claims made
basis (including without limitation the initial policy obtained and all subsequent policies
purchased as renewals or replacements) must show the retroactive date, and the retroactive date
must be before the earlier of the effective date of the contract or the beginning of the contract
work. Claims made Professional Liability Insurance must be maintained, and written evidence
of insurance must be provided, for at least five (5) years after the completion of the contract
work. If claims made coverage is canceled or non - renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the earlier of the effective date of the
contract or the beginning of the contract work, CONSULTANT must purchase so called
"extended reporting" or "tail" coverage for a minimum of five (5) years after completion of
work, which must also show a retroactive date that is before the earlier of the effective date of
the contract or the beginning of the contract work. As a condition precedent to CITY'S
obligations under this Agreement, CONSULTANT shall furnish written evidence of such
coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive
Liability insurance policy referred to in (a) immediately above via a specific endorsement) and
requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in
policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement maybe assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONSULTANT
acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from CONSULTANT'S
payments;
• CITY will not make state or federal unemployment insurance contributions on
CONSULTANT'S behalf;
• CITY will not withhold state or federal income tax from payment to
CONSULTANT;
• CITY will not make disability insurance contributions on behalf of
CONSULTANT;
• CITY will not obtain workers' compensation insurance on behalf of
CONSULTANT.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT'S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant's Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY' receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY'S option, may tenninate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT'S failure to professionally and /or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT'S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C" which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT'S default in the perfonnance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope
of work as described in this Agreement, to the extent such costs and expenses exceed the
amounts CITY would have been obligated to pay CONSULTANT for the performance of that
task pursuant to this Agreement.
C. Termination for Failure to Make Agreed -Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the
CITY to complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all
applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current
form and as it may be amended from time to time. CONSULTANT shall also require such
compliance of all subcontractors performing work under this Agreement, subject to the
prohibition against assignment and subcontracting contained in Article 5 above. The
CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the
CITY OF GILROY, its officers, employees, agents and representatives from and against all suits,
claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees,
including without limitation reasonable attorneys' fees, that may arise out of any violations of
the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or
representatives of either.
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C. Attorneys' Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys' fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of the
work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or
authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the
provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or
subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for
goods or services to refrain from discriminatory employment or subcontracting practices on the
basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant
for employment, or any potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses appearing in
Exhibit "A ", Section V.H. but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed delivered as of
actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other condition of
performance under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT:
CITY:
MANAGEMENT PARTNERS CITY OF GILROY
By: 1/ By:
Name: GeraAe,. Name: Gabriel A. Gonzalez _
Title: President fq��mt. Title: City Administrator
Social Security or Taxpayer
Identification Number 7>1
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Approved s to Fo
City Attorney
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EXHIBIT "A"
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of
Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULTANT agrees to assign Rod Gould, who will act in the capacity
of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED /COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written
"Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Gabriel
Gonzalez shall be the designated City contact person(s). Notice to Proceed shall be deemed to
have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided
in the Section V.H. ( "Notices ") of this Exhibit "A ".
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final
Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT
may request this determination of completion when, in its opinion, it has completed all of the
Services as required by the terms of this Agreement and, if so requested, CITY shall make this
determination within two (2) weeks of such request, or if CITY determines that CONSULTANT
has not completed all of such Services as required by this Agreement, CITY shall so inform
CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit "C ".
IV. PAYMENT OF FEES AND DIRECT EXPEN
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by. CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONSULTANT'S representations and
warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well - organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY'S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY'S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section VA) of this Exhibit "A ".
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Gabriel A. Gonzalez, City Administrator
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Andrew S. Belknap, Regional VP
Management Partners
2107 North First Street, Suite 470
San Jose, CA 95131
FEDERAL FUNDING REQUIREMENTS.
❑ If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
® If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations. in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he /she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he /she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT "B"
SCOPE OF SERVICES
2018 City Council Strategic Planning Session
Full day strategic planning session to be facilitated by Rod Gould on Saturday, February 10,
2018. Also, a half day follow -up session will be facilitated by Rod Gould on Friday, February
16, 2018.
Activity One: Prepare for the strategic planning sessions. The planning will inlcude the
following key tasks:
• Review background materials
• Conduct City Council interivews
• Meet with executive team
• Prepare agenda
• Coordinate logistics and other materials
Activity Two: Facilitate Workshop /Strategic Planning Sessions.
Activity Three: Prepare Workshop /Strategic Planning Report
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EXHIBIT "C"
MILESTONE SCHEDULE
The workshops /strategic planning sessions are scheduled for Saturday, February 10, 2018 and
Friday, February 16, 2018. Planning activities will be completed in advance of these dates. A
final draft report will be provided for review by no later than February 28, 2018 with a final
report to follow shortly thereafter.
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EXHIBIT "D"
PAYMENT SCHEDULE
A payment of $16,900.00 will be made following completion of all activities and City receipt
of the final report.
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Management
Partners
January 9, 2018
Mr. Gabriel Gonzalez
City Administrator
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Dear Mr. Gonzalez:
Thank you for the opportunity to facilitate a Council workshop in February which will be
conducted over two days, one week apart. We understand the value of allocating time to set
goals and strengthen as a team. We have the experience and skills to organize and conduct a
productive workshop, and would be pleased to work with the City of Gilroy. Rod Gould, Senior
Partner, will serve as facilitator, assisted by one of our associates who will serve as recorder.
As you know, Management Partners is a professional management consulting firm specializing
in helping local government leaders. The firm is staffed with 80 professionals who are
experienced public service managers as well as qualified management consultants. Our
consultants carry out a full range of projects for local government leaders including
teambuilding, strategic planning, organization reviews, executive coaching, performance
management, and development process reviews. Each assignment we undertake receives
careful, professional attention and we take pride in the quality of our work.
Approach
The first session will be held on Saturday, February 10, 2018, which will be a full day. This will
be followed by a half -day session on February 16.
To make the best use of Council members' time during the workshop, careful advance planning
will be done. This planning will include discussing the workshop with you, preparing an
agenda and reviewing it with you, interviewing Council members, meeting with your executive
team, and coordinating with your staff on workshop logistics. The following describes the plan
of work anticipated for the engagement.
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Mr. Gabriel Gonzalez
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Activity 1— Prepare for Workshop
Preparation will involve several steps, as described below, building on the initial discussion
Rod Gould had with you and your Mayor about the workshop. The sessions will be held one
week apart. The focus of the two days includes reviewing the strategic plan, along with the
Council's priorities and goals, and then making modifications to the strategic plan based on
discussions.
Key Tasks
1. Review background materials. Rod will review the current strategic plan and action
plan related to the strategic plan, along with other materials to provide background for
the workshop.
2. Conduct Council interviews. Rod will conduct in- person individual interviews with
each Council member to understand their priorities for the coming year. Having an
opportunity to conduct individual interviews with each member of Council is an
important step in fully understanding their expectations; what they felt was valuable
about last year's workshop; and their priorities for the future. This type of preparation is
a way to ensure the objectives for the sessions are set with Council member's interests
understood, and that desired outcomes can be well planned.
The results of the interviews will be summarized and reviewed during the first session,
or may be distributed to the Council in advance, if desired. After Rod's interviews, he
will have a phone conversation with you to discuss what he learned and how the
feedback will help shape the agendas.
3. Meet with executive team. When on -site interviews are conducted with Council
members, that will also provide an opportunity for Rod to meet with you and the
executive team to receive input about objectives for the workshop and materials that can
be prepared.
Prepare agenda. Rod ;;ill prepare a detailed draft agenda based on l.is conversations
with you and his interviews with Council members. He will review the draft with you
and then finalize it based on your feedback. We will prepare a one -page handout agenda
for distribution.
Coordinate logistics and other materials. Rod will work with you and your staff on
materials that staff will prepare in advance regarding goals and action items. He will
also coordinate with designated City staff about workshop logistics.
Activity 2 —Facilitate Workshop
Rod will facilitate. each day of the workshop in a way that is engaging and interactive, using
processes to encourage Council members and staff to have an open dialogue and productively
discuss their interests. He will facilitate consensus building throughout so the result at the end
ft;
Mr. Gabriel Gonzalez
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of the second day is Council consensus on priorities and an updated strategic plan. One of
Management Partners' analysts will record the major discussion points on flip charts and these
notes will support the preparation of a final report.
Activity 3 — Prepare Workshop Report
Following the sessions, we will prepare a summary report containing the Council's discussion
of communication and the updated strategic plan.
Optional Activity — Prepare Detailed Action Plan
If the City wishes, Management Partners can update the detailed action plan. We will be
pleased to do so for an additional fee.
Facilitation Team
Rod Gould will serve as facilitator, assisted with recording by a member of our team. Rod's
qualifications are provided below.
ROD GOURD
Rod Gould, Senior Partner, has 35 years of experience in government service, of which 29 were
in city management in California. Rod served as city manager of Santa Monica, Poway, San
Rafael, and Monrovia as well as assistant city manager of Walnut Creek. Prior to city
management, he served as a senior management consultant for the firm of Deloitte, Haskins
and Sells and assistant director of operations for the Boston Housing Authority.
Mr. Gould has served as western regional vice president of ICMA and on its executive board of
directors. He has also been president of the City Managers Department of the League of
California Cities and on the League's board of directors. He currently serves on the boards of
directors of the Institute for Local Government (as vice - chair), Davenport Institute for Public
Engagement and Civic Leadership, and HdL Companies. Rod chaired the ICMA Taskforce on
Leadership and League of Cities pension reform committee and served as city manager in
residence at Stanford, Pepperdine, Cornell, University of Southern California, and University of
California Berkeley.
He currently teaches in the USC Masters in Public Administration program and the Stanford
Local Government Summer Institute. He was an adjunct professor at San Francisco State
University and CSU Long Beach in public administration and has been an ICMA Credentialed
Manager. Rod also is an instructor for the California Police Officer Standards and Training
Commission (POST) and is director of training for the Center for Public Safety Management.
Mr. Gould is a frequent speaker at professional conferences and has received awards from
professional and civic associations in ethics, city management, community leadership,
communication, citizenship, and advancement of diverse communities. In 2017 Rod was
honored by ICMA with its Distinguished Service Award. He has authored 14 articles for
D
Mr. Gabriel Gonzalez
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Western City, Public Management, Governing, Public CEO and Public Risk magazines. Rod holds a
B.A. in economics and political science from Yale University and master's degrees in education
and public administration from Harvard University.
Project Hours and Cost
Management Partners estimates 77 hours will be required for the two -day workshop. We will
complete the plan of work described above for a fixed fee of $16,900, which includes our
expenses. If the optional activity is desired, the additional fee will be $1,400.
We would enjoy working with you on this important undertaking. Please feel free to contact
Rod Gould at (310) 633 -0434 if you have any questions.
Sincerely,
Andrew S. Belknap
Regional Vice President
Accepted for the City of Gilroy by:
Name:
Title:
Date: 0 vLVV
Is the optional activity for $1,400 included? Yes[ ] No