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10-0412_ROBERTS, KATE_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 12th day of April, 2010, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Kate Roberts (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to develop and prepare the Long -Term Strategic Business Plan Document; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by Consultant shall consist of those tasks as set forth in Exhibit' A," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than August 30, 2010. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $11,232 excluding expenses as set forth in Exhibit "A," attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to City. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. M 0 0 Section 9. Compliance with Law: E -Verify. 9.1. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 9.2. E -Verify. If Consultant is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Consultant shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at http://www.uscis.clov, or access the registration page at https://www.vis-dhs.com/employerreoistration. Consultant shall certify its registration with E -Verify and provide its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. 3 Section 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 14.1 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles as required by law in the State of California 14.2 Worker's Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 12 0 14.3 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.4 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.5 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Cindy Russell, Assistant City Manager To Consultant: Kate Roberts FounderICEO thewiredwoman 28071 Via de Costa San Juan Capistrano, CA 92675 5 Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 18. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By; J Tait, ity Manager CONS NT APPROVED AS TO FORM: By: Kate Roberts. FounderICEO thewiredwoman A Client: The City of San Juan Capistrano (The "City") Primary Contact: Cindy Russell, Assistant City Manager April 1, 2010—Amended Proposal #2 PROJECT: Long Term Vision Strategic Business Plan Project Background The City Council identified the development of a Long Term Vision Strategic Business Plan ("The Plan") as a City Council priority in FY 2008-09. The completed Plan will provide the framework for the City's programs, projects, activities, and financial resources. This proposal outlines the recommended approach, specific deliverables, and professional fees to complete the final phase of the project which began in June 2008, and will culminate here in the creation of the Plan. The Plan will include all of the content developed thus far by the Strategic Issues Action Plan Teams and GFOA, and provide the City a roadmap that encompasses major governing policies and strategies, the operational approaches to implementing the strategies, and a method to achieving and maintaining financial sustainability. The following are some of the key elements that will be incorporated in the Plan to achieve these imperatives: • Mission and values. The City's Values and Mission Statements provide the broad vision of success, and the Plan is the map that gets us there. • Strategies, tactics and specific metrics. Strategies are the broad objectives the City sees for the future and desires to accomplish and maintain. Tactics identify the City's projects, methods and movements toward the successful outcome of the strategies. Metrics will be the measurable goal that defines success for each tactic. • Key Performance Indicators (KPIs). KPIs are used to summarize progress toward the City's strategic objectives. Together, these outcome measures form a "scorecard" of the City's progress, and will facilitate the ongoing monitoring of the Plan's implementation and sharing of progress with staff, partners and the public. • Differentiation between on-going and new initiatives. The Plan will differentiate between "on-going" and "new" initiatives being undertaken in pursuit of the strategic issues, as well as who is leading each initiative, and what the budgetary impact is. © thewiredwomon confidential I I P a g c EXHIBIT A 0 0 Part of a complete system. The Plan will work in sync with the City's budget process. Long term financial forecasts. The Plan will incorporate long term forecasts using the MuniCast system. An effective and flexible forecast strategy and clear methodology will be imperative in delineating assumptions behind various financial scenarios. • Concise and visually engaging format. A concise and attractive plan will be more readily read and used. Appendices can be used to provide more detailed information. Kate Roberts' Background As Founder and CEO of thewiredwoman, Kate Roberts helps organizations achieve their mission through strategic planning and the integration of sustainability values with core business processes. She leverages proven process methodologies and extensive project management experience to ensure successful completion of clients' objectives. Kate shares her sustainability expertise in the Capistrano Dispatch's "Sustainable Living" column. Kate spent a decade at Cisco Systems, Inc. leading strategic initiatives and creating successful public-private partnerships with global NGOs such as the United Nations. Over her twenty plus years in the high tech industry she created and implemented strategic solutions in sales, marketing, alliance building and corporate social responsibility. (Note: a recommendation letter from Kate's former manager at Cisco Systems is included as Attachment 2 to this proposal.) She currently serves on the Board of The Ecology Center, a non-profit in San Juan Capistrano whose mission is to educate, inspire and involve people in the stewardship of Southern California's environment. Previous Board service includes Laura's House, a regional domestic violence services agency, and NetAid, a national non-profit organization established in 1999 to educate, inspire and empower young people to fight global poverty. Kate also has volunteered with Save the Children, where she organized and led a women's empowerment delegation to Ethiopia and Uganda in 2004. Kate graduated with honors from the University of California at Irvine and received a post- graduate certificate in cross -sector partnership from Cambridge University in England. A world traveler and native Californian, she speaks four languages, is an avid photographer, and lives in San Juan Capistrano with her husband of 19 years, Buz, and their dog, Davis. Kate's participation over the last 5 months in several of the City's long term strategic business planning workshops, and her strong relationships with City staff will enable her quickly assimilate the work completed thus far, and "hit the ground running". Kate's project management skills, strategic insights, sustainability expertise, and leadership ability will enable her to create an effective Plan that will be a cohesive blueprint for San Juan Capistrano's bright future. 0 thewiredwoman confidential 2 111 a c 2 0 0 PRELIMINARY PROJECT PLAN Objectives • Create a Long Term Vision Strategic Business Plan that: • Aligns community values with the delivery of strong level of service to the community and maintains a solid financial position for the future ■ Is supported by solid long-term financial analysis, detailed implementation strategies and performance measures • Is used as part of the on-going management of the City as the framework around which all City programs, projects, activities and financial resources are structured and allocated Deliverables • Review Draft. Generate a draft of the Plan for review based on outline developed by G FOA. • Final Draft. The final draft is the immediate predecessor to the published version of the Plan. • Publishable Version. A file of the Plan is provided that is ready for publishing. (Note: the City will be responsible for printing the plan.) Project Approach There are three steps in the project: 1. Jump Start 2. Validation and Discovery 3. Finalize Plan Step 1: Jump Start Purpose Understand expectations of final plan and begin collection of content and work done to date that will be incorporated into Plan. Actions -Gather materials, content -Identify key stakeholders -Meet with Core Team and others to begin collection and assimilation of work done to date Timetable Week 1 0 thewiredwoman confidential 3 1 P a c e Step 2: Validation and Discovery Purpose Compile and aggregate all elements and content necessary to create draft Plan. Actions -Create sections for each Strategic Issue -Identify gaps with existing content -Engage graphic designer to create look and feel for final Plan -Present draft to City Council Deliverables Review Draft of Plan Timetable Week 2-10 Step 3: Finalize Plan Purpose Ensure all inputs are incorporated into final Plan. Actions -Incorporate final input from GFOA, Steering Committee, staff -Finalize edits -Finalize graphics and other elements of final draft -Present final version to Steering Committee Deliverable Final publishable version of Plan Timetable Week 11-13 Detailed Workplan A detailed workplan is included in Attachment 1. This is a flexible plan that outlines the tasks and timelines for the project. Professional Fees Based on the objectives, timeline and assumptions outlined here, the fees for this project are as follows: Step Hours Rate Professional Fees Step 1 & 2 80 $120 Step 3 24 $120 $ 2,880 Totals 104 $ 12,480 Public Sector Discount -10% GRANDTOTAL $ 11,232 Process thewiredwoman will provide Client with progress reports. Should work be deemed necessary beyond the scope of this proposal, an amendment will be created and approved by both parties before additional work begins. © thewiredwoman confidential 41 Page E Assumptions • The City will appoint a project manager to interface with Consultant. • Consultant will have access to City staff and other stakeholders as necessary to complete the project in the timelines identified. • Consultant will have access to all necessary documents and information, such as (but not limited to) financial modeling and other data, and the City will be responsive to Consultant's requests for information, materials and feedback. • Costs included in this proposal do not include any production costs, graphic design work or printing costs associated with the final Plan. • Scope for this Proposal is limited to the completion of the City's Long Term Vision Strategic Plan. Future work may include facilitating implementation and monitoring. • Upon successful conclusion of this project, the City will acknowledge Kate's participation in the final Plan and supply a client quote for thewiredwoman's promotional materials. Terms thewiredwoman requires a purchase order to proceed with the project as described here. Payment is due upon completion of each step. Payment terms are net 30. Out-of-pocket expenses (e.g. travel) are in addition to the above Professional Fees and will be billed directly to Client within 60 days of the end of the project. To accept this proposal, please sign below. Approval Signature Date Thank you, Cindy, for your consideration. I'm excited about the opportunity to work with you! Best regards, Kate Roberts Founder ICEO, thewiredwoman Attachment 1: Workplan Attachment 2: Recommendation Letter © thewiredwoman confidential 5111 a g c a v 1 0 � iFip It � O i0 Iry ct, Y y Y O o C O c 01 0 0 `l.ii N EN C C N W J i d 'is `1 N a °°v H ¢ -LL° o v E 'a° e c uIT V v m O m to O c n c A aC+ �i w m CLw C Ol W in W O.� m LL Q C d y Y U N ° Vyl L a m li E o H pnI } N O LL y U l7 m C E J tkd.i C O L y W O 3 N L E u a u C N N y h OCL o N 0 0 `� d O H 7 �t 0 3 u -C O d� Na p 3 N yz y U_ N v W C N w l0 fp ' •7 W d L N N w Y C a H IW `O jj o o � 0 ( k 9 \/\c j \ \ &\ §iia 2 - \ \/\\ - ` ) _a E \ %[`k§ }I(® \ _ a ;_ ; \\�■ \�\`» M \}\\ \\}\\/{ \ \ \ \ � � \ � / � 9 \ . \ \ .\ EE — - . R eƒE0 ^ \\ \ 0 0 ( k 9 0 • Attachment 2: Recommendation Letter ri'lel11, Cisco March 20 2008 To Whom It May Concern: I am happy to provide an introduction to Kate Roberts as an experienced professional in developing Strategic Partnerships between business, government and nonprofit organizations dedicated to providing economic and social benefits to the underserved Kate has rich experience in this area, most recently as Senior Manager of Strategic Partnerships in Corporate Affairs at Cisco, where she led Cisco's Networking Academy partner development efforts from 2004-2008. Working with global partners such as the United Nations Development Programme (UNDP) and the State Department's US Agency for International Development (USAID), as well as corporate sponsors. Kate orchestrated the strategy, funding and deployment of partner resources in order to enable the success of the Cisco Networking Academy throughout the developing world. She also oversaw the programs global gender initiative, ensuring that women are specifically included in this empowering educational opportunity. She balanced all of her many hats with minima" resources and did an excellent job of managing her team through major turn -over and restructuring. Kate has a natural ability to bring out the best qualities in others. She is seen as an expert in her field and is viewed as a thought leader in the organization She has demonstrated her strategic thinking many times and uses the breadth of her program knowledge and unbridled passion to create new opportunities for Underserved individuals Kate cultivated mutually beneficial relationships with all of our key partners, and established a new Corporate Partner program that has brought new resources to benefit the program She has leveraged her skills and experiences to develop new ideas, challenge the status quo and generate insightful and action -oriented recommendations. Given my knowledge of her character, her many skills and her passion for helping the underserved I'm confident that whatever new tasks Kate takes on she will be successful. Sincerely. C Amy Christen Vice President. Corporate Affairs and General Manager, Networking Academy © thewiredwoman confidential 8 P a tt e Today's Date: -04/19/2010 0 CIP No. (if any): • Transmittal Routing (Check All That Apply) ❑ City Attorney ® City Manager ® City Clerk CONTRACT TRANSMITTAL Project Manager's Last Name: _Russell Phone Extension: -6301 Council or CRA Meeting Date (if applicable): APPROVING AUTHORITY: (Check One) ❑ Mayor ❑ CRA Chair X City Manager Provide (1) executed original contract for each signing party, including the City. If the agreement is to be recorded — only (1) original will be recorded with certified copies going to other parties. Please provide the mailing address of any party to receive an agreement — unless the mailing address is included within the body of the agreement: Names Street City St Zi The Wired Woman — Kate Roberts 28071 Via de Costa SJC CA 92675 OTHER INSTRUCTIONS: Contracts have already been signed by Omar. Please return to Cindy after Clerk signs so that she can Create a PO. Thank you. 1 (0UW�s a� Y\_CdkL�_��d . Form Date: 01-2004 D-7