Museum Strategis Planning
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT
(the "Agreement") is made and entered into as April 23, 2007, between:
DIANE 1. MATARAZA, INC., a Florida corporation with mailing address 2901
Camberly Circle, Viera FL 32940 (hereinafter, the "Consultant"), the City of
Salina, located at 300 W. Ash, Salina, Kansas 67401 and the Friends of the Smoky
Hill Museum, Inc., offices located at 211 W. Iron, Salina, Kansas 67401
(hereinafter, the "Clients").
WITN ESSETH:
WHEREAS, the Clients desires to retain the services of the. Consultant to conduct a
strategic planning process for the Smoky Hill Museum (SHM), a division of the Salina Arts and
Humanities Commission, a department of the City of Salina (hereinafter, the "City") and the Friends
of the Smoky Hill Museum, Inc. (hereinafter, the "Friends"), and
WHEREAS, the parties hereto have agreed to enter into this Agreement in order to set
forth the terms of their agreement and to defme the scope of the services to be provided by the
Consultant, and all as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is hereby agreed as follows:
1. Services of Consultant. The Consultant, with the assistance of the Consultant's sub-
contractors (Nicholas Walsh, President, Strategic Communications, Inc.) will work directly with
the SHM's Director or designee in order to execute the detailed scope of work in Attachment A.
2. Compensation for Services. In consideration of the services to be provided hereunder
by the Consultant, and consultant's designated sub-contractors, the Clients (The City paying
65%, the Friends paying 35%) agree to compensate the Consultant a total of $10,000 to
complete the project according to Attachment A: Detailed Scope of Work. Compensation for
consultant time and sub-contractor services, time and materials: Total fees: $10,000. Details
below:
DM Total Time allocated to on sites, communications and phone meetings
* Flat fee for plan writing, editing and production
Total fee for Museum plan compilation
Total fee rounded down.
$5,200.00
$5,000.00
$10,200.00
$10,000.00
Payments will be made according to the schedule below.
I Payment Date
I Deliverable
I Amount I
SHM Contract, Aplil 23, 2007
Upon recei t of
Upon receipt of final Ian 25%
Steps 7-8 - Pinal Submission
$2,500
$2,500
$2,500
$2,500
- 25%
The Consultant agrees to complete the project in an agreed upon timeline according to
Attachment A: Detailed Scope of Work. Should contract payment be delayed, the Consultant
reserves the rightto stop work on the project until payment is received.
3. Confidentiality and Non-disclosure Agreement. The Consultant hereby acknowledges
and agrees that all information to be provided and disclosed by the Clients t~ the Consultant shall be
deemed proprietary in nature and shall be held in strict confidence and shall be used only for the
purposes provided herein. No such information shall be disclosed to any third parties except with
the prior written consent of the Clients and upon prior approval of the content of such disclosure.
4. Independent Contractor. Both the Clients and the Consultant agree that the Consultant
will act as an independent contractor in the performance of duties under this contract. Accordingly,
Consultant shall be responsible for payment of all taxes including Federal, State and local taxes
arising of the Consultant's activities in accordance with this contract, including by way of illustration
but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance
taxes, and any other taxes or business license fees as required.
5. Nondiscrimination. During the performance of the ~ontract, the Consultant will not
discriminate against any employee or applicant for employment in the performance of said contract
and the Consultant shall include similar provisions in all subcontracts under his contract with the
Clients. The Consultant shall observe all provisions of Sections 13-131; 13-132; 13-133, and 13-
134 of the Salina Code. .
6. Termination. This Agreement will continue in full force and effect until completion of
the project unless it is terminated for nonperformance as follows:
a. If any party fails to perform as required by this Agreement, the other parties may
terminate this Agreement by giving written notice of such failure to perform and the intent to
terminate. If the party receiving such notice does not cure its failure to perform within 120 days of
such notice, the party issuing such notice may then terminate the Agreement by giving written
notice of termination to the other party.
b. In the event of termination, the Consultant will be paid by the Clients for all
services actually, timely and satisfactorily rendered up to the receipt of the date of termination. The
consultant will provide all work documents developed up to the date of termination after the Clients
render final payment for services.
7. Indemnification. The Consultant agrees to indemnify and save harmless the Clients,
their officials, agents, servants, officers, directors and employees from and against all claims,
expenses, demands, judgments and causes of action for personal injury or death or damage to
property where, and to the extent that, such claims, expenses, demands, judgments, or causes of
action arise from the Consultant's negligent acts.
SHM Contract, April 23, 2007
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9. Worker's Compensation Insurance. The parties acknowledge that as a Florida sole
proprietor with no employees, the Consultant is not required to carry worker's compensation
insurance.
10. Notices. Any notice required or permitted to be given by this Agreement, to be
effective, must be in writing and sent by certified U. S. Mail, Federal Express or other reputable
courier, addressed (as applicable) to the recipient thereof at its address first set forth on page one of
this Agreement, with postage and courier charges prepaid. Either party hereto may change its
respective address, for notice purposes, by delivering notice of such change to the other in
accordance with this paragraph. Any notice shall be deemed "delivered" when sent as aforesaid and
received, unless receipt is refused, in which case the notice shall be deemed" delivered" when
refused.
11. Successors and AssiePs. The Consultant shall not assign any of her duties hereunder
without the prior written consent of the Clients
12. Invalid Provision. The invalidity or unenforceability of a particular provision of this
Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were omitted.
13. Prior Aereements Superseded. This Agreement constitutes the entire agreement
between the parties hereto regarding the subject matter hereof and shall supersede any and all prior
negotiations and agreements between the parties hereto, written or oral.
14. Modification. No change or modification of this Agreement shall be valid unless the
same be in writing and signed by all of the parties hereto.
15. Applicable Law and Bindine Effect. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Kansas. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their authorized assigns.
SHM Contract, April 23, 2007
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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be
executed on the day and year first above written.
SHM Contract, April. 23,2007
"...~................... -..
DIANE L. MATARAZA, INC., a
Florida corporation
By:
Diane L. Mataraza, Pres'
(The "Consultant")
CITY OF SALINA, KANSAS
By:
Jason . Gage, City Manager
(The "Clients")
FRIENDS OF THE SMOKY HILL
MUSEUM, INC.
By, &});.~T/U,L
Bette Timme!, Friends of the Smoky Hill
Museum Board of Directors President
(The "Clients")
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Attachment A: Detailed Scope of Work
Diane and full museum staff meet and review the new workplan. We will review each step to
make sure we're clear who is doing what and when. If this is not possible during DM's March visit, we will
convene by conference call the week of April 1.
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Work Session I: Susan and Museum Staff work Session (without DM) 1. Museum history
(compile any info on existing programs Diane should see: grant narratives, literature, newsletters, board
minutes, etc.) Bundle and ship to Diane. 2. Mark up existing plan: what has been fully accomplished,
partially accomplished or not accomplished? (one document which reflects aggregate staff input) 3. What in
the existing plan is no longer relevant and why? 4. What are qualitative and quantitative outcomes for #2
above (pI. define optimal success)? 5. What is other information critical for Diane to know about the current
plan? What's missing? 6. What are important accomplishments outside the existing plan?
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Diane's review and synthesis of the above results and prep for April 30 -plan framework developed
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Diane and Museum Staff Work Session 4 - 5 hours 1. What big opportunities and challenges do we foresee?
What are new directions the Museum should pursue? How should they be integrated into the Museum's
existing plans? 2. Reaffirm existing vision and mission. 3. Determine relevance of current goals. Should we
modify them? How? 4. Discuss objectives and strategies for the next five years. Community Interviews (2
hours) Board hopes/ expectations for the future (2 hours) Diane takes and synthesizes all input and
incorporates into a revised plan draft I. Addresses AAM expectations. Diane sends Draft Plan I to Susan
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Susan reviews Draft Plan I with her staff and John in a work session without DM. Susan sends one marked
up plan to Diane with staff comments.
Susan and Diane discuss revisions by phone.
Diane incorporates revisions into the final draft
Diane submits the final plan in hard copy and PDF
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DM Total Time allocated to on sites, communications and phone meetings
* Flat fee for plan writing, editing and production
Total fee for Museum plan compilation
Total fee rounded down.
Assumptions: 1) There will be no additional travel beyond what is planned for the cultural assessment 2)
Any Teleconferencing that is needed will be scheduled and paid for by the SHM 4) Community interviews
will be scheduled by the Museum. This is for alignment with AAM planning goals.
SHM Contract, April 23, 2007
By
AprilS
By
April
20th
1 full
day
April
30 by
July 1
July
July
August
Sept
visit
0.25
1.00
1.00 *
1.75
4-.00
$5,200.00
$5,000.00
$10,200.00
$10,000.00
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Deliverables -- The final product will include:
1. Clear directional internal steps and systems the SHM will need to implement the process;
2. The final plan will include measurable benchmarks;
3. Fun strategic plan - color, hard copy, bound or loose leaf;
4. CD with plan in PDF and word format so that client can update data in the future as needed; and,
5. Electronic version of the plan in abridged format for distribution
SHM Contract, April 23, 2007
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