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Museum Strategic Planning ContractAGREEMENT FOR STRATEGIC PLANNING This Agreement for Smoky Hill Museum Strategic Planning ("Agreement") is entered into January 3, 2016, by and between the City of Salina, Kansas ("City") and Wichita State University Community Engagement Institute ("Professional"). Recitals A. The City desires to hire Professional for Strategic Planning, and Professional desires to perform those services pursuant to the terms of this Agreement. The parties, in consideration of the mutual promises set forth in this Agreement, agree and covenant: 1. Responsibilities of the Parties. The parties agree to perform the following responsibilities: 1.1. Professional shall: • Facilitation from the Center for Organizational Development and Collaboration including, but not excluded to: o Facilitate a meeting of museum staff and board members (or a subset of those groups) to review the Museum's last plan and the results associated with it, and to consider interpretations of those results. o Review other relevant existing plans, reports, and available data with an eye to how such data may be used in the planning process, o Provide an interview guide to conducting community context interviews and providing the results, o Facilitate up to two three-hour stakeholder input sessions with identified key stakeholders, o Facilitate two half-day planning retreats with Museum staff and five or six members of the board executive committee and/or ex officio members, o Provide guidance for how executive staff can use planning priorities and recommended strategies to create objectives and action steps in order to begin living out the plan, o Within 3 months following the final report, CODC will also provide one facilitator to meet with Museum leadership to demonstrate how smart experimentation can be reviewed and active course correction can become part of the organization's culture. Research from the Center for Applied Research and Evaluation o Conduct an assessment of the museum's internal and external environment, o Develop and administer a robust online survey. Coaching from the Center for Leadership Development 1.2. The City shall: • Work with the Professional to o Put together a design team to coordinate planning for information gathering and strategic planning, o Assure clear purposes are defined, o Determine all logistics including dates and locations for meetings, o Determine the make-up of work groups, o Decide how success will be evaluated A&H Agreement for Professional Services (2014-01-21) • Assure willingness to be open and frank throughout the process • Provide information needed to fully access the Museum's operations • Conduct community context interviews and provide the results with help of the Professional, • Identify key stakeholders, • Identify meeting purposes in consultation with the design team. 2. Schedule. Professional shall work with the City's Museum staff to coordinate and schedule all aspects of Professional's services under this Agreement in a mutually agreeable timeline to be completed on or before December 31, 2017. 3. Payment. In consideration for Professional's services, the City shall pay Professional the sum of $14,800, which shall be paid as follows: one half of the total cost on or before June 30, 2017 and the balance on or before December 31, 2017. Payment is due within 30 days of billing. 4. Standard Provisions. Professional acknowledges and agrees to the City's attached and incorporated Standard Provisions. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives. CITY OF SALINA, KANSAS By: Brad Anderson, Executive Director Department of Arts & Humanities 211 West Iron, P.O. Box 2181 Salina, KS 67402-2181 PROFESSIONAL WICHITA STATE UNIVERSITY 5 By: Name: John S. Tomblin Address:Wichita State University 1845 Fairmount Street Wichita, Kansas 67260 E-2 APPROVED O� LE 'PATE GENERAL COUNSEL CITY OF SALINA, KANSAS Standard Provisions 1. Release of Liability. In addition to and without limiting the governmental immunity protections afforded the City under the Kansas Tort Claims Act, K.S.A. 75-6101 el seq., Professional fully releases and discharges the City, its agents, representatives, officers, officials and employees from any and all claims, damages, losses and expenses (including but not limited to attorney fees and court costs) attributable to bodily injury, sickness, disease, death, or damage to property, including loss of use resulting therefrom, suffered by Professional, its employees, or agents during or arising from their performance of services pursuant to this Agreement, or their presence on City premises in conjunction with the performance of this Agreement, whether caused by the negligence of the City or otherwise. Provided, however, that this release shall not apply to the extent such claims are caused by the gross negligence or willful or wanton misconduct of the City or any of its employees or agents. 2. Default; Remedies. If Professional fails to perform, in whole or in part, any promise, covenant, or agreement set forth herein, or should any representation made by Professional be untrue, the City may terminate this Agreement or Professional's rights under this Agreement. In addition, the City may pursue any available remedy at law or in equity (including specific performance) by suit, action, mandamus or other proceeding to enforce and compel the performance of the duties and obligations set forth in this Agreement, to enforce or preserve any other rights or interests of the City under this Agreement or otherwise existing at law or in equity and to recover any damages incurred by the City resulting from such event of default. 3. Non -Assignable. Due to the unique qualifications and capabilities of Professional, neither the rights nor responsibilities provided for under this Agreement shall be assignable by either party, either in whole or in part. 4. Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by generally recognized, prepaid, commercial courier or overnight air courier service. Notice shall be considered given when received on the date appearing on the return receipt, but if the receipt is not returned within five (5) days, then three (3) days after mailed, if sent by registered or certified mail or commercial courier service; or the next business day, if sent by overnight air courier service. Notices shall be addressed as appears above for each party, provided that if any party gives notice of a change of name or address, notices to the giver of that notice shal l thereafter be given as demanded in that notice. 5. Retention and Inspection of Records. Professional shall maintain complete, accurate, and clearly identifiable records with respect to all costs and expenses incurred under this Agreement. The records shall be maintained during the term of this Agreement, and for a period of three (3) years from the date of final payment under this Agreement (the "Retention Period"); provided, however, that if any litigation, claim or audit is commenced prior to the expiration of the Retention Period, then the Retention Period shall be extended until all litigation, claims or audit findings have been completely terminated or resolved, without right of further appeal. During the Retention Period, Professional shall allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to, or arising under, this Agreement. The City agrees to responsibly utilize all information obtained pursuant to this paragraph for the purposes of reviewing, confirming, and verifying the nature and amount of all costs and expenses incurred under this Agreement. The City agrees to take reasonable precautions not to disclose such information outside the scope of those stated purposes, subject to the Kansas open records act or other applicable law. 6. Relationship. It is expressly understood that Professional in performing services under this Agreement, does so as an independent contractor. The City shall neither have nor exercise any control or direction over the methods by which Professional performs its services hereunder. The sole interest and responsibility of the City is to see that the services covered by this Agreement are performed and rendered in a competent, efficient, and satisfactory manner. Professional shall be exclusively responsible for all taxes, withholding payments, employment -based benefits, deferred compensation plans, including but not limited to its workers compensation and social security obligations, and the filing of all necessary documents, forms, or returns pertinent to the foregoing. 7. Subcontracting. Professional shall not subcontract any work or services under this Agreement without the City's prior written consent. 8. Compliance with Applicable Law. Professional shall comply with all applicable federal, state, and local law in the performance of this Agreement. 9. Equal Opportunity. (a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, Professional and its subcontractors, if any, agree that: (1) Professional shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the performance of work under this Agreement because of race, sex, religion, age, color, national origin, ancestry or disability; (2) Professional shall include in all solicitations, or advertisements for employees, the phrase "equal opportunity employer," or a similar phrase to be approved by the City's human relations director; (3) If Professional fails to comply with the manner in which Professional reports to the Kansas human rights commission in accordance with the provisions of K.S.A. 44-1031 and amendments thereto, Professional shall be deemed to have breached this Agreement and it may be canceled, terminated or suspended, in whole or in part, by the City; (4) If Professional is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final, Professional shall be deemed to have breached this Agreement and it may be canceled, terminated or suspended, in whole or in part, by the City; (5) Professional shall not discriminate against any employee or applicant for employment in the performance of this Agreement because of race, sex, religion, age, color, national origin, ancestry or disability; and (6) Professional shall include similar provisions in any subcontract under this Agreement. (b) The provisions of this section shall not apply to this Agreement if Professional: (1) Employs fewer than four employees during the term of this Agreement; or (2) Contracts with the City for cumulatively $5,000 or less during the City's calendar fiscal year. 10. Administration of Agreement. All references in this Agreement requiring the City's participation or approval shall mean the participation or approval of the City Manager, unless otherwise provided herein. 11. Attorney Fees. If any suit or action is instituted by either party hereunder, including all appeals, the prevailing party in such suit or action shall be entitled to recover reasonable attorney fees and expenses from the non -prevailing party, in addition to any other amounts to which it may be entitled. 12. Right to Independent Legal Advice. Professional understands and acknowledges the right to have this Agreement reviewed by legal counsel of Professional's choice. 13. Applicable Law; Venue. This Agreement and its validity, construction and performance shall be governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be in the Saline County, Kansas District Court. 14. Interpretation. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against any party. 15. Time. Time is of the essence of this Agreement. No extension will be granted unless in writing and signed by the parties. Should the end of a time period fall on a legal holiday that termination time shall extend to 5:00 p.m. of the next full business day. 16. Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. 17. _Authority and Consent to Transaction. Each party represents to the other that the person executing this Agreement has full and legal authority to bind such party to the terms of this Agreement, and that the execution and delivery of this Agreement have been duly and validly authorized by the governing body of each party. 18. Persons Bound. This Agreement shall extend to and bind the heirs, executors, administrators, trustees, successors and authorized assigns of the parties hereto. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, or in multiple originals, and all such counterparts or originals shall for all purposes constitute one agreement. 20. Amendments. Neither this Agreement nor any of its terms may be changed or modified, waived, or terminated except by an instrument in writing signed by an authorized representative of the party against whom the enforcement of the change, waiver, or termination is sought. 21. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term of this Agreement, or to exercise any right or remedy consequent to a breach thereof, shall constitute a waiver of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this Agreement, but each and every term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 22. Conflict Resolution. No interpretation of this Agreement shall be allowed to find the City has agreed to binding arbitration. 23. No Third Party Beneficiaries. Solely the parties to this Agreement shall have rights and may make claims under this Agreement. There are no intended third party beneficiaries under this Agreement, and no third parties shall have any rights or make any claims hereunder. 24. Typewritten or Handwritten Provisions. Typewritten or handwritten provisions inserted or attached shall supersede all conflicting printed provisions. 25. Feminine -Masculine, Singular -Plural. Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include all genders. 26. Headings. The headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the interpretation of any provision hereof. 27. Merger Clause. These terms are intended by the parties as a complete, conclusive and final expression of all the conditions of their Agreement. No other promises, statements, warranties, agreements or understandings, oral or written, made before or at the signing thereof, shall be binding unless in writing and signed by all parties and attached hereto.