CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SUNNYVALE

AND SK CONSULTING FOR THE DEVELOPMENT OF
AN ECONOMIC DEVELOPMENT STRATEGIC MARKETING PLAN

THIS AGREEMENT dated ______________________________ is by and between the CITY OF SUNNYVALE, a municipal corporation ("CITY"), and SK CONSULTING, a California corporation ("CONSULTANT").

WHEREAS, CITY is in need of specialized services in relation to the development of an Economic Development Strategic Marketing Plan;

WHEREAS, CONSULTANT possesses the skill and expertise to provide the required services;

NOW, THEREFORE, THE PARTIES ENTER INTO THIS AGREEMENT.

1. Services by CONSULTANT

CONSULTANT shall provide services in accordance with Exhibit "A" attached and incorporated by reference. CONSULTANT shall determine the method, details and means of performing the services.

2. Time for Performance

The term of this Agreement shall be August 28, 2002, through delivery of all services described in Exhibit "A", unless otherwise terminated.

3. Duties of CITY

CITY shall supply any documents or information available to City required by CONSULTANT for performance of its duties. Any materials provided shall be returned to CITY upon completion of the work.

4. Compensation

CITY agrees to pay CONSULTANT on a time and expenses basis at the rates set forth in Exhibit "B" attached and incorporated by reference. Total compensation shall not exceed Seventy-Five Thousand and no/100 Dollars ($75,000.00). CONSULTANT shall submit invoices to CITY to be paid in accord with the procedures set forth in Exhibit "B".

5. Ownership of Documents

CITY shall have full and complete access to CONSULTANT's working papers, drawings and other documents during progress of the work. All documents of any description prepared by CONSULTANT shall become the property of the CITY at the completion of the project and upon payment in full to the CONSULTANT. CONSULTANT may retain a copy of all materials produced pursuant to this Agreement.

6. Conflict of Interest

No officer or employee of CITY shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement, CONSULTANT shall not accept employment or an obligation which is inconsistent or incompatible with CONSULTANT's obligations under this Agreement.

7. Confidential Information

CONSULTANT shall maintain in confidence and at no time use, except to the extent required to perform its obligations hereunder, any and all proprietary or confidential information of CITY of which CONSULTANT may become aware in the performance of its services.

8. Compliance with Laws

(a) CONSULTANT shall strictly adhere to all state and federal laws with respect to discrimination in employment and shall not discriminate against any individual on the basis of race, color, religion, gender, sexual orientation, marital status, national origin, age or disability.

(b) CONSULTANT shall comply with all federal, state and city laws, statutes, ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Agreement.

9. Independent Contractor

CONSULTANT is acting as an independent contractor in furnishing the services or materials and performing the work required by this Agreement and is not an agent, servant or employee 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. CONSULTANT is responsible for paying all required state and federal taxes.

10. Indemnity

CONSULTANT agrees to indemnify, defend and hold harmless CITY and its officers, officials, employees and volunteers from and against claims, damages, losses and expenses, including attorney fees, arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of CONSULTANT, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of CITY.

11. Insurance

CONSULTANT shall take out and maintain during the life of this Agreement policies of insurance as specified in Exhibit "C" attached and incorporated by reference, and shall provide all certificates and endorsements as specified in Exhibit "C."

12. CITY Representative

Karen Davis, as the City Manager's authorized representative, shall represent CITY in all matters pertaining to the services to be rendered under this Agreement. All requirements of CITY pertaining to the services and materials to be rendered under this Agreement shall be coordinated through the CITY representative.

13. CONSULTANT Representative

Kent Connick shall represent CONSULTANT in all matters pertaining to the services and materials to be rendered under this Agreement; all requirements of CONSULTANT pertaining to the services or materials to be rendered under this Agreement shall be coordinated through the CONSULTANT representative.

14. Notices

All notices required by this Agreement shall be in writing, and shall be personally delivered, sent by first class with postage prepaid, or by sent by commercial courier, addressed as follows:

To CITY:

Karen Davis, Economic Development Manager
Department of Community Development
CITY OF SUNNYVALE
P.O. Box 3707
Sunnyvale, CA 94088-3707

To CONSULTANT:

Kent Connick
SK CONSULTING
Third Floor, 84 South First Street
San Jose, CA 95113

Nothing in this provision shall be construed to prohibit communication by more expedient means, such as by telephone or facsimile transmission, to accomplish timely communication. However, to constitute effective notice, written confirmation of a telephone conversation or an original of a facsimile transmission must be sent by first class mail or commercial carrier, or hand delivered. Each party may change the address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of two days after mailing, unless such date is a date on which there is no mail service. In that event communication is deemed to occur on the next mail service day.

15. Assignment

Neither party shall assign or sublet any portion of this Agreement without the prior written consent of the other party.

16. Termination

If CONSULTANT defaults in the performance of this Agreement, or materially breaches any of its provisions, CITY at its option may terminate this Agreement by giving written notice to CONSULTANT. If CITY fails to pay CONSULTANT, CONSULTANT at its option may terminate this Agreement if the failure is not remedied by CITY within thirty (30) days from the date payment is due.

Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY also shall have the right to terminate this Agreement for any reason upon ten (10) days' written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be compensated in proportion to the percentage of services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONSULTANT shall present CITY with any work product completed at that point in time.

17. Entire Agreement; Amendment

This writing constitutes the entire agreement between the parties relating to the services to be performed or materials to be furnished hereunder. No modification of this Agreement shall be effective unless and until such modification is evidenced by writing signed by all parties.

18. Miscellaneous

Time shall be of the essence in this Agreement. Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision. This Agreement shall be governed and construed in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement.

By_______________________________
City Attorney

EXHIBIT "A"

SCOPE OF SERVICES

Task 1. Develop an Economic Development Strategic Marketing Plan theme and logo.

CONSULTANT shall develop a central theme/tagline and supporting graphic to help ensure consistency throughout all facets of the marketing campaign, including CITY's website, print advertising, newsletters, promotional items, etc.). The intent of this theme/logo will be to capture the duality of the "mutual appreciation" messages to all target audiences (businesses, residents and City staff) and the reciprocal nature of the relationships between them.

Task 2. Develop targeted local advertising and other communication vehicles to reach Sunnyvale residents.

Print Advertising

CONSULTANT shall develop a campaign series of three (3) half-page advertisements for The Sun which includes developing the concept, creating the ad layout, text and graphics, and producing copy suitable for publication. Following CITY approval, CONSULTANT shall perform all creative and project management tasks to complete development of the print advertising campaign. CITY shall contract for the placement of such advertisements directly with The Sun after determining the number and frequency.

Transit Advertising - Bus Shelters

CONSULTANT shall adapt the print advertising campaign for display at bus shelter locations as designated by CITY. CONSULTANT shall perform all creative and project management tasks to complete the development and placement of bus shelter displays.

Public Relations

CONSULTANT shall review and assess CITY's current media profile to determine what perceptions, if any, need modification and what story angles could be constructed as vehicles for communicating CITY's economic development objectives, including:

• Researching editorial archives to refine positioning and identify publicity opportunities.
• Creating story angles based on forthcoming programs, recent accomplishments within the community, Sunnyvale business profiles and other topics of interest to both Sunnyvale residents and businesses.
• Writing compelling press materials that will provide an impetus for editorial coverage while accurately communicating CITY's messages and goals.
• Developing a schedule for the regular dissemination of news from CITY offices.
• Initiating and maintaining contact with key editors and reporters to facilitate the publication of news and feature stories.

Utility Bill Stuffers

CONSULTANT shall perform all creative and project management tasks to adapt the print advertising campaign to a format suitable for utility bill stuffers. CITY shall determine frequency utility bill stuffers and shall arrange for printing and insertion of bill stuffers, as required.

Quarterly Report

CONSULTANT shall prepare a series of articles suitable for inclusion in CITY's Quarterly Report, highlighting the relationship between money spent in Sunnyvale and funding of community services. Articles shall be prepared using WORD software and shall be presented to CITY in electronic format.

Neighborhood Roadshow

CONSULTANT shall review CITY's existing PowerPoint presentation and modify and script a revised presentation to show neighborhood groups how revenues from local businesses are used to fund CITY services.

Task 3. Develop customized specialized communications aimed at the Sunnyvale business community.

Business Kit

CONSULTANT shall develop a "Building Your Business in Sunnyvale" kit, including a complete reference guide to business resources, key CITY contact listings, CITY website information, the best ways to work with CITY on the most common business issues, how to provide goods and/or services to CITY, and other useful information for building a successful business in Sunnyvale.

CONSULTANT shall research existing resource and contact information and make recommendations to CITY about how best to reference, consolidate and/or structure the information in the kit. At CITY's discretion, CONSULTANT shall develop the kit package to hold all recommended contents and design a "key resources at a glance" piece as a primary tool in the kit as well as other support pieces, at CITY's discretion. If required, content writing shall be included in CONSULTANT's responsibility.

Business Workgroups

CONSULTANT shall assist CITY staff in identifying business workgroups who would meet with CITY staff on an ongoing basis to discuss economic development within Sunnyvale and related issues.

Business Page Newsletter

It is CITY's intent to use information obtained during business workgroup meetings to include a "We Hear You" feature in the Business Page that would alternately focus on CITY's approach or solutions to a particular business segment's "hot button" issues. CONSULTANT shall work with CITY-selected graphic artist to re-design the Business Page to include the new "We Hear You" feature and shall review and/or edit text, if required.

Sunnyvale Business Vendor Guide

It is CITY's intent to create a comprehensive "Buy in Sunnyvale" business vendor guide, arranged by broad product/service industry groups, to make it easier for Sunnyvale businesses to buy from one another. CONSULTANT shall assist CITY staff in determining the most useful organization for the guide and shall design the cover and page template using the theme/logo created under Task No. 1 of this Exhibit.

Email Blast Campaign

Using email addresses gathered from business licenses and/or other existing CITY databases/sources, CITY plans to implement a quarterly program of contact with business groups via email. CONSULTANT shall design email graphics to include an inquiry to businesses, such as "How are you doing?", with response buttons designed in to the email layout, such as "We're OK Right Now", "We've Got a Suggestion", etc. The email layout shall be designed so that, by clicking one of the response buttons, the business can send back a custom inquiry, comment or other feedback to CITY. As determined by CITY, CONSULTANT shall either administer quarterly blasts through its server system or deliver graphics to CITY to self-administer.

Business-Focused Satisfaction Surveys

CONSULTANT shall assist CITY staff in developing business-focused, department-specific satisfaction surveys for distribution by CITY on an annual basis.

Task 4. Develop communication vehicles and training programs aimed at CITY staff and designed to enhance staff-business relations.

Staff Presentation

CONSULTANT shall review CITY's existing PowerPoint presentation and modify and script a revised presentation to show at staff meetings. The focus and goal of the presentation shall be to demonstrate how valuable staff service is to the success and satisfaction of Sunnyvale businesses and how CITY staff benefit from when Sunnyvale businesses are successful.

Harbinger Newsletter

It is CITY's intent to use the Harbinger as a platform to present a new "This Month's Business Hero" feature which will showcase the exemplary service given to business by a particular staff member. CONSULTANT shall work with CITY-selected graphic artist to design the new feature and shall review and/or edit text, if required.

Staff Evaluation and Training Sessions

CONSULTANT shall prepare staff surveys which include multiple choice and open-ended questions to target CITY communication strengths, weaknesses and opportunities. Issues to be examined include:

• Cross-functional communication points of contact.

CONSULTANT shall conduct focus groups with department heads to deepen understanding of survey results and define the training needs of the organization.

CONSULTANT shall prepare and submit to CITY a written communications assessment report.

EXHIBIT "B"

COMPENSATION

Project Budget

Services shall be performed on a time and expenses basis within the following budget for each task:

Budgeted

Task No.

Task Description

Amount*

1.

Develop an Economic Development Strategic Marketing Plan theme and logo.

$ 1,000*

2.

Develop targeted local advertising and other communication vehicles to reach Sunnyvale residents.

Print Advertising

$ 6,500*

Transit Advertising

$ 7,500*

Public Relations/Research

$ 1,000

Public Relations (Per Article)

$ 1,500

Utility Bill Stuffers

$ 1,500*

Quarterly Report (Per Article)

$ 1,500

Neighborhood "Roadshow"

$ 2,000

3.

Develop customized specialized communications aimed at the Sunnyvale business community.

Business Kit

$12,500*

Business Workgroups

$ 1,000

Business Page

$ 2,000

Sunnyvale Business Vendor Guide

$ 2,500*

Email Blast Campaign

$ 2,500*

Business-Focused Satisfaction Surveys

$ 2,500

4.

Develop communication vehicles and training programs aimed at CITY staff and designed to enhance staff-business relations.

PowerPoint Presentation

$ 1,500

Harbinger

$ 2,000

Staff Evaluation and Training Sessions

$ 7,000

*Includes Design/Production Art.

Fee Schedule

Hourly Rate - Marketing Staff

Mark Waxman

$325.00

Kent Connick

$200.00

Brenda Komar

$250.00

Lisa Rice

$200.00

Erika Wolbach

$200.00

Justin Bianchi

$200.00

Hourly Rate - Designers

Design

Sue Webb

$ 85.00

Erin Conigliaro

$100.00

Kari Smyth

$ 75.00

Tricia Kelly

$100.00

Reimbursable Expenses

Direct expenses shall be reimbursed at actual cost.

EXHIBIT "C"
INSURANCE REQUIREMENTS

• Protection against claims arising from bodily and personal injury and damage to property, resulting from CONSULTANT's or CITY's operations and use of owned or non-owned vehicles.

• The policy must cover complete contractual liability. Exclusions of contractual liability as to bodily injuries, personal injuries and property damage must be eliminated.