Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
05(I) - Approval of a Resolution Authorizing the Mayor and City Manager to Execute Professional Services Agreements for Community Survey and Strategic Planning Services Report
4646 Dakota Street SE Prior Lake, MN 55372 RESOLUTION 22-017 A RESOLUTION AUTHORIZING THE MAYOR AND CITY MANAGER TO EXECUTE PROFESSIONAL SERVICES AGREEMENTS FOR COMMUNITY SURVEY AND STRATEGIC PLANNING SERVICES Motion By: Second By: WHEREAS, the City of Prior Lake first adopted a vision and strategic plan in 2002; and WHEREAS, the city’s most recent vision and strategic plan was adopted in 2017; and WHEREAS, an updated strategic plan is necessary to examine the current state of the city, determine a desired future state, establish priorities, and define a set of actions to achieve specific outcomes; and WHEREAS, citizen input is critical to the development of the city’s long-term goals and priorities; and WHEREAS, city staff has identified Rapp Consutling Group as the faciliator for the process; and WHEREAS, WHEREAS Rapp Consulting recommends Polco & The National Research Center, Inc to conduct the community survey. The 2022 Administration department budget includes expenditures of $50,000 for the facilitator and community survey portions of this project.The remaining $4,000 will be funded from General Fund reserves. NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA as follows: 1. The recitals set forth above are incorporated herein. 2. The Mayor and City Manager are authorized to execute the Rapp Consulting Group and Polco & The National Research Center, Inc professional services agreements for the strategic planning facilitation and community survey identified in the scope of work. 3. The costs will be expensed to the Administration department general fund budget (101- 41830.00-53100.80). The 2022 Administration department general fund budget (101- 41830.00-53100.80) is amended for the addition of $4,000 to cover the contract costs above the $50,000 budget amount. 2 Passed and adopted by the Prior Lake City Council this 22nd day of February 2022. VOTE Briggs Thompson Burkart Braid Churchill Aye ☐ ☐ ☐ ☐ ☐ Nay ☐ ☐ ☐ ☐ ☐ Abstain ☐ ☐ ☐ ☐ ☐ Absent ☐ ☐ ☐ ☐ ☐ ______________________________ Jason Wedel, City Manager Policy Confluence, Inc. (dba Polco & National Research Center, Inc.) ENTERPRISE SERVICES AGREEMENT THIS ENTERPRISE SERVICES AGREEMENT (this “Agreement”)is effective as of February 23, 2022 between Policy Confluence,Inc.,a Delaware corporation (“Polco”or “Company”),and The City of Prior Lake (“Customer”).This Agreement includes and incorporates the Company’s Website Terms of Use (the “Terms of Use”found at https://info.polco.us/terms-of-use)and the Company’s privacy policy (the “Privacy Policy”found at https://info.polco.us/privacy and),which contain,among other things, warranty disclaimers, liability limitations, and use limitations. WHEREAS, Customer desires to engage Polco to conduct The National Community Survey. WHEREAS,Customer wishes to procure from Polco the services described herein,and Polco wishes to provide such services to Customer,each on the terms and conditions set forth in this Agreement. NOW,THEREFORE,in consideration of the mutual covenants,terms and conditions set forth herein,and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1.Definitions. “Authorized User”means each of the individuals authorized to use the Services (defined below in Section 2.1)or Polco Materials pursuant to the terms and conditions of this Agreement,or any additional individuals or Persons authorized to use the Services or Polco Materials as approved solely by Polco,as set forth in Schedule A. “Customer Data”means,information,data and other content,other than Resultant Data in any form or medium,that is collected,downloaded or otherwise received,directly or indirectly from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data or content by or through the Services. “Intellectual Property Rights”means any and all registered and unregistered rights granted,applied for or otherwise now or hereafter in existence under or related to any patent,copyright,trademark,trade secret,database protection or other intellectual property rights laws,and all similar or equivalent rights or forms of protection, in any part of the world. “Person”means an individual,corporation,partnership,joint venture,limited liability entity, governmental authority, unincorporated organization, trust, association or other entity. “Polco Materials”means any and all other information,data,documents,materials,works and other content,devices,methods,processes,hardware,software and other technologies and inventions, including any deliverables,technical or functional descriptions,requirements,plans or reports,that are provided or used by Polco in connection with the Services or otherwise comprise or relate to the Services. For the avoidance of doubt,Polco Materials include Resultant Data and any information,data or other content derived from Polco’s monitoring of Customer's access to or use of the Services,but do not include Customer Data. “Process”means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content. 1 DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 "Representatives"means,with respect to a party,that party's and its affiliates'employees,officers, directors, consultants, agents, independent contractors, service providers, and legal advisors. “Resultant Data”means information,data and other content that is derived by or through the Services from Processing Customer Data,including,without limitation,statistics and Services analytics, and is sufficiently different from such Customer Data that such Customer Data cannot be reverse engineered or otherwise identified from the inspection,analysis or further Processing of such information, data or content. 2.Services. 2.1.Services.The Company offers a variety of and products and services accessible through the Company’s website https://polco.us (the “Website”)free of charge including promoting civic engagement by providing tutorials,example questions,sample result dashboards,and a library of best civic engagement practices and other such functionality as may be provided from time to time (collectively,the "Free Content and Services").During the Term (defined below in Section 7.1)and subject to the and conditioned on Customer ’s and its Authorized Users’compliance with the terms and conditions of this Agreement,Polco shall use commercially reasonable efforts to provide to Customer and its Authorized Users (a)the Free Content and Services,and (b)any custom survey services as described in the attached Schedule A and this Agreement (the “Custom Services,”together with Free Content and Services,the “Services”).Polco will use commercially reasonable efforts to make the Services available to the Customer twenty-four (24)hours per day,seven (7)days per week every day of the year,except for:(i)Service downtime or degradation due to a Force Majeure Event (defined below in Section 12);(ii) any other circumstances beyond Polco’s reasonable control,including Customer ’s or any Authorized User ’s use of third party materials or use of the Services other than in compliance with the express terms of this Agreement or the Terms of Use;and (iii)any suspension or termination of Customer’s or any Authorized Users’ access to or use of the Services as permitted by this Agreement or the Terms of Use. 2.2.Service and System Control.Except as otherwise expressly provided in this Agreement,as between the parties:(a)Company has and will retain sole control over the the Services;and (b)Customer has the responsibility for making all arrangements necessary for Customer to have access to the Website and ensuring that all persons who access the Website through Customer ’s internet connection are aware of this Agreement, the Terms of Use, and the Privacy Policy, and comply therewith. 2.3.Changes.Polco reserves the right,in its sole discretion,to make any changes to the Services or Polco Materials that it deems necessary or useful to:(a)maintain or enhance the quality or delivery of Polco’s services to its customers,or (b)to comply with applicable law.Without limiting the foregoing, either party may,at any time during the Term,request in writing changes to the Services or Polco Materials.The parties shall evaluate and,if agreed,implement all such requested changes.No requested changes will be effective unless and until memorialized in a written change order signed by both parties. 2.4.Suspension or Termination of Services.Polco may suspend,terminate or otherwise deny Customer ’s or any Authorized User’s access to or use of all or any part of the Services or Polco Materials if:(a)Polco believes,in its sole discretion,that Customer or any Authorized User has failed to comply with,any term of this Agreement,or accessed or used the Services or Polco Materials beyond the scope of the rights granted or for a purpose not authorized under this Agreement;or (b)this Agreement expires or is terminated.This Section 2.4 does not limit any of Polco’s other rights or remedies,whether at law, in equity or under this Agreement. 2.5.Applicability of Additional Agreements.As a user of Company’s Website,Customer is subject to the Terms of Use and the Privacy Policy as are in effect from time to time.In the event of any conflict between this Agreement,the Terms of Use and Privacy Policy,this Agreement shall first govern,followed 2 DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 by the Terms of Use and the Privacy Policy. 3.Authorization and Customer Restrictions. 3.1.Authorization.Subject to and conditioned on Customer ’s payment of the fees and compliance with all other terms and conditions of this Agreement,Polco hereby authorizes Customer to access and use,solely during the Term,the Services and Polco Materials as Polco may supply or make available to Customer.This authorization is non-exclusive and,other than as may be expressly set forth in Section 13.6,non-transferable.Notwithstanding the foregoing,Polco hereby grants to Customer a perpetual, royalty-free,non-transferable license to use any tangible Polco Materials provided to Customer by or through the Services during the Term, which license shall survive the termination of this Agreement. 3.2.Limitations and Restrictions.Customer shall not,and shall not permit any other Person to, access or use the Services or Polco Materials except as expressly permitted by this Agreement.For purposes of clarity and without limiting the generality of the foregoing,Customer shall not,except as this Agreement expressly permits: (a)copy,modify or create derivative works or improvements of the Services or Polco Materials; (b)rent,lease,lend,sell,sublicense,assign,distribute,publish,transfer or otherwise make available any Services or Polco Materials to any Person,including on or in connection with the internet or any time-sharing,service bureau,software as a service,cloud or other technology or service; (c)reverse engineer,disassemble,decompile,decode,adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (d)bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid access credentials; (e)damage,destroy,disrupt,disable,impair,interfere with or otherwise impede or harm in any manner the Services or Polco’s provision of services to any third party, in whole or in part; (f)access or use the Services or Polco Materials in any manner or for any purpose that infringes,misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to,misappropriation,use,alteration,destruction or disclosure of the data of any other Polco customer), or that violates any applicable law; (g)access or use the Services or Polco Materials for purposes of competitive analysis of the Services,the development,provision or use of a competing software service or product or any other purpose that is to Polco’s detriment or commercial disadvantage; or (h)otherwise access or use the Services or Polco Materials beyond the scope of the authorization granted under Section 3.1. 3.3.Customer Responsibilities.Except as otherwise determined by Polco,Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services,including,without limitation,modems,hardware,servers,software, operating systems,networking,web servers and the like (collectively,“Equipment”).In the event Polco obtains or provides any such Equipment,Polco shall only be responsible for maintaining such Equipment. Customer shall also be responsible for maintaining the security of the Equipment,Customer account, 3 DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 passwords (including but not limited to administrative and user passwords)and files,and for all uses of Customer account or the Equipment with or without Customer ’s knowledge or consent. 4.Fees; Payment Terms. 4.1.Fees.Customer shall pay Polco the fees (“Fees”)for the Services on or prior to the date due set forth on Schedule A,which shall be payable to Polco in US dollars in the amounts and pursuant to the payment schedules set forth on Schedule A.To the extent Fees are not set forth on Schedule A,Polco may,in its sole discretion,modify and increase Fees upon providing written notice to Customer at least sixty (60)calendar days prior to the commencement of any Renewal Term,and the applicable Schedule A will be deemed amended accordingly.All amounts payable to Polco under this Agreement shall be paid by Customer to Polco in full without any setoff,recoupment,counterclaim,deduction,debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). 4.2.Taxes.All fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments.When legally permitted,Customer is responsible for all sales,use and excise taxes,and any other similar taxes,duties and charges of any kind imposed by any federal,state or local governmental or regulatory authority on any amounts payable by Customer hereunder,other than any taxes imposed on Polco’s income. 5.Intellectual Property Rights. 5.1.Ownership of Services and Polco Materials.All right,title and interest in and to the Services, Polco Materials and the Resultant Data,including all Intellectual Property Rights therein,are and will remain with Polco.Customer has no right,license or authorization with respect to any of the Services or Polco Materials except as expressly set forth in Section 3.1.All other rights in and to the Services and Polco Materials are expressly reserved by Polco and the respective third-party licensors.In furtherance of the foregoing,Customer hereby unconditionally and irrevocably grants to Polco an assignment of all right,title and interest in and to the Resultant Data,including all Intellectual Property Rights relating thereto. 6.Confidentiality. 6.1.Confidential Information.In connection with this Agreement,each party (as the "Disclosing Party")may disclose or make available Confidential Information to the other party (as the "Receiving Party")."Confidential Information"means information in any form or medium (whether oral,written, electronic or other)that the Disclosing Party considers confidential or proprietary,in each case whether or not marked,designated or otherwise identified as "Confidential".Without limiting the foregoing,all Polco Materials are the Confidential Information of Polco.Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:(a)was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement;(b)was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement;(c)was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not,at the time of such receipt,under any obligation to maintain its confidentiality;or (d)was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. 6.2.Protection of Confidential Information.As a condition to being provided with any disclosure of or access to Confidential Information,the Receiving Party shall for three (3)years after the Term:(a)not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;(b)not disclose or permit access to Confidential Information other than to its Representatives who:(i)need to know such Confidential Information for purposes of performing obligations under and in accordance with this Agreement;(ii)are informed of the 4 DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 confidential nature of the Confidential Information and bound by written confidentiality and restricted use obligations at least as protective as the terms set forth in this Section 6.2;(c)safeguard the Confidential Information from unauthorized use,access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care;and (d) ensure its Representatives'compliance with,and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 6. 6.3.Residual Works.In addition to other rights and provisions in this Agreement,Polco shall be free to use for any purpose the Resultant Data resulting from access to or work with the Confidential Information or any information or ideas provided by Customer with respect to the Services. 6.4.Feedback.The Customer may from time to time provide suggestions,comments or other feedback ("Feedback")to Polco with respect to the Services.Except as otherwise provided herein or in a separate subsequent written agreement between the parties,Polco will own the Feedback and shall be free to use,disclose,protect (e.g.,patent,copyright,trademark,trade secret,etc.),reproduce,license or otherwise distribute, and exploit the Feedback provided to it as it sees fit. 6.5.Compelled Disclosures.If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then,to the extent permitted by applicable law,the Receiving Party shall:(a)promptly,and prior to such disclosure,notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 6;and (b)provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure.If the Disclosing Party waives compliance or,after providing the notice and assistance required under this Section 6.5,the Receiving Party remains required by law to disclose any Confidential Information,the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. 7.Term and Termination. 7.1.Term.Initial Term: February 23, 2022 - February 23, 2023 The initial term of this Agreement shall be for a period of twelve (12)months from the Effective Date ("Initial Term").The Initial Term shall automatically renew for additional successive twelve (12)month periods (each,a “Renewal Term”,and together with the Initial Term,the “Term”),unless earlier terminated pursuant to this Agreement or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Term. 7.2.Termination.In addition to any other express termination right set forth elsewhere in this Agreement: (a)Polco may terminate this Agreement,effective immediately upon written notice to Customer,if Customer:(i)fails to pay any amount when due hereunder,and such failure continues more than thirty (30)days after the date such amounts are due;or (ii)breaches any of its obligations under Section 3.2 (Limitations and Restrictions) or Section 6 (Confidentiality); (b)either Party may terminate this Agreement,effective on written notice to the other Party,if the other Party materially breaches this Agreement,and such breach:(a)is incapable of cure;or (b) being capable of cure,remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or (c)either party may terminate this Agreement,effective immediately upon written notice to the other party,if the other party:(i)becomes insolvent or is generally unable to pay,or fails to pay,its debts as they become due;(ii)files or has filed against it,a petition for voluntary or involuntary bankruptcy or otherwise becomes subject,voluntarily or involuntarily,to any proceeding under any 5 DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 domestic or foreign bankruptcy or insolvency law;(iii)makes or seeks to make a general assignment for the benefit of its creditors;or (iv)applies for or has appointed a receiver,trustee,custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 7.3.Effect of Expiration or Termination.Upon any expiration or termination of this Agreement,except as expressly otherwise provided in this Agreement: (a)all rights,licenses,consents and authorizations (including,without limitation,access to the Services) granted by either party to the other hereunder will immediately terminate; (b)Customer shall immediately cease all use of any Services and Polco Materials and (i) promptly return to Polco,or at Polco’s written request destroy,all documents and tangible materials containing,reflecting,incorporating or based on Polco’s Confidential Information;and (ii)permanently erase Polco’s Confidential Information from all systems Customer directly or indirectly controls; except to the extend and for so long as required by applicable law and all such information and materials will remain subject to all confidentiality requirements of this Agreement; (c)Polco may disable all Customer and Authorized User access to the Services; and (d)if Polco terminates this Agreement pursuant to Section 7.2,all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable. 7.4.Surviving Terms.The provisions set forth in the following sections,and any other right or obligation of the parties in this Agreement that,by its nature,should survive termination or expiration of this Agreement,will survive any expiration or termination of this Agreement:Section 3.2,Section 5, Section 6,Section 7.3,this Section 7.4,Section 8,Section 9,Section 10,Section 11,and Section 13. 8.Representations and Warranties. 8.1.Representations and Warranties.Customer represents and warrants to Polco that it has the full right,power and authority to enter into and perform its obligations and grant the rights,licenses,consents and authorizations it grants or is required to grant under this Agreement;and Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that,as received by Polco and Processed in accordance with this Agreement,they do not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights,or any privacy or other rights of any third party or violate any applicable law.Additionally,Customer represents and warrants that Customer will use (and will cause any Authorized Users to use)the Services and Polco Materials only in compliance this Agreement, and all applicable laws and regulations. 8.2.DISCLAIMER OF WARRANTIES.ALL SERVICES ARE PROVIDED “AS IS”AND POLCO HEREBY DISCLAIMS ALL WARRANTIES,WHETHER EXPRESS,IMPLIED,STATUTORY OR OTHER, AND POLCO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE,AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,USAGE OR TRADE PRACTICE.WITHOUT LIMITING THE FOREGOING,POLCO MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES,OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF,WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION,ACHIEVE ANY INTENDED RESULT,BE COMPATIBLE OR WORK WITH ANY SOFTWARE,SYSTEM OR OTHER SERVICES,OR BE SECURE,ACCURATE, COMPLETE,FREE OF HARMFUL CODE OR ERROR FREE.ANY THIRD-PARTY MATERIALS ARE PROVIDED “AS IS”AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY 6 DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. 9.Indemnification. 9.1.Indemnification. (a)Customer shall indemnify,hold harmless and defend Polco and its affiliates and their respective officers,directors,employees,agents,successors and assigns from and against any and all losses,liability,claims,damages,actions,penalties,costs,or expenses of whatever kind,including actual attorneys’fees and the costs of enforcing any right to indemnification under this Agreement (collectively,“Losses”),arising out of or relating to (a)any negligent or more culpable act or omission by Customer or any Authorized Users in connection with use of the Services;(b)Customer ’s or any Authorized User’s use of the Services or Polco Materials other than as expressly allowed by this Agreement;and (c)Customer ’s or any Authorized User ’s breach of this Agreement;.Customer shall inform Polco as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure,and shall not settle any claim or action unless Polco consents to such settlement in writing. (b)Polco shall indemnify,hold harmless and defend Customer and its affiliates and their respective officers,directors,employees,agents,successors and assigns from and against any and all Losses arising out of or relating to (a)any negligent or more culpable act or omission by Polco in connection with the Services,(b)Polco’s breach of this Agreement,and (c)any actual or alleged infringement of a third party’s Intellectual Property Rights from the use of the Services or Polco Materials.Polco shall inform Customer as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure,and shall not settle any claim or action unless Customer consents to such settlement in writing. 10.Mitigation. 10.1.Mitigation.If any of the Services or Polco Materials are,or in Polco's opinion are likely to be, claimed to infringe,misappropriate or otherwise violate any third-party Intellectual Property Right,or if Customer's or any Authorized User's use of the Services or Polco Materials is enjoined or threatened to be enjoined,Polco may,at its option and sole cost and expense:(a)obtain the right for Customer to continue to use the Services and Polco Materials materially as contemplated by this Agreement;(b) modify or replace the Services and Polco Materials,in whole or in part,to make the Services and Polco Materials non-infringing,or (c)by written notice to Customer,terminate this Agreement with respect to all or part of the Services and Polco Materials,and require Customer to immediately cease any use of the Services and Polco Materials or any specified part or feature thereof.THIS SECTION 10.1 SETS FORTH CUSTOMER'S SOLE REMEDIES AND POLCO’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL,THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND POLCO MATERIALS)INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. 11.Limitations of Liability. 11.1.EXCLUSION OF DAMAGES.EXCEPT FOR BREACHES OF SECTION 6,IN NO EVENT WILL POLCO OR ANY OF ITS LICENSORS,SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT,TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY AND OTHERWISE,FOR ANY:(a)LOSS OF PRODUCTION,USE, BUSINESS,REVENUE OR PROFIT OR DIMINUTION IN VALUE;(b)IMPAIRMENT,INABILITY TO USE 7 DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 OR LOSS,INTERRUPTION OR DELAY OF THE SERVICES,(c)LOSS,DAMAGE,CORRUPTION OR RECOVERY OF DATA,OR BREACH OF DATA OR SYSTEM SECURITY,OR (d)CONSEQUENTIAL, INCIDENTAL,INDIRECT,EXEMPLARY,SPECIAL,ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 11.2.CAP ON MONETARY LIABILITY.EXCEPT FOR BREACHES OF SECTION 6,IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF POLCO AND ITS LICENSORS,SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER,UNDER ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT,TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY AND OTHERWISE,EXCEED THE AGGREGATE AMOUNT PAID BY THE CUSTOMER TO POLCO WITHIN THE IMMEDIATELY PRECEDING 12 MONTHS.THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 12.Force Majeure.In no event will Polco be liable or responsible to Customer,or be deemed to have breached this Agreement,for any failure or delay in fulfilling or performing any term of this Agreement,when and to the extent such failure or delay is caused by any circumstances beyond Polco’s reasonable control (a “Force Majeure Event”),including,but not limited to,failures or interruptions of communications facilities or equipment of third parties,labor strikes or slowdowns,shortages of resources or materials,acts of God,pandemics,epidemics or health emergencies,natural disasters,fire,world events,delay or disruption of shipment or delivery,trespass or interference of third parties,or similar events or circumstances outside Polco’s reasonable control,whether or not otherwise enumerated. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more. 13.General Provisions. 13.1.Further Assurances.Upon a party’s reasonable request,the other party shall,at the requesting party’s sole cost and expense,execute and deliver all such documents and instruments,and take all such further actions, necessary to give full effect to this Agreement. 13.2.No Agency.Nothing in this Agreement shall be construed to create a partnership,joint venture or agency relationship between the parties. 13.3.Headings.The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 13.4.Entire Agreement.This Agreement,including all Schedules attached hereto,constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings,agreements,representations and warranties, both written and oral, with respect to such subject matter. 13.5.Assignment.Customer shall not assign or otherwise transfer any of its rights or obligations under this Agreement without Polco’s prior written consent,which shall not be unreasonably withheld.No delegation or other transfer will relieve Customer of any of its obligations or performance under this Agreement.Any purported assignment,delegation or transfer in violation of this Section 13.6 is void. Polco shall not assign or otherwise transfer any of its rights or obligations under this Agreement without Customer ’s prior written consent unless such assignment or transfer is to an affiliate or in connection with a sale of all or substantially part of Polco’s business to which such rights and obligations pertain.This 8 DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. 13.6.Notices.Any notice,request,consent,claim,demand,waiver,or other communications under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 13.6): If to Polco:Policy Confluence, Inc. 8001 Terrace Avenue, #201 Middleton, WI 53562 E-mail:alex@polco.us Attention:Alex Pedersen, Chief Financial Officer If to Customer: E-mail: Attention: Notices sent in accordance with this Section 13.6 will be deemed effectively given:(a)when received,if delivered by hand,with signed confirmation of receipt;(b)when received,if sent by a nationally recognized overnight courier,signature required;(c)when sent,if by email,(with confirmation of transmission),if sent during the addressee’s normal business hours,and on the next business day,if sent after the addressee’s normal business hours;and (d)on the fifth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. 13.7.Amendment and Modification;Waiver.No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party.No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. 13.8.Severability.If any provision of this Agreement is invalid,illegal or unenforceable in any jurisdiction,such invalidity,illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.Upon such determination that any term or other provision is invalid,illegal or unenforceable,the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 13.9.Governing Law;Venue.This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Wisconsin.The parties submit all of their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the state and/or federal courts located in Dane County, the State of Wisconsin. 13.10.Waiver of Jury Trial.Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. 13.11.Equitable Relief.Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under Section 3.2 or Section 6 would cause Polco irreparable harm for which monetary damages would not be an adequate remedy and agrees that,in the event of such breach or threatened breach,Polco will be entitled to equitable relief,without any requirement to post a bond. Such remedies are in addition to all other remedies that may be available at law, in equity or otherwise. 9 DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 13.12.Counterparts.This Agreement may be executed in counterparts,including by facsimile or pdf, each of which shall be deemed to be an original,but all of which,taken together,shall constitute one and the same agreement. 14. Insurance Requirements 14.1 Comprehensive General Liability,The Consultant shall procure and keep in force during the duration of this contract a policy of Comprehensive General Liability insurance with a combined single limit of at least $1,000,000 each occurrence and $2,000,000 aggregate Policies described above shall be for the mutual and joint benefit and protection of the Consultant and the Client. 14.1.1 Other Insurance, The Consultant shall procure and keep in force during the term of the Agreement Worker's Compensation and such other insurance as may be required by any law, ordinance or governmental regulation. 14.1.2 Prior to commencement of Services, Polco may require that the Consultant furnish to the Client certificates of insurance policies evidencing the required coverages if the Client so desires. [Signature Page Follows] 10 DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 IN WITNESS WHEREOF,the parties hereto have executed this Enterprise Services Agreement as of the date first above written. POLICY CONFLUENCE, INC. By: Name: Title: CUSTOMER: By: Name: Title: [Signature Page to Enterprise Services Agreement] DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 Alec Vice Account Executive SCHEDULE A SERVICES AND FEES An invoice for a total of $24,200 will be created by Polco on signing of this contract. Standard payment terms are Net 30, but can be extended upon request. Scope of Work: Item & Description Unit Price Polco Performance Plan 2022 - The National Community Survey All Polco Premium Features are available to you during your subscription term to engage with your target audiences. Respondents answer questions via Polco's civic surveying and engagement platform which includes real time results and the option to have respondents verified against voter lists. As participants respond they become part of your community's digital panel available for follow up questions, surveys, polls, and other engagement. The Performance plan includes 1 benchmark survey per 12-month period. Your online report will include comparisons to our National Benchmarks, and demographic and geographic comparisons (if response is sufficient by subgroup). Our customer success team will guide your benchmark survey process to ensure smooth implementation. A representative sample of residents (or other appropriate stakeholders) will be invited to complete the survey to ensure statistically significant response and results. We will use statistically appropriate methodologies to garner community-wide representativeness with approximately a 6% margin of error (4-6% is typical and meets best practices for performance measurement, about 250-450 responses) per local jurisdiction. The invitations will contain an introduction outlining the importance of the survey and instructions for completing it. To supplement this effort, the client will be asked to participate in outreach efforts with guidance on best practices from Polco. Responses will be statistically weighted to ensure the best representation of your community (or stakeholder group, if applicable). $17,000 [A-1] DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 Additional Page of Custom Questions (Development and Analysis) If you would like to add a page of custom questions, you can work with our survey scientists to create them. $4,800 Integrate Prior Results (of surveys conducted by other entities) If you did not use Polco/NRC for your past surveys, but have past reports or datasets available, we can match your past data to any survey items that are also on your new survey to create trend lines in your online reports. Note that only questions that have a match will be included in our reports. $2,400 Total $24,200 [A-1] DocuSign Envelope ID: 46C7F861-359B-46AE-9BB2-B96454B6D023 Proposal for Strategic Planning Facilitation 2 February 7, 2022 Jason Wedel City Manager City of Prior Lake 4646 Dakota Street SE Prior Lake, MN 55372 RE: Proposal for Strategic Planning facilitation Dear Jason, Based upon your interest in strategic planning assistance, the attached proposal is submitted for your consideration. The proposal specifically addresses the City’s desired outcomes as we understand them: • Establishing strategic priorities, measurable outcomes, and performance targets for the next three-year performance period. The process will deliver a set of initiatives and actionable plans based upon a facilitated process with the City Council and staff. • Options for stakeholder input, from both internal and external stakeholders. Also included is a summary of my credentials, along with a representative client list and examples of my work. I have over 35 years of experience as a senior executive and consultant to local government and have conducted hundreds of workshops and strategy sessions across the country, and our team uses the latest engagement and implementation techniques in the industry. Thank you for the opportunity to provide these services to the City of Prior Lake. Yours truly, Craig R. Rapp President 3 Proposal The following describes a multi-step strategic planning process. The process is designed to deliver a strategic plan with performance targets and detailed action plans. *Meetings are depicted as in-person sessions. At present, it is presumed meetings will be in-person and subject to pandemic public assembly restrictions. If they are held virtually, the number and length of meetings may be modified. Step I –Project Initiation & Review of Current Environment Advance planning –Elected Officials, Senior Management Team Prior to initiating action, the consultant will interview and/or survey the elected officials, seeking personal perspectives regarding community and organizational issues and vision for the future. Concurrently, a review of previous strategic planning efforts will take place, and a project review meeting with the City Administrator and senior management will be held for the following purposes: (1) verify expected outcomes; (2) describe the strategic planning process and previous plan; (3) discuss current issues; (4) guide staff on environmental scanning and organizational profile; (5) clarify and plan the stakeholder outreach process (if applicable); (6) verify mission, vision and values to determine need for updating a. Conduct and summarize interviews/surveys b. Provide examples and guidance-environmental scan/organizational profile c. Conduct session with senior management team Review of the Operating Environment The first step in the strategic planning process is a review of the operating environment. This will be accomplished in three ways: (1) A staff developed environmental scan- a systematic review of external factors that affect the City’s operating environment using a PESTLE approach: Political, Economic, Stakeholder/Social, Technology, Legal, Environmental (including citizen issues, intergovernmental relations, demographics, and the regulatory environment). The consultant provides a format and examples **Depending upon client preference, this can be combined into one document with the organizational profile below: (2) A staff developed organizational profile-which establishes a “snapshot” of the organization, including descriptions of: financial position, workforce capabilities and capacity, leadership and governance, operational processes, and capital resources such as infrastructure, facilities, vehicles-condition, and risk. The consultant provides formats and examples, and guidance. (3) A SWOT analysis (Strengths, Weaknesses, Opportunities, Threats) —accomplished via a questionnaire sent out to all participants in the strategic planning retreat. (Council, senior management team, others designated by the client). The SWOT analysis provides participants with the opportunity to offer their perspective on crucial issues affecting the operating environment-both internal and external. The environmental scan and profile will be presented to the Council prior to the first strategy retreat, the SWOT analysis at the strategy retreat. 4 Step II – Stakeholder Outreach-Feedback Conduct Stakeholder Outreach and Engagement Concurrent with the environmental scanning and profile work, the consultant conducts a stakeholder engagement process, including internal and external stakeholders. This ensures that their opinions are communicated, and that the organization’s mission, vision, values, and priorities are aligned with those of the stakeholders. The specific stakeholders engaged, and the number of sessions will be determined by the client. The process includes a variety of approaches, listed below: • Focus groups— Focus groups are assembled based upon common interest or theme and can also be constituted as a cross-section of interests/types of individuals. They run approximately 90 minutes and cover a limited number of questions. Sessions consist of 10-12 individuals per group—facilitated by the consultant. Groups can be either internal or external stakeholders (see definitions below). • Internal Stakeholder Survey—a consultant administered survey of internal stakeholders, defined by the client, using POLCO© technology. Questions are designed to support the strategic planning. • External Stakeholder Engagement (options below): • Community Survey—the National Community Survey-a statistically valid survey, coordinated by the consultant, but contracted for, and administered by the National Research Center at POLCO©. The survey is the largest and best-known survey in the nation and includes a database of hundreds of thousands of resident opinions to enable benchmark comparisons. The survey takes four months to administer, with earliest starting dates in March 2022. • External Survey, a consultant administered, non-probability survey in support of the strategic planning process. The client and consultant collaborate on the promotion of the survey, including deployment in other languages. Internal stakeholders—defined as individuals or groups who are employed by the organization. This includes employees or groups at all levels and my include the City’s Boards and Commissions at discretion of the client. External stakeholders—defined as individuals or groups who are outside the organization but have an interest in the functioning of the organization. These include, but are not limited to: businesses, neighborhood organizations, seniors, historically underrepresented groups, special interests, schools, etc. a. Discuss/decide options with client b. Prepare background materials c. Facilitate sessions d. Conduct process(es) e. Summarize results 5 Step III – Analysis & Strategic Plan Development Strategic Planning Session #1- Review Stakeholder Feedback, Environmental Scan –1-2 hr. meeting. This session is held prior to the strategic planning “retreat” (sessions 2, 3) and is dedicated to reviewing the operating environment via the results of the stakeholder outreach and the environmental scan/organizational profile. The consultant will present the outreach results and the staff will present the environmental scan and profile. The session will conclude with a facilitated discussion regarding issues raised. a. Prepare and summarize data b. Present to Council c. Facilitate discussion Strategic Planning Session #2- Examine Operating Environment, Identify Strategic Priorities—3-4 hour meeting This session will include the Council and leadership team and will focus on reviewing organizational purpose and value proposition, examining the operating environment, and establishing priorities. The group will review the City’s mission, vision, and organizational values, and will update them if necessary. A facilitated process involving the Council and leadership team will yield a list of organizational challenges and a set of 4-6 strategic priorities. The group’s effort will be informed by the results of the stakeholder outreach process and the information generated by the environmental scan, profile, and SWOT questionnaire. a. Develop meeting process b. Review and integrate information, facilitate session c. Summarize results Strategic Planning Session #3 – Establish Desired Outcomes, Key Outcome Indicators, Performance Targets- 3–4-hour meeting *Option-combine V & VI into daylong session The third session will be dedicated finalizing work of the first session and to development of Outcomes, Indicators, and Performance Targets. Using a facilitated process, the Council and leadership team will develop and align these with the Strategic Priorities established in session #2. a. Prepare background materials b. Review previous session discussion/results c. Discuss plans/documents with the City Manager d. Facilitate session e. Summarize results Step IV- Operationalize into a Work Plan Following the development of a plan that delineates specific outcomes and performance targets, the next steps move the process into plan implementation. Management from many levels will develop strategic initiatives--projects and programs—that will enable the City to achieve the targeted performance. This will be followed by the creation of action 6 plans, which are the detailed steps required to make the initiatives real. To ensure accountability and transparency, the actions will be tracked and reported on a regular basis. Tracking may be done via a staff-developed reporting process or via a software solution—to be determined by the City: Implementation Session #1—Develop Strategic Initiatives/Action Plans This session will focus exclusively on developing strategic initiatives and detailed action plans for each strategic priority, in line with the Desired Outcomes and Targets. Action plans need to be developed in sufficient detail to establish accountability and make the effort real. The session will include a review of the strategic planning process to provide guidance on the development of effective plans. If appropriate, it will also include initial exposure to the interface with implementation/dashboard software, which will extend the length of the session and result in follow-up sessions. a. Meeting/discussion with Project Manager b. Prepare background materials c. Facilitate session d. Summarize results Implementation Session #2- Work Plan refinement and integration *Option to combine Sessions 1 & 2 into a daylong session This session will be conducted with the management staff at multiple levels and will focus on refining the work of the previous session to integrate efforts across service areas and to understand the tracking and accountability system or software used to coordinate and report performance—if appropriate. It will include training on the interface with implementation/dashboard software, if chosen. Performance reporting will be presented along with forms and/or software solutions. a. Meeting/discussion with Project Manager b. Review previous session discussion/results c. Prepare background materials d. Facilitate session/train employees e. Summarize results Summary Report. A summary report, detailing the process, including the outcomes, targets, and draft action plans, will be prepared and submitted to the City. a. Prepare summary report 7 Proposed Fee The project fee, exclusive of travel and NCS, listed below: $30,750.00 -Travel billed at cost Payments shall occur according to the following schedule: 1. Twenty-five percent (25%) of the project fee, upon execution of this agreement. 2. Twenty-five percent (25%) of the project fee, upon completion of Step II 3. Fifty percent (25%) of the project fee, upon completion of Step III 4. Twenty-five percent (25%) of the project fee, upon submittal of final report 5. Payments shall be made upon receipt of an itemized invoice __________________________________________________________________________ Craig Rapp, President 02/07/22 Approval: ___________________________________________________________________________ for the City of Prior Lake Date 8 REFERENCES Below is a list of recent strategic planning projects led by Craig Rapp. In the past five years, Craig Rapp has delivered over40 strategic plans to local governments: City of Chanhassen, MN Laurie Hokkanen, City Manager LHokkanen@ci.chanhassen.mn.us (952) 227-1100 City of Blaine, MN Michelle Wolfe, City Manager mwolfe@blainemn.gov (763) 257-9773 City of Shakopee, MN Bill Reynolds, City Administrator BReynolds@ShakopeeMN.gov (952) 233-9311 Village of Glen Ellyn Mark Franz, Village Manager mfranz@glenellyn.org (630) 469-5000 Village of Lombard Scott Niehaus, Village Manager niehauss@villageoflombard.org (630) 620-5705 City of Wayzata, MN Jeff Dahl, City Administrator jdahl@wayzata.org (952) 258-3313 City of Northfield, MN Ben Martig, City Administrator ben.martig@ci.northfield.mn.us (507) 645-3060 City of Lakeville, MN, EDC David Olson, Community & Economic Development Director dolson@lakevillemn.gov (952) 985-4421 City of Burlington, WI Carina Walters, City Administrator cwalters@burlington-wi.gov (262) 342-1180 City of River Falls, WI Scot Simpson, City Administrator ssimpson@rfcity.org (715) 426-3402 Examples of recent strategic planning reports and related work (environmental scans, performance reports, action plans): https://bit.ly/3k4Zhun CONSULTING TEAM Craig Rapp, President, Rapp Consulting Group & Craig Rapp, LLC Craig Rapp is a nationally recognized speaker, a former city manager, and the former Director of Consulting for the International City-County Management Association (ICMA). He has over thirty-five years of experience in the public, private and non-profit sectors, including city manager in three cities, regional agency director, and senior executive at two privately held companies. The focus of his work is leadership development, strategic planning and optimizing organizational performance. Craig speaks and conducts workshops throughout the United States on a wide range of subjects such as: leading in difficult political environments, effective governance, service delivery optimization, and authentic leadership. He has a master’s degree in public administration, a bachelor’s degree in urban studies, and is a graduate of the Senior Executive Institute at the University of Virginia. Cory Poris-Plasch, Senior Vice President, Rapp Consulting Group Cory Poris-Plasch will be assisting Craig Rapp with this project. She is Senior Vice President at the Rapp Consulting Group. Cory has served in variety of leadership positions in the public and private sector including Executive Director of the Wisconsin City/County Management Association, Membership Director for the Alliance for Innovation, and most recently as Vice President of Strategic Initiatives at POLCO. Her local government experience ranges from 911 Dispatcher to the City Manager’s Office in Illinois communities. She speaks across the country on topics including the use of data, civic engagement, engaging hard-to-reach populations, and innovation in local government. Cory has helped numerous local governments and other public-sector organizations succeed in better engaging their communities so that all stakeholders (including communities of color and other hard-to-reach populations) are included, driving positive change. She has a master’s degree in public administration from Northern Illinois University. 9