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"Renovating A Tradition, Preserving Our Heritage" A Plan to Manage a Capital Campaign to RENOVATE MOSCOW'S 1912 CENTER VERITAS Advisors, LLP 802 West Bannock St. Suite #40 1 Boise, Idaho 83702 (208) 385-7070 March 2002 ---PAGE BREAK--- CITY OF MOSCOW 1912 PROJECT CONTRACT FOR SERVICES TillS IS A CONTRACT BETWEEN Name of Client: Address: Name and Title of Contact: Telephone: Facsimile: E-Mail AND: Name of Contractor: Address: Name and Title of Contact: Telephone: Facsimile: E-mail: Social Security and Taxpayer ID # CONTRACT 2002-0203-A City of Moscow POBox9203 Moscow, Idaho 83843 Gary Riedner, City Supervisor (208) 883-7006 (208) 883-7018 griedner@ ci.moscow.id.us VERITAS Advisors, LLP 802 West Bannock, Suite #40 1 P.O. Box 2601 Boise, ID 83701 J. Kirk Sullivan, President and CEO (208) 385-7070 (208) 385-9056 Veritas@Veritas!ldvisor. com 820510141 Acting as an independent contractor (herein after referred to as "VERITAs"). The City of Moscow and VERrfAS agree as follows: 1. VERITAS DUTIES. VERITAS, who represents VERITAS is qualified and willing to perform the services described below as an independent contractor, shall work with the City of Moscow in a collaborative relationship to achieve the following goals: a. Provide professional capital campaign management, working collaboratively with the City ofMoscow. J. Kirk Sullivan, will serve as the campaign coordinator for VERITAS. b. Recruit and manage an individual to work for VERITAS throughout the campaign. This person will be located in Moscow City area as the campaign's on-site coordinator. This person will be a contract employee ofVERITAS. c. Campaign Assessment VERITAS-19!2 CENTER Page 2 of8 ---PAGE BREAK--- VER!TAS shall conduct a campaign assessment for the 1912 Center. The assessment shall include interviews of present and former residents of Moscow and the greater Palouse area. The interviews shall assess the degree of support for the 1912 Project, the probability of acquiring donations for physical restoration of the building, and the projected amount of philanthropic financial support that may be available for the project. All persons interviewed will be selected from a list of names prepared by the City of Moscow and approved by the Campaign Core Group. A formal written campaign assessment report will be submitted to the City of Moscow following an oral presentation of the results. This is not to be misconstrued as a comprehensive feasibility study, but a minimum sample to reinforce the current belief that there is enough support for the campaign to be successful. d. Provide strategic communication services and support. This includes planning and managing the development of a campaign communication strategy and material. e. Seek private and public grant opportunities for the campaign. This includes providing grant-related research, writing, management, and administrative services over the course of the campaign. VERITAS will utilize previous work as a starting point. f Coordinate and manage activities to raise $3.5 million by September 30, 2003, to complete renovation and restoration of the 1912 Center. g. Expand the 1912 Center's circle of support within the City of Moscow, the Palouse region, and wherever former interested residents are now living. h. VERITAS recognizes the urgency associated with initiation of work on this project. VERITAS agrees to accelerate the initial steps of the campaign so that solicitations may begin as soon as possible following contract acceptance. 1. It is VERITAS responsibility to recommend an organizational structure that will generate funds to meet a goal of$3.5 million for the 1912 Center. + Committee Structure: The traditional approach involves 7-10 committees of as many as 60-80 volunteers. If the client can staff the committees with active, dedicated volunteers, this process works extremely well. + One-on-One· This more streamlined approach requires a smaller number (18-24) of volunteer solicitors. VERITAS and City of Moscow will meet individually with each solicitor, and as a group. Solicitor committee meetings will be kept to a mm1mum. Compared to the committee model, this model requires greater involvement by VERITAS and a Campaign Core Group. This Campaign Core Group is involved in approving strategy and material, reviewing grant applications, identifying and recruiting solicitors, identifying prospects, building volunteer spirit, and monitoring the overall campaign status. VERITAS recommends implementing the one-on-one model. VERITAS -1912 CENTER Page 3 of8 ---PAGE BREAK--- Everyone involved needs to recognize that no single person can or will raise the goal of $3 .5 million for the 1912 Center. It requires a dedicated team of trained individuals working diligently over time to successfully raise such larges sums of money. VERITAS anticipates twenty (20) on-site visits to Moscow for up to three days each throughout Phases I and II of the campaign time period corresponding to assessment, training, communication, and management activities set out in the timelines (See Appendix Meetings of the Campaign Core Group will occur throughout the campaign. Telephone conferences will occur, at a minimum, weekly between the Campaign Core Group Chair and VERITAS. A list of VERJTAS' services and responsibilities are provided in Attachment 1. Timelines are provided in Attachment 2. 2. CITY OF MOSCOW'S DUTIES. The City of Moscow agrees to: a. Identity an individual within City of Moscow leadership to serve as a Campaign Core Group Chair. b. Identity and request Mr. Gary Riedner (or his designee) and six other individuals to commit to 18 months of service as the Campaign Core Group. c. Provide 18-24 individuals to solicit financial gifts for this campaign. d. Provide all necessary City of Moscow related information and material requested by VERJTAS for the campaign. 3. JOINT CITY OF MOSCOW AND VERITAS RESPONSIDILITIES. a. Project Leadership: Both parties agree that the success of the project depends on frequent communication. To facilitate management of the project, a Campaign Core Group shall be formed to exercise project leadership. This group shall be composed of seven persons selected by City of Moscow plus, Kirk Sullivan, John Watts, and Anne Ellis from VERITAS. b. Leadership Meetings: Both parties agree that the Core Group, once established, shall meet every other week at a time and on a day agreeable to the majority of the Group. Meetings may be scheduled on a more or less frequent basis based on need as determined by the Group. VERITAS and the Campaign Core Group Chairman will jointly plan and facilitate each meeting. It will be the responsibility of VERJTAS to schedule and distribute in advance an agenda of each meeting. Meetings will be held as scheduled with those who can participate. VERlTAS shall be responsible for preparing meeting notes and distributing them to members of the Campaign Core Group in a timely manner following each meeting. VERITAS -1912 CENTER Page 4 of8 ---PAGE BREAK--- 4. TERM OF CONTRACT. This contract shall begin on April I, 2002 (commencement date) and shall remain in effect through September 30, 2002 (expiration date). This period shall be known as Phase I of the Campaign. This contract unless otherwise notified by the City of Moscow, shall be automatically renewed on October I, 2002 and extend through September 30, 2003. This period shall be known as Phase II of the project. Any extension beyond the September 30, 2003 expiration date must be in writing and signed by both the City of Moscow and VERITAS. In the event that the financial goal is achieved prior to the expiration date of the contract, the balance of the management fees shall be due and payable on a basis as scheduled. When all outstanding bills have been paid, all other fees terminate. 5. PAYMENTS. a. Budget and Compensation: Payments will be made upon receipt of invoices from VERITAS and will be based on actual costs incurred. These costs include VERITAS' professional fees and operating expenses, plus the cost for subcontractors VERITAS uses for certain campaign materials and related activities, such as the campaign brochure, and campaign events. For all services set out in this contract and reimbursable expenses the City of Moscow shall pay VERITAS according to the following schedule. The budget for the project is as follows: Project Management Fee Operating Expenses travel, lodging, telephone, supplies postage Fund raising materials: Campaign plan and case statement; prospect Phase I 04-01-02 through 09-30-02 $60,000 $15,000 $24,000 identification and cultivation, solicitor selection and training; communications; plan and conduct cultivation events; donor recognition materials, etc. TOTAL: $99,000 VERITAS -1912 CENTER Phase II 10-1-02 through 09-30-03 $60,000 $10,000 $12,000 $82,000 Total $120,000 $25,000 $36,000 t181,000 Page 5 of8 ---PAGE BREAK--- b. Payments: Management and City of Moscow will be billed a set amount for project management fees and operating expenses. Management fees Operating charge Phase I $ 7,500 1 875 (variable) $ 9,375 * * Plus campaign material costs Phase II $ 5,000 835 (variable) $ 5,835 * Both VERITAS and the City of Moscow must agree that modifications to the budget must be in writing. c. Reimbursement: In addition to the payments, the City of Moscow shall reimburse VERITAS for expenses incurred on their behalf to perform the duties set out in this contract. VERITAS will make every attempt to spend less than $36,000 estimated by VERITAS in the fundraising material category. Invoices for fundraising material will include copies of receipts. Additionally, City of Moscow will reimburse VERITAS for the actual cost of travel either air or ground; personal automobile mileage at $.34 per mile; supplies; and other authorized out-of-pocket expenses incurred by VERITAS that is necessary in the performance of this contract. VERITAS will not mark up the price of vendor-supplied materials for the campaign. Extraordinary costs, or costs outside the approved budget activities shall require pre-approval on an item-by-item basis. An extraordinary cost is defined as a single expenditure in excess of $500. Any unused materials or supplies paid for by the City of Moscow remain the property of the City of Moscow and shall be returned to the City of Moscow at the end of the contract. Any design work or materials which can be obtained as in-kind contributions will be accepted. d. Terms of Payment: Receipts for authorized expenses and invoices for services must be presented to the City of Moscow before payments can be made to VERITAS. Receipts and invoices will be presented at the end of the month in which expenditures occurred. The City of Moscow shall pay VERITAS after the City of Moscow receives a receipt or invoice. A two percent late charge will be accessed for any payment not received within 30 days of the invoice date. 6. PERFORMANCE OF WORK. VERlTAS shall perform all work required under this contract to the satisfaction of the City of Moscow. VERITAS shall perform all work in accordance with all laws and rules. VERJTAS ·1912 CENTER Page6 of8 ---PAGE BREAK--- 7. LIABILITY/INSURANCE. The work to be performed under this contract shall be performed entirely at VERITAS' risk. VERITAS agrees to indemnify and hold the City of Moscow harmless from and against all liability or loss arising in any way out of the performance of this contract. VERITAS shall carry appropriate workers' compensation, hazard and liability insurance coverage during the term of this contract. 8. TERMlNATION AND REMEDIES. The City of Moscow may cancel this contract at any time upon thirty (30) days' prior written notice to VERITAS. In addition, if VERITAS defaults in performance of its duties under this contact for circumstances within the control of VERITAS, the City of Moscow may immediately terminate this contract by written notice to VERITAS. Upon any such termination VERITAS shall cease performance of services and be entitled to payment for services satisfactorily completed and all other amounts properly accrued and payable. 9. INDEPENDENT CONTRACTOR. The parties intend that an independent contractor client relationship will be created by this contract. The conduct and control of the work will lie solely within the purview of VERITAS. VERITAS is not to be considered an agent or employee of the City of Moscow for any purpose, and no joint venture or principal-agent relationship exists. VERITAS and employees or VERITAS are not entitled to any of the benefits that the City of Moscow provides for its employees. If appropriate, the City of Moscow will report all fees paid to VERITAS to the IRS on Form 1099. Neither the City of Moscow nor VERITAS shall have any right, power, or authority to create any obligation, expressed or implied, on behalf of the other. 10. ASSIGNMENT/SUBCONTRACT. VERITAS may not assign or transfer this contract or subcontract for the work other than that described in this contract or the proposal for a contract without the prior written consent of the City of Moscow. 11. NOTICES. Any notice required by this contract shall be sent certified mail, return receipt requested, to the parties at the addresses set out above. 12. CERTIFICATION. VERITAS certifies that VERITAS is an independent contractor engaged in the business which is the subject of this contract, that VERITAS' social security or taxpayer identification number is correctly recorded on this contract, and that VERITAS is not a City of Moscow Board Member or Trustee. 13. CONFIDENTIAL INFORMATION. During the course of the performance of this contract, VERITAS may have access to materials, data, strategies, systems or other information relating to the City of Moscow and its programs which are intended for internal use only. Any such information acquired by VERITAS shall not be used, published or divulged by VERITAS to any person, firm or corporation or in any advertising or promotion regarding VERITAS or VERITAS' services, or in any manner or connection whatsoever without first having obtained the written permission of the City of Moscow, which permission the City of Moscow may withhold on its sole discretion. VERITAS -1912 CENTER Page 7 of8 ---PAGE BREAK--- 14. BINDING EFFECT/AMMENDMENTS. This contract shall become binding when signed by the parties. This contract contains the entire agreement of the parties and no amendment shall be effective except in writing signed by both parties. VERITAS Advisors, LLP Agreenlellt\ Veritas..l912Centet\pm VERITAS -1912 CENTER Page 8 of& ---PAGE BREAK--- ATTACHMENT 1 Veritas Services and Responsibilities Development of an overall, written plan for the campaign in conjunction with the City of Moscow. Determination of the proper strategy and time-phased plan which will evolve into a campaign calendar. Development of all communications materials for information and cultivation of the various constituencies of the organization. Development of the necessary collateral campaign material, pledge cards, letters of intent, and all other materials necessary for the solicitation program. Search for foundation sources and preparation of all necessary grant applications for the 1912 Center project. Facilitation of the search and preparation of an extensive prospect list. Evaluation and segmentation of the prospect list so that the levels of giving are appropriately placed. Development of the best individual strategies for major gift prospects. Training of all campaign volunteers who will serve as solicitors. Promote the development and delivery of all services as part of a collaborative relationship between the City of Moscow and Veritas. Veritas does not perform the role of solicitation. In unusual cases where Veritas can enhance the possibility of a major gift, Veritas may participate with the City of Moscow solicitation team. VER!TAS -1912 CENTER Attachment 1 ---PAGE BREAK--- ATTACHMENT 2 February 1-March4, 2002 March 4 -March 26, 2002 March 4-April 15, 2002 March 26-April 26, 2002 January 1- January 15, 2003 May 1, 2002-May, 2003 June 1-June 15, 2003 June 15, 2003-September 30, 2003 October 1, 2002-September 30, 2003 VER1TAS - 1912 CENTER Timelines Develop proposal and negotiate contract. Collect and review project materials and activities to date (including grant and foundation inventory). Interview community leaders, assess campaign goal and outcome; research additional grant opportunities; begin to prepare grants for review, approval and submission for the 1912 Center; present overall campaign assessment. Recruit and train one-on-one solicitors; develop training program; design and produce case statement and collateral solicitation materials. Produce and begin presenting public and campaign communication mediums and strategies; continue solicitor training; continue grant preparation and submission. Assess Campaign Status, recommend corrective action as appropriate. Cultivation and solicitation; continue grant preparation and submission; continue public and campaign communication strategies. Assess campaign status, recommend corrective action as appropriate. Cultivation and solicitation; recruit and train new, as well as retrain, one-on-one solicitors; continue solicitation; continue grant preparation and submission; continue public and campaign communication strategies. Cultivation and solicitation; continue public and campaign communication strategies. Attachment 2 ---PAGE BREAK--- September 30, 2003 Determine if contract extension is necessary. Events beyond this date depends on status of campaign. Once the solicitors are selected, trained and begin solicitations, the schedule may vary depending on the success of the solicitors and foundation schedules. After 6 months of solicitations the Campaign Core Group will evaluate need for "change" to solicitation strategy. For example, it may be necessary to select and train new solicitors. Media events will depend on success of solicitors and need to inform public of on-going campaign. The Campaign Core Group will decide on events based on the recommendations of the Event Coordinator. VERITAS - 1912 CENTER Attachment 2