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CM-2026-030 - 1/23/2026 CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES FOR LEADERSHIP,GOVERNANCE AND STRATEGIC PLANNING WITH LYLE SUMEK ASSOCIATES,INC. THE STATE OF TEXAS § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT for professional consulting services related to Leadership Governance and Strat5gic Planning (the "Agreement") is made and entered into on this 2, day of the month of J6tiltiaM , 202/4y and between the CITY OF ROUND ROCK, a Texas home-rule municipal orporation with offices located at 221 East Main Street, Round Rock, Texas 78664-5299, (the "City") and LYLE SUMEK ASSOCIATES, INC., with offices located at 9 Flagship Court, Palm Coast, Florida 33217-3373 (the"Consultant"). RECITALS: WHEREAS, City desires to contract for professional services generally described as consulting services for the Leadership,Governance and Strategic Planning; and WHEREAS,desires to contract with Consultant for such professional services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder. NOW,THEREFORE,WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 EFFECTIVE DATE,DURATION,AND TERM This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. The term of this Agreement shall be for twelve (12) months from the effective date hereof. 00455250/ss2 Cj1— ZOZ - 030 City reserves the right to review the Agreement at any time and may elect to terminate the Agreement with or without cause or may elect to continue. 2.01 PROPOSAL FOR SERVICES Consultant has issued its proposal for services for the tasks delineated therein, such proposal for services being appended to this Agreement as Exhibit "A" titled "Scope of Work," which document is attached hereto and incorporated herein by reference for all purposes. 3.01 SCOPE OF SERVICES Consultant shall satisfactorily provide all services described herein and as set forth in Exhibit "A." Consultant's undertaking shall be limited to performing services for City and/or advising City concerning those matters on which Consultant has been specifically engaged. Consultant shall perform services in accordance with this Agreement, in accordance with the appended proposal for services, and in accordance with due care and prevailing consulting industry standards for comparable services. 4.01 LIMITATION TO SCOPE OF SERVICES Consultant and City agree that the scope of services to be performed is enumerated in Exhibit "A" and herein, and may not be changed without the express written agreement of the parties as set forth in Section 9.01. Notwithstanding anything herein to the contrary, the parties agree that City retains absolute discretion and authority for all funding decisions, such to be based solely on criteria accepted by City which may be influenced by but not be dependent on Consultant's work. 5.01 CONTRACT AMOUNT In consideration for the professional consulting services to be performed by Consultant pursuant to the Scope of Services and related reimbursable expenses for travel and office expenses (Exhibit "A"), City agrees to pay Consultant a total sum not-to-exceed Forty-Five Thousand and No/100 Dollars ($45,000.00) for professional services for the term of the Agreement in accordance with fees set forth in the attached Exhibit "A." Additionally, the City agrees to pay reasonable travel expenses as set forth in the attached Exhibit"A." 6.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the City, in accordance with the delineation contained herein, for services rendered. Such invoices for professional services shall track the referenced Scope of Work, and shall detail the services performed, along with documentation for each service performed. Payment to Consultant shall be made based on the invoices submitted by Consultant and approved by the City. Such invoices shall conform to the schedule of services and costs in connection therewith. 2 Should additional backup material be requested by the City relative to service deliverables, Consultant shall comply promptly. In this regard, should the City determine it necessary, Consultant shall make all records and books relating to this Agreement available to the City for inspection and auditing purposes. Payment of Invoices: The City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the City or because of amounts which the City has a right to withhold under this Agreement or state law. The City shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant's net income. 7.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the City to Consultant will be made within thirty (30) days of the date the City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on an overdue payment at the"rate in effect"on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or (b) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or (c) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds;or (d) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 8.01 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City's current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the 3 services as determined by the City's budget for the fiscal year in question. The City may affect such termination by giving Consultant a written notice of termination at the end of its then- current fiscal year. 9.01 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or by the City Manager, if the City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; (2) an increase in costs; or (3) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Consultant shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and the City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement. 10.01 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon thirty (30) days' written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, all data, information, and work product related to this project shall become the property of the City upon termination of this Agreement, and shall be promptly delivered to the City in a reasonably organized form without restriction on future use. Should the City subsequently contract with a new consultant for continuation of service on the project, Consultant shall cooperate in providing information. Termination of this Agreement shall extinguish all rights, duties, and obligations of the City and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. Default: Either party may terminate this Agreement, in whole or in part, for default if the Party provides the other Party with written notice of such default and the other fails to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if agreed upon between the Parties). 4 If default results in termination of this Agreement, then the City shall give consideration to the actual costs incurred by Consultant in performing the work to the date of default. The cost of the work that is useable to the City, the cost to the City of employing another firm to complete the useable work, and other factors will affect the value to the City of the work performed at the time of default. Neither party shall be entitled to any lost or anticipated profits for work terminated for default hereunder. The termination of this Agreement for default shall extinguish all rights, duties, and obligations of the terminating Party and the terminated Party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement. 11.01 NON-SOLICITATION Except as may be otherwise agreed in writing, during the term of this Agreement and for twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall employ any person employed then or within the preceding twelve (12) months by the other or any affiliate of the other if such person was involved, directly or indirectly, in the performance of this Agreement. This provision shall not prohibit the hiring of any person who was solicited solely through a newspaper advertisement or other general solicitation. 12.01 CITY'S RESPONSIBILITIES Full information: The City shall provide full information regarding project requirements. The City shall have the responsibility of providing Consultant with such documentation and information as is reasonably required to enable Consultant to provide the services called for. The City shall require its employees and any third parties who are otherwise assisting, advising or representing the City to cooperate on a timely basis with Consultant in the provision of its services. Consultant may rely upon written information provided by the City and its employees and agents as accurate and complete. Consultant may rely upon any written directives provided by the City or its designated representative concerning provision of services as accurate and complete. Required materials: Consultant's performance requires receipt of all requested information reasonably necessary to provision of services. Consultant agrees, in a timely manner,to provide City with a comprehensive and detailed information request list, if any. 13.01 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the City's employee. Consultant's employees or subcontractors are not the City's employees. This Agreement does not create a 5 partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the City agree to the following rights consistent with an independent contractor relationship: (1) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method by which it performs its services required by this Agreement. (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the City shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the City in skills necessary to perform services required by this Agreement. (6) City shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the City. 14.01 CONFIDENTIALITY; MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the City for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential information relative to this Agreement, and to not make any use thereof other than for the performance of this Agreement, provided that no claim may be made for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that the City is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the City's business and any other information which reasonably should be understood to be confidential to City is confidential information of City. Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential information of Consultant. The City's confidential 6 information and Consultant's confidential information is collectively referred to as "Confidential Information." Each party shall use Confidential Information of the other party only in furtherance of the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the other party's prior written consent, which consent shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the confidentiality of the other party's Confidential Information and to advise their employees of the confidential nature of the Confidential Information and of the prohibitions herein. Notwithstanding anything to the contrary contained herein, neither party shall be obligated to treat as confidential any information disclosed by the other party (the "Disclosing Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (2) is released by the Disclosing Party to any other person or entity (including governmental agencies) without restriction; (3) is independently developed by the recipient without any reliance on Confidential Information; or (4) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from any non-party. Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information of the other to a third party as may be required by law, statute, rule or regulation, including subpoena or other similar form of process, provided that (without breaching any legal or regulatory requirement) the party to whom the request is made provides the other with prompt written notice and allows the other party to seek a restraining order or other appropriate relief. Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall preclude or limit Consultant from providing similar services for other clients. Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information of the other to a third party as may be required by law, statute, rule or regulation, including subpoena or other similar form of process, provided that (without breaching any legal or regulatory requirement)the party to whom the request is made provides the other with prompt written notice and allows the other party to seek a restraining order or other appropriate relief. Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall preclude or limit Consultant from providing similar services for other clients. Neither the City nor Consultant will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the party's exercise of the same level of protection and care that such party customarily uses in safeguarding its own proprietary and confidential information. Notwithstanding anything to the contrary in this Agreement, the City will own as its sole property all written materials created, developed, gathered, or originally prepared expressly for the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar information which may have been discovered, created, developed or derived by Consultant either prior to or as a result of its provision of services under this Agreement (other than Deliverables). Consultant's working papers and Consultant's Confidential Information (as described herein) shall belong exclusively to the Consultant. City shall have a non-exclusive, non-transferable license to use Consultant's 7 Confidential Information for City's own internal use and only for the purposes for which they are delivered to the extent that they form part of the Deliverables. 15.01 WARRANTIES Consultant represents that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Consultant shall re-perform any work no in compliance with this representation. 16.01 LIMITATION OF LIABILITY Should any of Consultant's services not conform to the requirements of the City or of this Agreement, then and in that event the City shall give written notification to Consultant; thereafter, (a) Consultant shall either promptly re-perform such services to the City's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein, then this Agreement may be terminated for default. In no event will Consultant be liable for any loss, damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by the City, its directors, employees or agents. In no event shall Consultant be liable to the City, by reason of any act or omission relating to the services provided under this Agreement (including the negligence of Consultant), whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or similar damages relating to or arising from the services, or (b) in any event, in the aggregate, for any amount in excess of the total professional fees paid by the City to Consultant under this Agreement, except to the extent determined to have resulted from Consultant's gross negligence, willful misconduct or fraudulent acts relating to the service provided hereunder. 17.01 INDEMNIFICATION Consultant and the City each agree to indemnify, defend and hold harmless the other from and against amounts payable under any judgment, verdict, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible property to the extent arising out of the indemnitor's negligence in the performance of this Agreement. Consultant agrees to indemnify, defend and hold harmless the City from and against any and all amounts payable under any judgment, verdict, court order or settlement for Third Party claims of infringement of any trade secrets, copyrights, trademarks or trade names alleged to have occurred and arising from the deliverables provided by Consultant to the City in connection with the performance of this Agreement. Should the City's use of such deliverables be determined to have infringed, Consultant may, at its option: (i) procure for the City the right to continue using such deliverables provided or (ii) replace or modify them to make their use non- 8 infringing while yielding substantially equivalent results. If neither of the above options is or would be available on a basis that is commercially reasonable, then Consultant may terminate this Agreement, the City shall return such deliverables provided, and Consultant will refund to the City the fees paid for the deliverables provided. This infringement indemnity does not cover claims arising from the combination of such deliverables with products or services not provided by Consultant; the modification of such deliverables by any person other than Consultant; deliverables complying with or based upon (1)designs provided by or at the direction of the City or (2) specifications or other information provided by or at the direction of the City; or use of systems, materials or work performed in a manner not permitted hereunder or by another obligation of the City to Consultant. The indemnities in this section are contingent upon: (1) the indemnified party promptly notifying the indemnifying party in writing of any claim which gives rise to a claim for indemnification hereunder; (2)the indemnifying party being allowed to participate in the defense and settlement of such claim; and (3) the indemnified party cooperating with all reasonable requests of the indemnifying party (at the indemnifying party's expense) in defending or settling a claim. The indemnified party shall have the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel. 18.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval,which approval shall not be unreasonably withheld. 19.01 LOCAL,STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. The City will not do the following: (1) Withhold FICA from Consultant's payments or make FICA payments on its behalf; (2) Make state and/or federal unemployment compensation contributions on Consultant's behalf; or (3) Withhold state or federal income tax from any of Consultant's payments. If requested, the City shall provide Consultant with a certificate from the Texas State Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 20.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES A. Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the 9 City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks, or copyrights required in the performance of the services contracted for herein, and same shall belong solely to the City at the expiration of the term of this Agreement. B. In accordance with Chapter 2271, Texas Government Code, a governmental entity may not enter into a contract with a company for goods and services unless the contract contains written verification from the company that it: (1) does not boycott Israel; and(2)will not boycott Israel during the term of this contract. The signatory executing this Agreement on behalf of Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term of this Agreement. C. In accordance with 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has provision in the contract verifying that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The signatory executing this Agreement on behalf of Consultant verifies Consultant does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and it will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. D. In accordance with 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has provision in the contract verifying that it: (1)does not boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement. The signatory executing this Agreement on behalf of Consultant verifies Consultant does not boycott energy companies, and it will not boycott energy companies during the term of this Agreement. 21.01 FINANCIAL INTEREST PROHIBITED Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required hereunder. 22.01 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: 10 Monique Adams Administration Department 221 E. Main Street Round Rock, Texas 78664 (512)218-3234 madams@roundrocktexas.gov 23.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to recipient's address as stated herein; or (2) Three (3) days after being deposited in the United States mail,with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: Lyle Sumek Associates, Inc. 9 Flagship Court Palm Coast, FL 3217-3373 Notice to City: City Manager,City of Round Rock 221 East Main Street Round Rock, TX 78664 AND TO: Stephanie L. Sandre, City Attorney 309 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and Consultant. 24.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of Texas. 11 25.01 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 26.01 DISPUTE RESOLUTION The City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute. 27.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement.Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 28.01 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner acceptable to the City and according to generally accepted business practices. 29.01 GRATUITIES AND BRIBES City, may by written notice to Consultant, cancel this Agreement without incurring any liability to Consultant if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Consultant or its agents or representatives to any City Officer, employee or elected representative with respect to the performance of this Agreement. In addition, Consultant may be subject to penalties stated in Title 8 of the Texas Penal Code. 12 30.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other parry's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure an anticipatory repudiation of this Agreement. 31.01 MISCELLANEOUS PROVISIONS Time is of the Essence. Consultant agrees that time is of the essence and that any failure of Consultant to complete the services for each phase of this Agreement within the agreed project schedule may constitute a material breach of this Agreement. Consultant shall be fully responsible for its delays or for failures to use reasonable efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Consultant's failure to perform in these circumstances, City may withhold, to the extent of such damage, Consultant's payments hereunder without a waiver of any of City's additional legal rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly progress of Consultant's work. Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. Multiple Counterparts. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. The City agrees to provide Consultant with one fully executed original. 13 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock,Texas Lyle Sumek Associates, Inc. SA By: By: Printed Name: •0 nn , 4-* Printe _1' , Title: i rat IL Title: / L / r� Date Signed: / lkr Date Signed:Ogiee ' For City,Attest: 91114 Ann'Frank , ity Clerk For City, Approved as to Form: By: a 2 .,ate Stephanie L. Sandre, City Attorney 14 Exhibit "A" Leadership&Strategic Planning Workshop Proposal/Round Rock,Texas November 2025 PROPOSAL LEADERSHIP AND STRATEGIC PLANNING 2026 Mayor and City Council City of Round Rock November 2025 Program Outcomes > VISION, GOALS,PLAN(5-YEAR),and MISSION FOR THE CITY OF ROUND ROCK • Vision 2041: A Vision Statement with defined, value-based and aspirational principles that describe the preferred future in 15 years for the Round Rock community • Goals for 2031: Six Goals with measurable objectives—five-year outcomes [linked to the principles] which become major focus areas for the City of Round Rock • Plan 2026—2031: A Plan to realize the Vision,to enhance the Mission and to achieve the Goals with an analysis of major challenges and opportunities and specific deliverable actions • Mission:A Mission Statement that defines what should be the primary purposes of the Round Rock City Government with operating guidelines and service priorities • Core Values: A Values Statement that defines values to guide the Round Rock City Government hiring, organizational operations and performance > STRATEGIC DISCUSSION ON CRITICAL ISSUES • Critical Issues: key issues shaping the City of Round Rock's future • Strategy: desired outcomes, potential partners, activities, timeframe > ACTION AGENDA FOR 2024 • Policy Agenda for 2026: A Top"10" list of Top and High Priority policy related actions for the Mayor and City Council to address during the next year • Management Agenda for 2026: A Top"10"List of Top and High Priority management or administrative actions for the next year Copyright©2025:Lyle Sumek Associates,Inc. Project 260101 1 Exhibit "A" Leadership&Strategic Planning Workshop Proposal/Round Rock,Texas November 2025 • Major Projects for 2026: A list of key projects to be completed or requiring significant work for the next year • Action Outlines 2026: For prioritized actions including activities/milestones, timeframe, responsible party/team • Guidelines for Budget and Capital Projects: direction, priorities • Tactical Planning: Outcomes, Key Issues and Direction > MAKING THE STRATEGIC PLANNING PROCESS WORK FOR THE CITY OF ROUND ROCK Institutionalizing an on-going process in the governance process and the organization • Progress Matrix or Status Reports • Marketing the Plan to the Community • Incorporation into Policy Reports, Budget Plan Development, Program Development, Project Planning ➢ BUILDING A HIGH PERFORMIN CITY TEAM Under the Council-Manager Form of City Government,the Mayor-City Council are the"Board of Directors"who hire the City Manager as the CEO—implementing the direction and decisions of the City Council. • Effective Governance framework • Mayor-City Council Success Statement • House Rules: Code of Conduct and Civility • Mayor-City Council Operating Protocols • Roles and Responsibilities: Mayor, City Councilors and City Manager Copyright©2025:Lyle Sumek Associates,Inc. Project 260101 2 Exhibit "A" Leadership&Strategic Planning Workshop Proposal/Round Rock,Texas November 2025 Program Outline — Option 1 ACTIVITY 1: Leadership and Strategic Planning Activity Outline for the City of Round Rock The consultant will consult with the City Manager/City Manager's Office to finalize purposes, work products, activities,and time frames. ACTIVITY2:Mayor-City Council-Key Managers Background Interviews The consultant will interview the Mayor, each City Council Members, City Manager, Other Managers and City staff. The purposes of each interview are to: • Gain background on the City of Round Rock and the community • Discuss their vision for the future—the preferred outcomes • Discuss mission of City of Round Rock • If you leave and return to Round Rock in 2041, what would you like to see? • Identify success in five years - 2031 focusing on outcomes for the City? • Discuss and focus strengths/key assets, areas for improvement, major threats to the future and future opportunities • Identify and discuss major issues today and opportunities on the horizon • Identify specific action ideas and priorities for 2026 • Mayor-City Council success means... and desired image in the community... • How do you want to be treated? • What other topics would you like to discuss in our Workshop(s) Specific questions will be developed based upon further discussion. ACTIVITY 3: Departmental Worksheets and Backgrounding The consultant will request the department heads complete worksheets on: • Departmental Successes • Major Challenges Facing our Round Rock Community and Department • Management in Progress—Current Work • New Initiatives for the Future This information will be used and present in the Leader's Guide 2026—Working Document. The consultant will review and incorporate major planning documents, including the comprehensive plan, master plans, budget and capital improvement budget/plans. Copyright©2025:Lyle Sumek Associates,Inc. Project 260101 3 Exhibit "A" Leadership&Strategic Planning Workshop Proposal/Round Rock,Texas November 2025 ACTIVITY 4: Interview Analysis and Preparation of Leader's Guide 2026—a Working Document for Management Team The consultant will analyze the interview data and prepare a summary of: • Vision 2041 Updated Draft: Statement with defined principles • City Government Mission Updated Draft: Statement with defined principles • Working Draft Goals for 2031 with Objectives,Challenges and Opportunities and Potential Actions for 2026 These drafts will be placed in a Leader's Guide 2026—A Working Document for the Management Team that will be used and modified during the Strategic Planning process. ACTIVITY 5: Strategic Planning Session 1 for Management Team A one-day Strategic Planning Session 1 will be held. The purpose of this session is to: • Provide background on Strategic Planning • Performance Report 2025—City Successes and Departmental Successes • Round Rock—Today's Community Assessment • Update Vision—aspirational principles for the future • Update Mission for the Round Rock Government • Update Plan 2026-2031 • Identify topics for Mayor and City Council Workshop The specific agenda will be developed and submitted to the designated person. The Workshop should be flexible, adjusting to your needs, and should be fun in order to maximize the learning experience. ACTIVITY 6: Preparation of Leaders' Guide 2026 for Mayor and City Council The Consultant will analyze the interview data and prepare a summary of: • Vision 2041 Updated Draft: Statement with defined principles • Mission Updated Draft: Purpose of City Government with defined principles • Working Draft Goals for 2031 with Objectives/Outcomes • Actions 2026 These drafts will be placed in a Leader's Guide 2026—A Working Document that will be used and modified during the Mayor and City Council Workshop. Copyright©2025:Lyle Sumek Associates,Inc. Project 260101 4 Exhibit "A" Leadership&Strategic Planning Workshop Proposal/Round Rock,Texas November 2025 ACTIVITY 7:Leadership and Strategic Planning Workshop I for Mayor and City Council A 2-days Leadership and Strategic Planning Workshop will be conducted for the Mayor and City Council. The specific agenda will be developed based upon the interviews. A typical outline for a Leadership and Strategic Planning Workshop follows: 1. City and Community as a TEAM -Effective Leadership and Teamwork 2. Realities for 2026 for the City of Round Rock 3. Strategic Planning Model the for City of Round Rock 4. Performance Report 2025 5. City of Round Rock's Updated Vision 2041 6. City of Round Rock: Updated Mission 7. Goals for 2031 8. Plan 2026—2031: Initial Draft and Initial Priorities 9. Governance: Mayor—City Council—City Manager in Action ACTIVITY 8: Strategic Planning Workshop 2 for Management Team A 1-day Strategic Planning Workshop 2 is suggested for the Management Team. This workshop will focus on: • Vision 2041: Review, Reality Test • Goals 2031: Review, Reality Test • Plan 2026-2031: Review and Refinement • Action Outlines 2026: Who Is Responsible, What are the Key Issues, What are the Major Milestones and When ACTIVITY 9: Citizen Summit 2026 (Optional) In many cities,the Mayor and City Council desire to have public input prior to finalizing the strategic plan. The problem has been that at City Hall meetings or neighborhood meetings the negativists dominate the discussion and/or the attendance is small. In working with various cities,we have refined an effective process for citizen input—called"Citizen Summit". A"Citizen Summit" is scheduled to provide meaningful citizen input for the Strategic Planning Process. It is usually held in the evening from 6:00—9:00 p.m. The Mayor and City Council members invite 7— 10 individuals to attend. I encourage the inclusion of high school students. A written invitation is prepared by City Staff and sent to each individual with a RSVP requested. I also encourage each City Council member to call the individuals that they invite. The City Management's office compiles a list of participants, finalizes arrangements and location. Copyright©2025:Lyle Sumek Associates,Inc. Project 260101 5 Exhibit "A" Leadership&Strategic Planning Workshop Proposal/Round Rock,Texas November 2025 This meeting process is designed to allow public input by written comments, small focus group discussion or large focus group discussion. The topics focus on: Reasons for Living in City of Round Rock,Actions to Enhance Their Quality of Life, Major Issues for the Next Year; Opportunities for the Community, and Messages to the Mayor and City Council. The outcomes from this meeting are specific information from Citizen Input and dialog between the Mayor and City Council with the Community. ACTIVITY 10:Leadership and Strategic Planning Workshop 2 for Mayor and City Council A one day Leadership and Strategic Planning Workshop 2 will be conducted for the Mayor and City Council. The specific agenda will be developed based upon the interviews. A typical outline for a Leadership and Strategic Planning Workshop follows: • Strategic Plan Model: Re-connecting the"Dots" • Round Rock Vision 2041: Finalization • City of Round Rock Mission: Finalization • Plan 2026-2031: Finalization • Action Outlines 2026: Review and Refinement • Policy Actions 2026: Top Priority and High Priority • Management Actions 2026: Top Priority and High Priority ACTIVITY 11: Preparation of Final Reports The consultant will prepare final document in consultation with City staff, including: • Strategic Plan 2026-2031-2041 • Executive Summary(booklet format) • Plan in Brief 2026(one-page lamented) • Action Agenda 2026 with Policy Calendar • Leader's Guide 2026: Final Report Copyright©2025:Lyle Sumek Associates,Inc. Project 260101 6 Exhibit "A" Leadership& Strategic Planning Workshop Proposal/Round Rock,Texas November 2025 STRATEGIC FRAMEWORK VISION 2041 "Desired Destination for the City of Round Rock" PLAN 2031 "Map to the City of Round Rock's Destination" EXECUTION "Route for Next Year" MISSION "Responsibilities of the City of Round Rock" 1.1 BELIEFS "How the City of Round Rock Should Operate" Copyright©2025: Lyle Sumek Associates,Inc. Project 260101 7 Exhibit "A" Leadership&Strategic Planning Workshop Proposal/Round Rock,Texas November 2025 STRATEGIC FRAMEWORK BASIC ELEMENTS VISION "What We Want to Become— Our Preferred Future as Defined in Value-Based Principles." PLAN "Our Road Map for 5 Years—How to Realize Our Vision with Achievable Goals Defined Through: Objectives,Meaning to Our Residents,Challenges and Opportunities,Actions 2024, Major Projects 2024 and Actions on the Horizon." EXECUTION "Actions to Implement the Plan—A Work Program for Next Year with a"To Do"List for Mayor,City Council and Management—To be Completed with Accountability for the Results." MEI MISSION "Purposes of City Government—Determined in Service Businesses Defined in: Operating Elements,Business Successes,Challenges and Opportunities and Service Improvements." BELIEFS "Our Core Beliefs Which are the Foundation for Our City Government—Creating a Corporate Culture of Action and Accountability,the Primary Value,As Defined in Performance Standards to Guide Behaviors and Actions." HOW WE CONDUCT OUR BUSINESS Copyright©2025:Lyle Sumek Associates,Inc. Project 260101 8 Exhibit "A" Leadership&Strategic Planning Workshop Proposal/Round Rock,Texas November 2025 Consultant Resume and Qualifications Lyle J. Sumek, President Lyle Sumek Associates, Inc. 411 N. New River Dr. E. #502 Fort Lauderdale, FL 33301 (386) 246-6250 Academic A.B. in Public Administration, San Diego State College, 1967 M.S. in Public Administration, San Diego State College, 1968 Ph.D. in Public Administration, University of Southern California, 1977 Local Government Management Intern, City of San Diego, 1965 Management Assistant, City of San Diego, 1965 — 1968 (Fire Department, Public Works Department, City Manager's Office) University Teach ink Instructor, University of Southern California, 1970— 1972 Assistant Professor,Northern Illinois University, 1972— 1973 Associate Professor and Assistant Dean(Boulder Campus), University of Colorado, 1973— 1979 Consulting Services President, Sumek Associates, Inc. (a Colorado Corporation), 1979— 1991 President, Lyle Sumek Associates, Inc. (a Florida Corporation), 1991 —Present Publications Numerous Publications on Leadership, Strategic Planning, Team Building and Aligning the Corporate Culture—High Performance Organization Accountable for the Results Copyright©2025:Lyle Sumek Associates,Inc. Project 260101 9 Exhibit "A" Leadership&Strategic Planning Workshop Proposal/Round Rock,Texas November 2025 Fee Estimate Leadership and Strategic Planning Program City of Round Rock November 2026 ESTIMATED TIME: 125-150 hours [depending on activities] CONSULTATION: $300.00 PER HOUR COST ESTIMATE: $35,000$45,000 plus Travel Expenses Cancellation/unavailability of individuals may result in additional charges EXPENSES: Including, but not limited to: • Travel/Auto Expenses • Accommodations and Meals Copyright©2025:Lyle Sumek Associates,Inc. Project 260101 10