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HomeMy WebLinkAboutWestound Strategic PartnersWESTSOUND STRATEGIC PARTNERS LLC PROFESSIONAL SERVICES AGREEMENT Contract No. 200-03 THIS Agreement is made effective as of the 15t day of January, 2016, by and between Westsound Strategic Partners a Limited Liability Company, organized under the laws of the State of Washington, doing business at: Westsound Strategic Partners LLC (hereafter the "CONSULTANT") 500 Pacific Ave, Suite 540/PO BOX 1404 Bremerton, WA 98337 Contact: Chris Tibbs Phone: (360) 850-8034 and Mason County a municipal corporation, established under the laws of the State of Washington, whose address is: Mason County (hereafter the "CLIENT") 411 N 5th St. Shelton WA 98584 for professional services in connection with the following project: The Client's Legislative Agenda TERMS AND CONDITIONS 1. Service by Consultant. a. Consultant shall perform the services described in the Scope of Work attached to this Agreement as Exhibit "A". The services performed by the Consultant shall not exceed the Scope of Work without prior written authorization from the Client. b. The Client may from time to time require changes or modifications in the Scope of Work. Such changes, including any decrease or increase in the amount of compensation, shall be agreed to by the parties incorporated in written amendments to the Agreement. 2. Terms. This agreement shall commence on January 1, 2016 and shall terminate on December 31, 2016, unless extended or terminated in writing as provided herein. 3. Compensation. The Client shall pay the consultant an annual fee of $2,000 for the services listed above. Consultant may bill client travel related, communications and other expenses not to exceed $80 for the term of the contract. 4. Payments. a. Consultant shall maintain time and expense records and provide them to the Client monthly after services have been performed, along with monthly invoices for work performed to the date of the invoice. 1 b. All invoices shall be paid by the Client within twenty (20) days of receipt of an invoice. If the client objects to all or any portion of the invoice, it shall so notify the Consultant of the same within five (5) days from the date of receipt and shall pay that portion of the invoice not in dispute, and all parties shall immediately make every effort to settle the disputed portion. c. Consultant shall keep cost records and accounts payable pertaining to this Agreement available for inspection by the Client for six (6) years after finial payment. Copies shall be made available upon request. d. County Content. County unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Consultant are owned by the County, or that the County has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Consultant from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the County. County shall maintain ownership of all text, graphics, photos, designs, trademarks or other artwork furnished to Consultant by County ("County Content"). e. Ownership of Work Product. Once County has submitted final payment to Consultant under this Agreement, County shall own copyright to all Work Product and source documents produced by Consultant and delivered to COUNTY under the terms of this Agreement. This Work Product may be shared or used in the future. Consultant retains the right to display graphics and other elements of Work Product as examples of their work in their portfolios. 5. Relationship of Parties. The parties intend that an independent contractor -client relationship will be created by this Agreement. As the Consultant is customarily engaged in an independently established trade which encompasses the specific service provided to the Client hereunder, no agent, employee, representative or sub -consultant of the Consultant shall be or shall be deemed to be the employee, representative or sub -consultant of the Client. In performance of the work, the Consultant is an independent contactor with the ability to control and direct performance details of the work, the Client being interested only in the results obtained under this Agreement. None of the benefits provided by the Client to its employees including, but not limited to, compensation, insurance, and unemployment insurance are available from the Client to the employees, agents, representative or sub -consultant of the Consultant. The Client, shall not, during the term of this agreement, engage other independent contractors to perform the same or similar work that the Consultant performs hereunder. 6. Indemnification/Hold-Harmless. a. Indemnification of Consultant_ The County shall indemnify Westsound Strategic Partners LLC, its officers, agents and employees, from and against any claim, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising from the county's performance under this Agreement; provided, to the extent the claim, damages, losses and expenses are cause by intentional acts of or by the concurrent negligence of the Consultant, its officers, agents, or employees, the County's indemnification obligation hereunder shall be limited to the County's proportionate share of liability as agreed to by the parties to this Agreement or determined by a court of competent jurisdiction. 2 b. Indemnification of County. Westsound Strategic Partners LLC, shall indemnify the County, its officers, agents and employees, from and against any claim, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising from the county's performance under this Agreement; provided, to the extent the claim, damages, losses and expenses are cause by intentional acts of or by the concurrent negligence of the Consultant, its officers, agents, or employees, the County's indemnification obligation hereunder shall be limited to the County's proportionate share of liability as agreed to by the parties to this Agreement or determined by a court of competent jurisdiction. 7. Insurance. Consultant shall carry, as a minimum, for the duration of this agreement the following insurance in such forms and with a carrier rated A.M. Best "A:VII": a. Workers' Compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington, b. Commercial General Liability Insurance with limits of liability not less than $500,000 per occurrence and $1,000,000 in the general aggregate, for bodily injury, including personal injury or death, products liability and property damage, c. Automobile Liability Insurance with a combined single limit of liability not less the $500,000 for bodily injury (including personal injury or death) and property damage, d. Certificates of Insurance naming the COUNTY as additional insured on all such insurance policies, with the exception of the Workers' Compensation coverage. The insurance provided to the additional insured shall be primary. The Consultant shall provide certificates of insurance and an Additional Insured endorsement, concurrent with the execution of this Agreement, evidencing such coverage and at the COUNTY's request, furnish the COUNTY with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. e. Consultants Commercial General Liability Insurance shall be primary and non- contributory with respect to any insurance or self-insurance programs covering COUNTY, its officers, officials, employees and agents. Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the COUNTY, its officers, officials, employees and agents. f. All insurance policies shall contain a clause of endorsement providing that they may not be terminated or materially amended during the term of this Agreement, except after forty-five (45) days prior written notice to the COUNTY. 1f Consultants insurance policies are "claims made" or "claims paid", Consultant shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated. Consultants failure to maintain such insurance policies shall be grounds for the COUNTY's immediate termination of this Agreement. S. Suspension and Termination of Agreement. a. Termination without cause. This Agreement may be terminated by the Client at any time. b. Termination with cause. The Agreement may be terminated upon the default of the Consulta nt. c. Termination by Consultant. This Agreement may be terminated by the Consultant at any time. d. Rights Upon Termination. 3 i. Without or With Cause. Upon termination for any reason, all finished or unfinished documents, reports, or other material or work of Consultant pursuant to this Agreement shall be submitted to the Client, and Consultant shall be entitled to just and equitable compensation for any and all work completed prior to the date of termination, not to exceed the total compensation set forth herein. Consultant shall use its best efforts to minimize the compensation payable under this Agreement in the event of such termination. ii. Default. If the Agreement is terminated for default, the Consultant shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. e. Notice of Termination or Suspension. If delivered to the Consultant in person, termination shall be effective immediately upon the Consultant's receipt of the Client's written notice or such date as stated in the Client's notice of termination, whichever is later. 9. Notice. Any notices required to be given by the Client to the Consultant or by the Consultant to the Client shall be in writing and delivered to the following address: Westsound Strategic Partners LLC Attn: Chris Tibbs, Managing Partner 500 Pacific Ave, Suite 540/PO BOX 1404 Bremerton, WA 98337 Mason County Attn: Board of Commissioners 411 N 5th St. Shelton WA 98584 10. Resolution of Disputes and Governing Law. a. It is agreed by all parties that any and all litigation between the parties shall be filed in Mason County Superior Court, Mason County, Washington. b. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In any suit or action instituted to enforce aby rights granted under this Agreement, the substantially prevailing party shall be entitled to recover its costs, disbursements and reasonable attorney's feed from the other party. 11. Entire Agreement. The Written provisions of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the Client, and such statements shall not be effective or be construed as entering into or forming a part of or between parties with respect to the subject matter hereunder is contained in this Agreement. All of the above documents are hereby made part of this Agreement and form the Agreement document as fully as if the same were set forth herein. Should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, then this Agreement shall prevail. 4 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year set forth above. WESTSOUND. RATEG1C PARTNERS LLC Chris Tibbs, Managing Partner Date// MASON COUNTY By: County Com Date: 1, I / L er, Board Chair 5 Exhibit "A" Mason County Consulting Agreement 1) Scope of Work: Consultant shall provide the Board of Commissioners for Mason County with the following government affairs services: a) Provide the County with a weekly legislative report during the legislative session that includes weekly hearing schedules and a summary of bills important to the County. b) Identify legislative that would impact Mason County specifically. c) Provide the County with real-time updated bill tracking that can be accessed via the web. d) Attend all relevant legislative hearings. e) Work with the County to develop a holistic legislative agenda. f) Develop and lobby for Transportation and Capital Budget funding requests identified by the Commission. g) Lobby the Legislature on all issues developed under the legislative program. h) Lobby defensively on legislation that is introduced that would negatively impact Mason County i) Westsound Strategic Partners would register as the County's lobbyist with the Public Disclosure Commission. 2) Direction: The Consultant shall report and maintain direct contact with the Chair of the Mason County Commissioners, and shall lobby on behalf of Mason County on topics and issues that have been established by the Commission, with the adoption of the Legislative Agenda.