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22-015.00 Insight Strategic Partners: Lobbying Utility Tax J 2-0/S INSIGHT SERVICES AGREEMENT This Services Agreement(including Appendix A,this"Agreement")is entered into effective as of January 10,2022 by and between Insight Strategic Partners,LLC("Consultant")with its principal offices at 911 Pine Street,Suite 300,Seattle,Washington,98101,and the City of Spokane Valley with its principal offices at 10210 E.Sprague Ave,Spokane Valley,WA 99206.("Client"),hereinafter each sometimes referred to as a"Party"and collectively as the"Parties." RECITALS A.Client wishes to contract with Consultant to provide services described in Appendix A,on the terms and conditions set forth herein. B.Consultant is willing and qualified to perform such services. In consideration of the above Recitals and the mutual promises and agreements contained herein,the Parties agree as follows: 1. Scope of Services. Consultant is retained and appointed to implement the services outlined in the attached Appendix A,which are designed to accomplish the objectives of Client. Consultant shall use Consultant's best efforts to perform services such that the results are satisfactory to Client. 2. Contract Administration;Communications. Consultant's employees will be responsible for performing services under this Agreement. Client and Consultant shall identify and maintain a mutually agreeable communication process to keep Client fully and currently informed about activities of Consultant on behalf of Client.Consultant will work closely with other consultants, team members,and related organizations and individuals as designated by Client,and as necessary to accomplish the objectives of Client. 3. Compensation. Consultant will perform the scope of services in this Agreement for a retainer of$6,000 per month from January 10,2022,through March 31,2022(the"Contract Period"). 4. Expenses. In addition to compensation payable to Consultant pursuant to this Agreement, Client will reimburse Consultant for reasonable,documented out-of-pocket costs and disbursements expended in furtherance of the objectives of this Agreement which may include transportation and travel costs,food,lodging,automobile mileage at the applicable federal rate per business mile,and necessary entertainment,provided that such costs are approved in advance by Client. Consultant shall include an accounting of costs and disbursements and the amount owed on the periodic statements rendered to Client. 5. F yment. First month retainer due upon signing of this Agreement. Consultant shall send an invoice via email to cdriskellrtLspokanevallcy Q g.Client shall pay Consultant's fee and reimbursements within 30 days of receiving an undisputed invoice. 6. Confidential Matters and Proprietary Information. Consultant shall keep in strictest confidence all information that may be acquired in connection with or as a result of this Agreement. Consultant shall not publish,communicate,divulge,disclose or use any of such information,which has been designated by Client as proprietary or confidential or which from the surrounding circumstances in good conscience ought to be treated by the Consultant as proprietary or confidential,without the prior written consent of Client for so long as such information is retained by Consultant.Upon termination or expiration of this Agreement,if requested by Client,Consultant shall deliver all records,data,information,and other documents and all copies thereof to Client, which shall remain the property of Client.Consultant shall,upon request by Client,certify in writing that all such records,data,information,and other documentation have been returned or destroyed within five(5)business days of receiving such request. 7. Conflict of Interest. Consultant hereby warrants that there is no conflict of interest in Consultant's other contracts or other employment with the activities to be performed hereunder and shall advise if a conflict arises in the future.Consultant will provide Client with prior notice if Consultant represents any company or other organization that provides products or services similar to any of the products or services offered by Client or any of its affiliates,or where such other company or other organization represented by Consultant is seeking a public outcome in opposition to any outcomes sought by Client. 8. Independent Contractor. In all matters relating to this Agreement,Consultant shall be acting as an independent contractor. Consultant is not an employee of Client under the meaning or application of any Federal or State Unemployment or Insurance Laws or Workers'Compensation Laws,and Consultant shall assume all liabilities and obligations imposed by any one or more of such laws,including tax laws. Consultant will work with Client to determine the time,the place and the manner in which it will accomplish its services within an overall schedule date established by Client. Consultant shall not have any authority to assume or create any obligations,express or implied,on behalf of Client. 9. Entire Agreement. This Agreement constitutes the entire agreement between Client and Consultant in regard to the subject matter hereof and supersedes all prior or contemporaneous communications,representations,or agreements,whether oral or written,with respect thereto. No agreements hereafter made between the Parties shall be binding on either Party unless reduced to writing and signed by authorized representatives of the Parties.The Parties hereby agree that Client shall be permitted to assign this Agreement to any of Client's affiliate organizations(including, other firms in Client's international network of firms)without the need to obtain Consultant's prior consent;upon any such assignment,Client's assignee shall be responsible for all of Client's obligations under this Agreement. 10. Terms of Service and Termination. This Agreement will automatically terminate at the end of the Contract Period unless the Parties mutually agree to an extension in writing,email being sufficient for memorializing such agreement. This Agreement may also be terminated upon mutual written agreement of Client and Consultant. Either Party may terminate this Agreement at its convenience and without cause by providing the other Party at least 30 days'prior notice in writing. Upon termination,Consultant will render Client an invoice and within 30 days after receipt of an undisputed invoice,Client shall pay Consultant in full any reasonable sums that may be due. 11. Compliance with Laws. Consultant will perform services under this Agreement in compliance with all applicable federal,state,and local laws,regulations and rules. 12. Indemnification and Insurance.Each party shall indemnify,defend,and hold the other party harmless from any and all third-party claims,losses,liabilities,and expenses(including cost of judgment,settlements,court costs,and reasonable attorneys'fees)caused by,or resulting from the indemnifying party's performance hereunder.Without limiting the foregoing,each party shall indemnify,defend,and hold the other party harmless from any and all third party claims,losses, liabilities,and expenses(including cost of judgment,settlements,court costs,and reasonable attorneys'fees incurred in the defense of such claims),based on the indemnifying party's fraud, gross negligence or intentional misconduct.Consultant warrants that it carries comprehensive liability,automobile,and other insurance with reasonable coverage and in reasonable amounts sufficient to insure against anticipated risks in connection with services under this Agreement. 13. Intellectual Property_ghts.Client is and will be the sole and exclusive owners of all right, title,and interest throughout the world in and to all the results and proceeds of any services performed under this Agreement and all other writings,technology,inventions,discoveries, processes,techniques,methods,ideas,concepts,research,proposals,and materials,and all other work product of any nature whatsoever,that are created,prepared,produced,authored,edited, modified,conceived,or reduced to practice in the course of performing services under this Agreement(collectively,"Work Product")including all patents,copyrights,trademarks(together with the goodwill symbolized thereby),trade secrets,know-how,and other confidential or proprietary information,and other intellectual property rights(collectively,"Intellectual Property Rights")therein. Consultant agrees that Work Product is hereby deemed"work made for hire"as defined in 17 U.S.C.§ 101 for Client and all copyrights therein automatically and immediately vest in Client.If,for any reason,any Work Product does not constitute"work made for hire,"Consultant hereby irrevocably assign to Client,for no additional consideration,Consultant's entire right,title, and interest throughout the world in and to such Work Product,including all Intellectual Property Rights therein,including the right to sue for past,present,and future infringement, misappropriation,or dilution thereof. 14. Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington and with the laws of the United States with regard to federal issues(such as copyright issues),without regard to the conflict of laws principles.The parties agree to submit any dispute arising from or relating to this Agreement and any schedules,addenda or other attachments to binding arbitration,pursuant to the Commercial Dispute Resolution Rules of the Arbitration Association of America.Each party will bear its own costs of the arbitration.The award of the arbitrator shall be final,conclusive and binding upon Consultant and Client.The arbitrator shall not have the power to add to,subtract from,or in any way modify the terms of this Agreement.Neither party shall be entitled to recover attorneys'fees expended in the case of arbitration.In the event of any violation or alleged violation of this Agreement Client shall,in addition to all other remedies available to it,be entitled to seek equitable(including injunctive) relief from a court of competent jurisdiction without any requirement to first seek arbitration. 15. Miscellaneous. This Agreement may be executed in one or more counterparts,each of which will be deemed an original,but all of which together will constitute the same instrument.This Agreement may be executed by electronic means. No amendment or waiver of any provision of this Agreement,nor any consent or approval to any departure therefrom,shall in any event be effective unless the same shall be in writing and signed by the Parties. Contractor's representations and warranties herein and the provisions of Sections 6,7, 12, 13, 14 and this Section 15,as well as any other provisions which by their teens or intent are intended to survive will survive the termination of this Agreement for any reason. By executing this Agreement each signatory affirms that they have read and understand its terms,and that each has the full power and authority to enter this Agreement on behalf of the entity for which they have signed. Executed in the County of King,Washington: For: INSIGHT STRATEGIC PARTNERS,LLC 911 Pine Street,Suite 300 Seattle,WA 98101 TEL:(360)202-6366 By: Aartiu/1141574,1rigartner For: CITY OF SPOKANE VALLEY 10210 E.Sprague Avenue Spokane Valley,WA 99206 TEL:(509)720-5150 (.1 By: !— �� �•Cary Driskell. i Attorn Appendix A Scope of Work • Provide government relations counsel and strategic support related to legislation introduced by the City to limit tax liabilities levied by other cities in Spokane County on Spokane Valley residents. •Facilitate meetings with members of the Washington State Legislature and non-partisan and policy staff. • Support the preparation of relevant advocacy materials,talking points or other necessary documents. • Partner with the City of Liberty Lake,City of Millwood,Spokane County,and other interested stakeholders or entities interested in supporting the legislation in the furtherance of the City's legislative priorities. •Meet with stakeholders who oppose the legislation and attempt to neutralize or address their opposition through bill negotiations. • Provide written and oral updates in a manner desired by the City's leadership. A DATE(MM/DD/YYYY) ( (J �A CERTIFICATE OF LIABILITY INSURANCE 1/10/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Griffith/Rush Drake Insurance, Inc. PHONE FAX PO BOX 821049 (A/c.No.Ext):206-363-0550 (A/c.No):206-365-0699 Kenmore WA 98028 ADDRESS: service@grdins.com INSURER(S)AFFORDING COVERAGE NAIC# License#:187695 INSURERA:Hartford Casualty Insurance Company 29424 INSURED INSISTR-01 INSURER B Insight Strategic Partners LLC Martin Loesch 15246 Wilbur Rd PO Bos 326 INSURER C: La Conner WA 98257 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1290449416 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W LIMITS LTRINSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A COMMERCIAL GENERAL LIABILITY 52SBANX9161 6/21/2021 6/21/2022 EACH OCCURRENCE $2,000,000 DAMAGE TO CLAIMS-MADE OCCUR PREMISES(EaENTED occurrence) $ MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY JEC07 LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER AND EMPLOYERS'LIABILITY Y/N STATUTEH ER _ ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? N/A -- -- - (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The Certificate Holder is added as Additional Insured per written contract with regards to the work and services performed by the Named Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley 10210 E. Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane Valley WA 99206 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD