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Home My WebLink AboutGallatin Public AffairsGallatin Public Arairs LETTER OF AGREEMENT october 1, 2014 Dr. charles J. Shackett, Superintendent Bonneville Joint School District No. 93 3497 N. Ammon Road ldaho Falls, ldaho 83401 Dr. Shackett: This letter of agreement (the "Agreement") serves as the parties' contract for the provision of professional consulting services to Bonneville Joint School District No. 93 ("BJSD 93"). As this A8reement defines the scope and nature of the services of Gallatin Public Affairs ("Gallatin") and the parties' respective obligations with regard to those services, please review its contents carefully. 1. Scooe of Work BJSD 93 hereby engaBes Gallatin to render the services according to the description and schedule in the attached Statement of Work (collectively, the "Services"). ln the event of any conflict between this Agreement and the attached SOW, this Agreement will control. 2. Period Covered The term of this Agreement commenced October 1, 2014 and will continue until December 31 ,20!4 or untll the term of this Agreement is terminated by either party by 30 days' written notlce to the other party. ln the event that this Agreement is terminated by either party, BJSD 93 is obligated to pay Gallatin the amount due for the Services performed by Gallatin prior to termination. ln no event will Gallatin be liable for any lost profits or consequential, incidental, or special damaBes. 3. ComDensation BJSD 93 agrees to pay Gallatin a total of 59,000 for the Scope of Work. This will be invoiced in two installments. Gallatin willonly incur expenses with the advanced approval of BJSD 93, and will bill BJSD 93 for approved expenses at the close of each month. BJSD 93 also agrees to reimburse Gallatin for necessary travel, lodging and meals at cost. BJSD 93 also agrees to reimburse Gallatin for expenses incurred for materials and services in pursuit of the scope of work of the Services at cost. 4 Additional Services Gallatin services outside the scope of work will be negotiated, approved by BJSD 93 and priced and invoiced in addition to this agreement. Additional services offered by Gallatin, include creation and management of digital advocacy and social media strateBies and tools; subject matter and policy research; creation of content for issue background materials, FACIs, op-editorials etc.; media and presentation training; public opinion research; media monltoring. Sallat inpa.com ヽヽ 1、11■1、バ Gallatin Public Arairs Letter of Agreement - Bonneville Joint School District No. 93 / Gallatin Public Affairs october 1, 2014 Page 2 5. Billins Procedure and Terms callatin wlll invoice BJSD 93 for half of the project fee (S4,50O) at the start of the project and the remaining $4,500 on December 31, 2014. BJSD 93 agrees to pay in full within 20 days from the invoice date. lf BJSD 93 fails or refuses to pay in full by that time, BJSD 93 will be charged and agrees to pay an additional one percent (1%) per month on any unpaid balance remaining after one month from invoice date. 6. Conflicts of lnterest Gallatin declares that it has no known conflicts of interest between work it performs for existinE Gallatin clients and the work contemplated by this Agreement. Further, the parties agree to consult with each other regarding whether any future services pose a conflict of interest. 7. Accuracv, lndemnification and Warranties BJSO 93 agrees to indemnify, defend and hold harmless Gallatin and any subsidiary, affiliate, officer and employee from and against any loss, claim, suit, damage, expense, liability, and cost, including attorneys' fees, of any kind whatsoever that are asserted against Gallatin based upon information, representations, reports, or data furnished by BJSD 93 to the extent such material is furnished or reviewed by BJSD 93 for use by Gallatin. Additionally, BJSD 93 hereby agrees to indemnify, defend and hold harmless Gallatin and any subsidiary, affiliate, officer and employee from any loss, claim, suit, damage, expense, liability, and cost, including attorneys' fees, of any kind whatsoever that in any way arise from the Services performed by Gallatin hereunder and any breach or alleged breach by BJSD 93 of this Agreement, including the warranties set forth herein. 8. Confidentialitv Each of the parties agree to maintain strict confidentiality concerning information supplied by one party for use by the other party in the performance of its responsibilities under this Agreement. No such information regarding one party will be released by the other party to any person, except under compulsory process, without prior approval of that party. 9. General Provisions Authority. BJSD 93 represents that it has full power and authority to enter into and perform its obligations under this Agreement and that this Agreement is a legal, valid, and binding obligation of BJSD 93, enforceable against it in accordance with its terms. Gallatin Publicメ団Lirs Letter of ABreement - Bonneville Joint School District No. 93 / Gallatin Public Affairs October 1, 2014 Page 3 Assignment. Gallatin may freely assign this Agreement, in whole or in part. Except as expressly permitted by this Agreement, BJSD 93 will not assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Gallatin. subiect to the foregoing, this ABreement is binding upon, and inures to the benefit of, each of the parties and the parties'respective heirs, survivors, legatees, executors, personal representatives, recelvers, trustees, insurers, marital communities, successors, subrogees, transferees, agents, and assigns. No Waiver. The failure of any party to insist upon the strict observa nce and performance of the terms of this Agreement will not be deemed a waiver of other obligations hereunder, nor will it be considered a future or continuing waiver of the same terms. Notices. Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledBment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notlce will be sent to the address set forth on the signature page of this Agreement or such other address as either party may specify through the notice procedure herein. Governing Law. This Agreement will be governed in all respects by Washington law without regard to conflicts of law principles thereof. The prevailing party in anyaction or proceedinB relatingto this Agreement is entitled to recover from the non-prevailing party reasonable attorneys'fees and other costs incurred with or without trial, in bankruptcy or on appeal, in addition to any other relief to which such prevailing party may be entitled. Severability. lf any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement are not to be affected or impaired thereby. Entire Agreement. This Agreement is the final, entire and complete expression of the agreement of the parties and may be modified only by a written addendum signed by each party. The terms ofthis Agreement are contractual and not mere recitals. This A8reement supersedes and replaces all prior agreements, discussions and representations, all of which are merged into, and superseded by, this Agreement. No party is entering into this Agreement in reliance on any oral or written promises, inducements, representations, understandings, interpretations, or agreements, other than those contained in this Agreement. The terms of this Agreement will govern all services undertaken by Gallatin for BJSD 93. The terms contained herein may not be altered, supplemented or interpreted by any course of dealing or practices. Gallatin Publicメ団hirs Letter of Agreement - Bonneville Joint School District No. 93 / Gallatin Public Affairs October 1, 2014 Page 4 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument. AGREEMENT to TERMS and CONDTTIONS: Date: October 16.2014 JOHNSON,LAVEY&BELち :NC. {Dノ Bノ A“GALLAT:N PUBLIC AFFAIRS″