AGREEMENT TO PROVIDE LEGISLATIVE CONSULTANT SERVICES TO THE CITY OF MCKINNEY, TEXAS AND THE MCKINNEY CHAMBER OF COMMERCE

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1 AGREEMENT TO PROVIDE LEGISLATIVE CONSULTANT SERVICES TO THE CITY OF MCKINNEY, TEXAS AND THE MCKINNEY CHAMBER OF COMMERCE THIS AGREEMENT, made and entered Into affective as of the 1' 4 dayof December, 2012, between the CITY OF MCKINNEY, TEXAS hereinafter referred to as the City," the MCKINNEY CHAMBER OF COMMERCE hereinafter referred to as the" Chamber"( City and Chamber are collectively referred to as ' McKinney') andred Media Group hereinafter referred to as" Consultant." WHEREAS, the City Council of the City of McKinney, Texas has determined the need for a legislative consultant to address the City' s Interests at the State level; and WHEREAS, the City Council desires to partner with the Chamber on joint legislative efforts to present a unified community from both the citizen and business perspectives; and WHEREAS, the Cltydesires to engage the services of RED Media Group to serve as the City' s Legislative consultant on Issues common with the Chamber. NOW, THEREFORE, In consideration of the mutual agreements set forth, McKinney and the Consultant agree as follows: ARTICLE I GENERAL Consultant shall furnish and pay for all labor, tools, materials, equipment, supplies, transportation and management necessary to perform all services set forth in Article II hereof for McKinney In accordance with the terms, conditions and provisions of the Scope of Services, marked Exhibit ' A", and attached hereto and incorporated herein for all purposes. McKinney may, at any time, terminate the agreement upon 30 days written notice to Consultant. Any action or direction by McKinney shall require the Joint, written action of both the City and the Chamber. ARTICLE 11 SERVICES The services shall be performed by the Consultant In accordance with the oversight of McKinney, by and through the directives of the PRiL Committee, or Its designee and in conformity to those services provided under Exhibit" A". Consultant shall be solely responsible for the professional quality, technical accuracy, and the coordination of all services fumished by Consultant under this Agreement. Consultant shall, without additional compensation, corrector revise any errors or deficiencies in the work product and other sorvices provided hereunder. C, Neither McKinney's review, approval or acceptance of, nor payment for any of the services required under this Agreement,'shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Consultant shall be and remain liable to McKinney in accordance with applicable law for all damages to McKinney caused by Consultant's negligent performance under this Agreement. D. The rights and remedies of McKinney under this Agreement are as provided by Texas Law. Mcxinney Chamber i

2 ARTICLE III PA EN McKinney shall pay Consultant for all services and reasonable and necessary business expenses authorized In writing bythe PRIL Committee or its designee and property performed by Consultant on the basis herein described. Reasonable and necessary business expenses shall include travel to and from cities away from Austin; meals and lodging while in cities away from Austin; and entertainment of slate officials( only when directly related to McKinney issues). Payment shall be as stipulated In Exhibit " B" attached hereto and Incorporated herein. Upon complete performance of this Agreement by Consultant and final approval and acceptance of Consultant's service by McKinney, McKinney shall make final payment to Consultant of the balance due under this Agreement C. within thirty( 30) days after the last day of this Agreement or within thirty( 30) days after receipt of Consultant's Tinai Invoice for services, whichever Is later, McKinney may deduct from any amounts due or to become due to Consultant any sum or sums owing by Consultant to McKinney. In the event of any breach by Consultant of any provision or obligation of this Agreement, D. McKinney shall have the right to retain out of any payments due or to become due to Consuitant an amount sufficient to completely protect McKinney from any and all loss, damage or expense therefrom, until j the breach or claim has been satisfactorily remedied or adjusted by the Consultant ARTICLE IV TIME FOR PERFORMANCE Consultant shall perform all services as provided for under,this Agreement In a proper efficlent and professional manner in accordance with the PR.1L Committee's written directives, ARTICLE V DOCUMENTS All documents or communication of any kind, written or electronic, and all other communications, correspondence or Instruments, written orgenerated by Consultant, shall be the property of McKinney and exclusively owned and under the control of McKinney, and under no circumstances shall Consultant have any ownership In any such Information. 3 Consultant agrees to and does hereby grant to McKinney a royalty-free license to all such Instruments of service which Consultant may cover by copyright and to all designs as to which Consultant may assert any rights or establish any claim underthe design patent or copyright laws, Consultant, after completion of the project, agrees to furnish the originals of ail such Instruments of service to McKinney. ARTICLE VI TERMINATION McKinney may suspend or terminate this Agreement with, orwithout, cause at any time by giving thirty( 30) days' written notice tp Consultant. In the event of suspension or termination, payment to Consultant, In accordance with the terms of this Agreement, will be made on the basis of services performed through the date of suspension, or terminatlon, as reasonably determined by McKinney. Such payment will be due thirty ( 30) days after McKinney' s receipt of all documents prepared under McKinney directives hereunder. I McKinney Chamber Decernber2012 I F

3 ARTICLE VIl INDEMNIFICATION FOR INJURY AND PERFORMANCE Consultant further specifically obligates itself to McKinney In the following respects, to- wft: Consultant, jointly and severally, hereby agrees to protect, indemnify and hold harmless McKinney, their officers, agents, and employees ( hereinafter individually and collectively referred to as indemniteesi, from and against suits, actions, claims, losses, tiabllfty or damage of any character, and from and against costs and expenses, Including, In part, attorney fees Incidental to the defense of such suits, actions, claims, losses, damages or liability on account of Injury, disease, sickness, including death, to any person or damage to property Including, in part, the loss of use resulting therefrom, arising from any negligent act, error, or omisslon of the Consultant, its officers, employees, agents or subcontractors, or anyone also under the Consultant's direction and control, and arising out of, resulting from, or caused by the performance or failure of performance of any work or services called for by this Agreement, or from conditions created by the performance or non-performance of said work or services. In the event one or more of the Indemnitees is determined by a court of law to be jointly or dorivatively negligent or liable for such damage or Injury, the Consultant shall be obligated to Indemnify Indemnftaes(s) as provided herein on a proportionate basis In accordance with the final judgment, after all appeals are exhausted, determining such joint or derivative negligence or liability. Acceptance and approval of the Consultant' s work product shall not C. constitute nor be deemed a release of this responsibility and liability of Consultant, its employees, associates, agents and consultants for the accuracy or competency of their work product or other documents. ARTICLE VIII CONFLICTS OF INTEREST AND DISCLOSURES Consultant shall comply YAM Texas Government Cbde Sec entitled PROHIBITED CONFLICTS OF INTEREST" at all times during the term of this Agreement. in accordance with( B) below, Consultant shall not represent any client that desires to direct Consuitant Inconsistently with the directives of McKinney, and Consultant stall have an affirmative duty to disclose to McKinney any such circumstance immediately upon knowiedge thereof. If McKinney determines there Is a differing viewpoint or divergent policy position between McKinney and anyclient of Consultant on any matterorservices covered bythis Agreement, Consultant agrees to withdraw from representing Consultant' s client and McKinney regarding on the Issue, and furthermore, Consultant shall not represent any other client on such Issue upon withdrawal under this sentence. Any withdrawal on a specific Issue shall not limit or Impair Consultant from providing other services or work required under this Agreement. S. By executing this Agreement, McKinney recognizes that the representation of McKinney Is not exclusive to the representation of other clients by Consultant. At the date of execution, Consultant warrants that no conflicts exist between the Interests of McKinney and any other existing clients. ARTICLE IX ASSIGNMENT Consultant shall not assign or transfer this Agreement or any obligations hereunder, without the written consent of McKinney. McKinney Chamber

4 ARTICLE X APPLICABLE LAWS Consultant shall comply with all State and City ordinances and regulations relating or applicable to services performed under this Agreement. This Agreement is performable in the State of Texas and shall be governed by the laws of the State of Texas. Venue on any suft hereunder shall be In Collin County, Texas. ARTICLE XI DEFAULI OF CONSULTANT In the event Consultant fails to comply with the provisions of this Agreement as to the quality or character of the service or time of performance, and the failure Is not corrected within ten( 10) days after written notice by McKinney to Consultant, McKinney may, at its sole discretion without prejudice to any other right or remedy: Terminate this Agreement 13. and shall be retleved of payment of any further consideration to Consultant except for all work determined by McKinney to be satisfactorily completed prior to termination. Payment for work satisfactorily completed shall be on a prorated daily formula, but shall not Include any loss of profit of Consultant. In the event of such termination, McKinney may proceed to complete the services In any manner deemed proper by McKinney, either by the use of their own personnel or through others. In either event above, the Consultant shall be liable to McKinney, Jointly and severally, for all costs up to a maximum amount of$ 10,000 Incurred to complete the services herein provided and the casts so Incurred may be deducted and paid by McKinney out of such monies as may be due or that may thereafter become due to Consultant under and by virtue of this Agreement. C. McKinney may, without terminating this Agreement or taking over the services, furnish the necessary materials, equipment, supplies, or labor necessary to remedy a default, at the expense of the Consultant. ARTICLE XII ADJUSTMENTS IN SORVICES No claims for extra services, additional services or changes In the services shall be permitted by Consultant without a written amendment of this Agreement prior to the performance of such services. ARTICLE XIII EFFECTIVE UPON EXECUTION. This Agreement shall be effective upon execution of the contract by and between Consultant and McKinney. ARTICLE XIV AGREEMENT AMENDMENTS E This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and there are no oral understandings, statements or stipulations bearing upon the meaning or effect of this Agreement which have not been Incorporated herein. This Agreement may only be modified, amended, supplemented or waived by a written Instrument executed by the parties except as may be otherwise provided therein. i ARTICLE XV MCKInney- Chamber LeglslattveConsultant Agreement i i

5 NOTICES AND AUTHORITY: The Consultant agrees to send all notices required under this Agreement to the PRI L Committee do City Manager of the City of McKinney, Texas, at 222 N. Tennessee Street, McKinney, Texas Consultant and McKinney understand and agree that only McKinney, the PRIL Committee, or Its designee, has the authority to direct the Consultant under this Agreement. S. McKinney agrees to send all notices required under this Agreement to the Consultant by mail or electronic mail. ARTICLE XVI IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective the t 1' day of December, 2012, CITY OF McKINNEY a Texas municipal corporation 222 N. Tennessee St. McKinney, TX Sy. JASON GRAY City Manager Date Signed: By Rob Daake, Deputy City Manager and authorized signatory f ATTEST; 2 yunllllf l/j SA H MC, MMC a ȳ City Secretary s ye ZI s ti Ṣ, A.= r APPROVED A TO FORM: l, Iff, ARK S. HOUSER City Attorney McKinney Chamber Legislative consultant Agreement j k

6 McKINNEY CHAMBER OF COMMERCE The McKinney Chamber 2160 South Central Expressway,# 160 McKinney, TX By:- - r JqdI Ann LaFreniere Ray resldent r Cate Signed: Z Consultant RED Mad! Group By; Ange U ala s McKinney-- Chamber Leglslativs Consultant Agreement Decemher2012

7 ExHiSIT" A" STATEMENT OF WORK AND SCOPE OF SERVICES 1. Consultant shall provide professional services pursuant to the following: a. Work closely with the PRIL Committee and McKinney staffs to understand the programs of McKinney, Its legislative needs, and its strategic plan. b. Provide timely information to the PRIL Committee on pertinent developments and work with the PRIL Committee to develop all necessary data and materials to support McKinney's legislative agenda. Attend and present Information at PRIL Committee meetings, as requested. c. Report frequently as needed, to the PRIL Committee on progress and status of work for McKinney. d. Respond as necessary to all other requests made to Consultant by the PRIL Committee, or Its designee. 2. Consultant agrees that specific attention shall be given In addition to the services above listed, to the following specific priorities of McKinney, as follows., a. Strengthen support with key members of the State Legislature and key Legislative committees, including staff, by regular contact, reports and communication with key members and staff of McKinney priorities. b. Regular monitoring of all relevant policy developments and filed bills with timely communication with the PRIL Committee. c. Assistance In organization of McKinney trips to Austin, TX, d. Maintain contact with State Agencies and communicate McKinney priorities as directed by the PRIL Committee, or its designee. 3. This Agreement specifically excludes from the Statement of Work any Involvement In campaigns or fundraising activities. Any such activities are strictly voluntary on the part of the Consultant and are not part of the compensation contemplated under this Agreement. McKinney Chamber

8 i EXHIBIT" B" PAYMENT OF FEES The following shalt constitute the fees payable to the Consultant under the Agreement effective December 1, 2012 through November 30, 2013 unless-term[nated sooner in accordance with the terms of the.agreement or until otherwise agreed In writing by the parties. 1. This agreement shall be for the Term from December 1, 2012 to November 30, 2013, 2. Total compensation for the services rendered hereunder for the Term, and under the statement of work described In Exhibit A, shall be$ 60,000 payable In twelve 12) monthly payments beginning on December 1, 2012 at the rate of$ 5, 000 per month, In advance, payable on the first day of each month up to and Including November 1, Subject to Article III. C., the last payment of expenses shall be due and payable on December 31, Consultant shall submit an Invoice In advance of each month of this Agreement. 3. McKinney shall reimburse all approved expenses of this representation, Including travel, meals and other expenses up to the aggregate amount of$ 3, 000 for the Term. 4. Consultant shall Invoice the City monthly for expenses and such Invoices shall be payable within thirty( 30) days of recelpt. F. Consultant shall itemize all time expended forthe prior month on McKinney services when submitting an Invoice for payment, In advance, of the next month, Time entries shall be recorded for each separate task performed and shown In increments of 1110 hour. For example;" Meeting with PRIL Committee, 1. 7 hours." 6. During the Term, the City and Chamber agree to each pay 50% of monthly billing as well as 50% of expenses, up to the agreed upon amount. I I MCKlnney Chamber