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HomeMy WebLinkAboutJayray - Professional Services AgreementPERSONAL SERVICES AGREEMENT JAYRAY THIS AGREEMENT is made and entered into between the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as "City", and JAYRAY, hereinafter referred to as "Consultant", on the _a�L day of , 2023. RECITALS WHEREAS, the City desires to have certain services and/or tasks performed as set forth below requiring specialized skills, training, equipment, and other supportive capabilities; and WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills, experience, equipment, and necessary capabilities, including: technical and professional expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon which the City is relying. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Scope of Services. The Consultant shall perform such services and accomplish such tasks, including the furnishing of all labor, materials, facilities and equipment necessary for full performance thereof, as identified and designated as Consultant's Responsibilities throughout this Agreement, and as more particularly described in Scope of Work detailed in [Exhibit A], attached hereto and incorporated herein (the "Project"). 2. Term. This Project shall begin on the execution date listed above and promptly be completed by 1,2 /31 a od3 3. Compensation and Payment. 3.1 Payment for services provided hereunder shall be made following the performance of such services. Such payment shall be full compensation for work performed or services rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to complete the Project. 3.2 No payment shall be made for any services rendered by the Consultant except for services identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the City. 3.3 The City shall pay the Consultant for work performed under this Agreement upon timely submitted invoices detailing work performed and expenses for which reimbursement is sought. The City shall approve all invoices before payment is issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. Personal Services Agreement — JAYRAY Place Branding Page 1 of 10 3.4 The City shall pay the Consultant for all work performed and expenses incurred under this Agreement, as follows. ❑ Hourly (Single Rate): $ per hour plus actual expenses incurred as provided under this Agreement, but not to exceed a total of $ without prior written authorization by the City; or ❑ Hourly (Multiple Rate): Such rates as identified on [Exhibit No./Letter], plus actual expenses incurred as provided under this Agreement, but not to exceed a total of $ without the prior written authorization by the City; or ❑ Fixed Sum: A total of $ ® Other: See Scone of Work — Exhibit A 4. Reports and Inspections. 4.1 The Consultant at such times and in such forms as the City may require, shall furnish to the City such statements, records, studies, surveys, reports, data, and information as the City may request pertaining to matters covered by this Agreement. 4.2 The Consultant shall, at any time during normal business hours and as often as the City or the Washington State Auditor may reasonably deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the City, or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The City shall receive a copy of all audit reports made by the agency or firm as to the Consultant's activities. The City may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the Consultant's activities which relate, directly or indirectly, to this Agreement. Consultant shall be provided a copy of such reports. 4.3 The Consultant, during the term of this Agreement, shall obtain all permits and registration documents necessary for the performance of its work and for the execution of services at its own expense, and shall maintain its validity. Upon request, the Consultant shall deliver to the City copies of these licenses, registration documents, and permits or proof of their issuance or renewal. 4.4 Consultant shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement, and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. Personal Services Agreement — JAYRAY Place Branding Page 2 of 10 These records shall be subject, at all reasonable times, to inspection, review, or audit as provided above. 4.5 The Consultant shall retain all books, records, documents or other material relevant to this Agreement for three (3) years after its expiration. Consultant agrees that the City, or its designee, shall have full access and right to examine any of said materials at all reasonable times during this period. 5. Ownership and Use of Documents. 5.1 All research, tests, surveys, preliminary data, information, drawings and documents made, collected, or prepared by the Consultant for performing the services subject to this Agreement, as well as any final product, collectively referred to as "work product," shall be deemed as the exclusive property of the City, including copyright as secured thereon. Consultant may not use them except in connection with the performance of the services under this Agreement or with the prior written consent of the City. Any prior copyrighted materials owned by the Consultant and utilized in the performance of the services under this Agreement, or embedded in with the materials, products and services provided thereunder, shall remain the property of the Consultant subject to a license granted to the City for their continued use of the products and services provided under this Agreement. Any work product used by the Consultant in the performance of these services which it deems as "confidential," "proprietary," or a "trade secret" shall be conspicuously designated as such. 5.2 In the event of Consultant's default, or if this Agreement is terminated prior to its completion, the work product of the Consultant, along with a summary of the services performed to date of default or termination, shall become the property of the City, and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of services provided shall be prepared at no additional cost, if the Agreement is terminated through default by the Consultant. If the Agreement is terminated through convenience by the City, the City agrees to pay Consultant for the preparation of the summary of services provided. 6. Public Records. 6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW "Public Records Act." All preliminary drafts or notes prepared or gathered by the Consultant, and recommendations of the Consultant are exempt prior to the acceptance by the City or public citation by the City in connection with City action. 6.2 If the Consultant becomes a custodian of public records of the City and request for such records is received by the City, the Consultant shall respond to the request by the City for such records within five (5) business days by either providing the records, or by identifying in writing the additional time necessary to provide the Personal Services Agreement — JAYRAY Place Branding Page 3 of 10 records with a description of the reasons why additional time is needed. Such additional time shall not exceed twenty (20) business days unless extraordinary good cause is shown. 6.3 In the event the City receives a public records request for protected work product of the Consultant within its possession, the City shall, prior to the release of any protected work product or as a result of a public records request or subpoena, provide Consultant at least ten (10) business days prior written notice of the pending release and to reasonably cooperate with any legal action which may be initiated by the Consultant to enjoin or otherwise prevent such release. 7. Independent Contractor Relationship. 7.1 The parties intend that an independent contractor relationship is created by this Agreement. The City is interested primarily in the results to be achieved; subject to the scope of services and the specific requirements of this Agreement, the implementation of services will lie solely with the discretion of the Consultant. No agent, employee, officer or representative of the Consultant shall be deemed to be an employee, agent, officer, or representative of the City for any purpose, and the employees of the Consultant are not entitled to any of the benefits or privileges the City provides for its employees. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, officers, subcontractors or representatives during the performance of this Agreement. 7.2 In the performance of the services provided in this Agreement, Consultant is an independent contractor with full authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the City and shall be subject to the City's general rights of inspection and review to secure the satisfactory completion thereof. 7.3 The Consultant shall comply with all State and Federal laws including, but not limited to: 7.3.1 The definition requirements of RCW 50.04.140 (Employment Security). 7.3.2 RCW 51.08.195 (Industrial Insurance). 7.3.3 Obtain a City of Pasco business license. 7.4 The City may, at its sole discretion, require the Consultant to remove any employee, agent or servant from employment on this Project who, in the City's sole discretion, may be detrimental to the City's interest. 7.5 Consultant as an independent contractor and not an employee shall not be entitled to any employee benefits including but not limited to vacation time, sick leave, paid time off, or paid holidays. Personal Services Agreement — JAYRAY Place Branding Page 4 of 10 8. Indemnification. 8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 8.2 However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant, and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8.3 No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein. 8.4 This indemnification shall include damages, penalties and attorney fees caused by Consultant's delayed or failed performance of Section 6 above. 9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, or subcontractors. The Consultant's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types and coverage described below: 9.1.1 Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 9.1.2 Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under Personal Services Agreement — JAYRAY Place Branding Page 5 of 10 the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 9.1.3 Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 9.1.4 Professional Liability insurance appropriate to the Consultant's profession. 9.2 Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 9.2.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 9.2.2 Commercial General Liability insurance shall be written with limits no less than: ® $2,000,000 each occurrence; and ® $2,000,000 general aggregate; 9.2.3 Professional Liability insurance shall be written with limits no less than: ® $2,000,000 per claim; and ® $2,000,000 policy aggregate limit; 9.3 Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any insurance, self- insurance, or self -insured pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 9.3.1 The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. 9.5 Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including, but not necessarily limited to, the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. Personal Services Agreement — JAYRAY Place Branding Page 6 of 10 9.6 Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation within two (2) business days of their receipt of such notice. 9.7 City Full Availability of Consultant Limits. If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. 9.8 Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five (5) business days notice to the Consultant to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 10. Nondiscrimination. In the performance of this Agreement, the Consultant will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Consultant shall ensure that applicants are employed, and that employees are treated during employment in the performance of this Agreement without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. The Consultant shall take such action with respect to this Agreement as may be required to ensure full compliance with local, State and Federal laws prohibiting discrimination in employment. 11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed nor retained any company, firm, or person, other than a bona fide employee working exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any company, person or firm, other than a bona fide employee working exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to terminate this Agreement. 12. Assignment and Subcontracting. 12.1 The City has awarded this Agreement to the Consultant due to its unique qualifications to perform these services. The Consultant shall not assign (or Personal Services Agreement — JAYRAY Place Branding Page 7 of 10 subcontract other than as specifically identified in Exhibit A) its performance under this Agreement or any portions of this Agreement without the prior written consent of the City, which consent must be sought at least thirty (30) days prior to the date of any proposed assignment. 12.2 Any work or services assigned or subcontracted hereunder shall be subject to each provision of this Agreement including Section 6, Public Records; Section 10, Nondiscrimination; proper bidding procedures where applicable; and all local, State and Federal statutes, ordinances, and guidelines. 12.3 Any technical or professional service subcontract not listed in this Agreement, must have prior written approval by the City. 13. Termination. 13.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the other party no less than ten (10) business days written notice in advance of the effective date of such termination. 13.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this Agreement, or if the Consultant fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) business days of written notice thereof, the City may terminate this Agreement for cause. Termination shall be affected by serving a notice of termination on the Consultant setting forth the manner in which the Consultant is in default. The Consultant will only be paid for services and expenses complying with the terms of this Agreement, incurred prior to termination. 14. General Provisions. 14.1 For the purpose of this Agreement, time is of the essence. 14.2 Notice. Notice provided for in this Agreement shall be sent by: 14.2.1 Personal service upon the Project Administrators; or 14.2.2 Certified mail to the physical address of the parties, or by electronic transmission to the e-mail addresses designated for the parties below. 14.3 The Project Administrator for the purpose of this Agreement shall be: 14.3.1 For the City: Personal Services Agreement — JAYRAY Place Branding Angela Pashon, or his/her designee 525 N Yd Ave Pasco, WA 99301 509-545-3458 pashonaL�i',pasco-wa.gov (e-mail address) Page 8 of 10 14.3.2 For the Consultant: Bridget Baeth, or his/her designee 535 Dock Street, Ste. 205 Tacoma, WA 98402 253-722-2690 bbaethraJayray.com (e-mail address) 15. Distmte Resolution. 15.1 This Agreement has been and shall be construed as having been made and entered into and delivered within the State of Washington and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington. 15.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the Project Administrators, or their designees, shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other similar event or other provision of this Agreement. 17. Integration. This Agreement between the parties consists in its entirety of this document and any exhibits, schedules or attachments. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 18. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. CITY OF PA$CO. WASHINGTON i Adam Lincoln, City ATTEST: CONSULTANT !�gga4 � Bridget Baeth, JayRay Personal Services Agreement — JAYRAY Place Branding Page 9 of 10 Debra C. Barham, City Clerk APPROVED AS TO FORM: Kerr Fergus 'LC, City Attorney Personal Services Agreement — JAYRAY Place Branding Page 10 of 10 �jch'�bii- f1 JAYRAY A PLACE TO THINK Branding I Advertising I Strategic Communications 535 Dock Street, Suite 205 Tacoma, WA 98402 CITY OF PASCO PLACE BRAND SCOPE OF WORK 4/26/23 OVERVIEW This effort will utilize extensive research and community engagement to develop a comprehensive place brand update that is deeply unique to Pasco and resonates with its diverse community. This new brand will represent the city's unique attributes and strengths while being aspirational and encompassing future projects. The brand will be transferrable across all City departments, economic development and marketing efforts with integration opportunities for other local organizations. PHASE 1: DISCOVERY & RESEARCH Conduct a one -day familiarization trip of Pasco with up to 3 JayRayers. City to help plan itinerary suggestions. No cost. Brand Leadership Team kickoff meeting (virtual, 1 hr.) to share role of Brand Team, commit to project goals, define consensus and understand approval process, determine research participants, set meeting schedule and review workplan. Collect background materials and define success forthis project. Review available background and brand materials including original survey. Examine up to three cities (client recommended or Internet search) for a comparable brand analysis. Provide overview of brand findings and marketing strategies. Quantitative research. TBD based on prior research questions and audience participation). Develop, implement and compile online brand survey via SurveyMonkey tool for 3 key stakeholder groups (i.e., City/Partners; Residents; Visitors). Includes up to 500 responses. Qualitative research. Lead 2 (virtual, 1 hr.) focus groups with key stakeholders (i.e. business partners; residents) with up to 12 participants each. Uncover brand positioning and promise. Explore survey themes. Includes moderator's guide and summary report. Phone interviews. Interview external stakeholders (8, 20-min. phone calls) who have an impact on economic development (i.e., commercial real estate; developers; prospective businesses). Includes interview guide and summary report. Provide a detailed report combining all research and findings from phase 1. Share report with Brand Leadership Team (virtual, hr.). Phase 1 project coordination and management. Includes 30 min. virtual check -in meetings (monthly), schedule and scope of work updates and general communication with City staff. su btotal $19,420 PHASE 2: BRAND SYSTEM & IMPLEMENTATION Leverage qualitative and quantitative research to develop the brand 3Ps (position, promise, personality), along with mood boards. Meet with City to review (virtual, 1 hr.) and refine based on feedback. Brand Leadership Team workshop (virtual, 1 hr.). Test brand 3Ps. Facilitate brand messaging exercises. Summarize workshop. Finalize brand 3Ps and key messages for up to four stakeholder audiences. Review with City and Brand Leadership Team via email. Draft tag line (up to 4 options) based on brand research and workshop findings. Meet with City to review (virtual, 30 min.). Refine top two options based on feedback and share via email to select one final tagline. Share brand foundation (3Ps, messaging and tagline) with community groups (up to 2 virtual meetings) to ensure an inclusive process. This could be reporting back to focus group participants to test brand meaning. TBD/agreed upon with City. Develop voice/tone to maintain brand consistency while being flexible based on audience and needs. Recommend fonts and colors to pair with the existing logo; provide creative concepts (up to 3) for place brand elements (i.e., patterns/icons/badges for different audiences) to extend visual identity; craft the brand story weaving in the 3Ps and messaging into an official brand guide to be implemented across the website and marketing materials. Guide includes brand tips for social media, website and marketing materials. Meet with Brand Leadership Team to review (virtual, 1 hr.). Refine based on feedback. Phase 2 project coordination and management. Includes 30 min. virtual check -in meetings (monthly), schedule and scope of work updates and general communication with City staff. subtotal $20,305 PHASE 3: STRATEGIC PLANNING Determine strategic objectives to better inform the City of Pasco on implementation, management and ongoing promotion of the brand across City departments. Provide summary via email. Provide recommendations on ways to articulate the brand. Define markets and promotional avenues. Advise on strategies to better promote and create brand awareness locally, statewide and nationally. Identify measures to determine if the branding effort is successful. Provide plan via email. Refine based on feedback. Develop an economic development marketing plan (up to 10 pages), including specific strategies to entice private investment, attract/retain new businesses and support key businesses. Plan includes audience, goals, strategies, tactics, roles and suggested measurements. Meet with City to review (virtual, 1 hr.). Refine based on feedback. Present the place brand and development process to the City Manager and City Council upon completion (in -person) for approval. Phase 3 project coordination and management. Includes 30 min. virtual check -in meetings (monthly), schedule and scope of work updates and general communication with City staff. subtotal $12,540 project subtotal $52,265 project contingency of 10% $5,227 travel mileage allowance (two round-trip visits, IRS standard mileage rate) $600 TOTAL $58,092 Phases include up to two rounds of revision per deliverable. OPTIONAL ADD ONS Ongoing services: The City can choose to add an additional 20, 40 or 60 hours of support. Consider using to develop a brand launch plan, branded templates, website audit and homepage redesign, branded photo shoot, brand training with City departments, etc. We can also provide a blended rate of $200/hour for on -call support. 20 hours of support $4,000 40 hours of support $8,000 60 hours of support $12,000 Survey in one additional language of your choosing $3,640 Additional focus group (virtual) held in another language of your choosing $2,860 APPROVAL I give JayRay my approval, subject to JayRay's Standard Terms and Conditions. Signed Date JAYRAY A PLACE TO THINK Branding i Advertising Strategic Communications STANDARD TERMS AND CONDITIONS Confidentiality The agency will keep confidential information that has not been made public and is designated as confidential by the client. Project Budgets The client and agency will agree on a budget for each project. Budgets will be based on a defined level of effort and expense. Acceptance of the budget by the client confirms that JayRay has been contracted by the client for the project as described. Project Changes Changes in project requirements, specifications or schedule may require a change in budget. JayRay will provide to the client a budget that reflects the changed level of effort and expense. Project Approvals JayRay will provide the client with proofs to assure accuracy of materials created on its behalf. JayRay will exercise reasonable care to avoid errors. The client retains final responsibility for the decision to print, produce or disseminate materials. Postponement or Cancellation If the project is cancelled or postponed prior to completion, the client agrees to pay JayRay for any time incurred and expenses incurred or committed to (including markup) before the date of cancellation. Ownership The client owns all original artwork created by JayRay on its behalf, upon payment in full of the project invoice. JayRay's subcontractors, vendors and suppliers (such as photographers, stock photo houses and font libraries) retain ownership and possession of all original work they have created unless otherwise negotiated. Materials owned by the client and archived by JayRay may be destroyed after three years. JayRay retains the right to use work created for the client for its own self - promotion purposes. JayRay retains ownership of all concepts not selected for production by the client. Markups and Commissions The agency will add a 20 percent markup to all out-of-pocket costs such as printing, photography, web hosting, web plug -ins, broadcast production and research, incurred on behalf of the client. The agency will retain all commissions granted to recognized agencies and will mark up non-com missionable media billed through the agency equivalent to the standard 15 percent agency commission. Miscellaneous Charges Expenses such as photocopying, facsimile, postage, delivery, telephone and travel will not be marked up. They will be billed as estimated or billed at cost. 535 Dock Street I Suite 205 JayRay.com (253) 627-9128 Tacoma, WA 98402 Terms JayRay will invoice the client monthly electronically via email for work done in the previous calendar month, unless other arrangements are mutually agreed upon. The client agrees to pay agency invoices within 30 days of receipt unless otherwise agreed. A service charge of 1-1/2 percent per month will be added to all past due invoices. All work will be discontinued and media schedules cancelled when payment is 45 days in arrears. Jurisdiction This agreement is governed by the laws of the State of Washington, and the client consents to the jurisdiction of the courts of Pierce County for any legal action related to this agreement. The client also agrees to pay all reasonable collection expenses, attorney fees, and court costs arising out of such disputes, whether or not a lawsuit is filed or served. Client/Agenc gre ment Effective QV")'3 JayRay Ads & PR, Inc., is authorized by GZ Y10 act as an advertising/public relations agent on our behalf. This agree ent authorizes JayRay Ads & PR to develop and purchase printed materials, photography, media advertising, and other goods and services as necessary to carry out authorized and approved advertising/public relations programs on our behalf. When making approved purchases on our behalf, JayRay is acting only as our agent, and liability for payment for these goods and/or services remains ours. The agency will pay all vendors and media within 14 days of receipt of payment from the client. Send invoices to Name: Laurel McQuade & April Culwell Email address: mcquadel@pasco-wa.gov & culwella@pasco-wa.gov Phone number:509-545-3496 Revised January 2022 2