CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this "Agreement") is made as of August 15, 2015 (the "Effective Date") between Tennessee State Museum Foundation, Inc., a Tennessee not-for-profit corporation (the "Client") and Stones River Group, LLC, a Tennessee limited liability company (the "Consultant") (each referred to as a "Party" and collectively, the "Parties"). RECITALS WHEREAS, the Client desires to hire the Consultant to perform the services to assist in the delivery of a new state museum outlined in this Agreement and the attachments hereto and the Consultant desires to perform such services, subject to the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Services. The Consultant agrees to provide to the Client the services as outlined in Exhibit A attached hereto (the "Services"). Any additional services provided by the Consultant beyond what is outlined in Exhibit A will be considered outside the scope of the Services and will be subject to additional compensation. The Parties will mutually agree in writing to any additional compensation beyond the Retainer Fee as defined below. Furthermore the Consultant represents to the Client that it shall not "Lobby" nor serve as a "Lobbyist" or "Lobbying Firm" as defined in Tennessee Code Annotated § 3-6-301, and the Client acknowledges that nothing contained in this Agreement or Exhibit A attached hereto shall obligate the Consultant to act as a "Lobbyist" or "Lobby" for the Client. 2. Compensation. As consideration for Consultant's performance of the Services, the Client agrees to pay to the Consultant a monthly retainer in the amount of $10,000 per month (the "Retainer Fee") beginning on the Effective Date. The Retainer Fee is due and payable on the 15th of each month for the duration of the Agreement. The Consultant shall invoice the Client for the Retainer Fee. Notwithstanding the foregoing, the Client agrees to pro-rate the first month of the engagement and pay the Consultant $5,000 for the period beginning on the Effective Date through August 31, 2015. 3. Expenses. In addition to the compensation described in Section 2, the Client shall reimburse the Consultant for actual reasonable out-of-pocket expenses, including but not limited to, postage, shipping, telecommunications, mileage, meals, entertainment, and travel (the "Expenses") incurred by the Consultant in connection with the performance of the Services. The Consultant shall itemize and invoice the Client monthly for the Expenses. Any Expense that is reasonably expected to exceed $500.00 shall first be submitted to the Client for 1
pre-approval prior to being incurred by the Consultant. The Expenses shall be paid to the Consultant promptly after receipt of the required documentation from the Consultant. 4. Subcontracting. Consultant may, with the prior approval of the Client, retain third party contractors, subcontractors or independent contractors to assist Consultant in its performance of the Services. 5. Term. This Agreement shall be effective beginning as of the Effective Date and shall continue until terminated by mutual agreement of the Parties, or by either Party, with or without cause, by providing the other Party with written notice of termination at least thirty (30) days prior to the termination date specified in the written notice. If either Party materially breaches any provision of this Agreement, the other Party may terminate this Agreement immediately upon written notice to the breaching Party. 6. Independent Contractor. The Client and the Consultant hereby acknowledge and agree that the Consultant is an independent contractor. The Consultant shall have no authority to create, bind or assume any obligation on behalf of the Client or hold itself out as having such authority without the prior written consent of the Client. Nothing herein shall be deemed or construed to create a joint venture, partnership, agency or employment relationship between the Consultant and the Client for any purpose including but not limited to taxes or employee benefits. Notwithstanding the foregoing, during the performance of the Services hereunder the Consultant may identify itself to third parties as a consultant of the Client. 7. Confidentiality. All proprietary information, including but not limited to financial plans, analyses and forecasts, data and projections, policy information and any and all other proprietary records, information and materials ("Confidential Information") belonging either to the Client or the Consultant and henceforth provided to the Consultant by the Client or to the Client by Consultant, is and will remain the property of the providing Party. Each Party shall not disclose or disseminate the Confidential Information belonging to the other Party to any other person or entity without the express written consent of the non-disclosing Party. Notwithstanding the foregoing, either Party may disclose certain Confidential Information to their respective employees or agents who need to know such information in order to perform the Services and obligations contemplated in this Agreement, provided however, that those employees or agents are expressly made aware that the information is confidential and agree not to disclose the information. Each Party shall treat the Confidential Information with the same degree of care as it treats its own proprietary information, but in no event less than a reasonable degree of care. The Consultant and the Client agree to destroy all reciprocal Confidential Information upon termination of this Agreement, unless given written approval otherwise. Notwithstanding the foregoing, the Client and/or the Consultant may retain any information described herein for the purposes of complying with regulations regarding maintenance of records. If either Party is notified by a governmental authority or by order of a court of 2
competent jurisdiction that it is required to disclose any Confidential Information, it shall promptly provide written notice thereof to the other Party in order to permit that Party an opportunity to seek an injunction against such disclosure or seek any other applicable legal remedy to block disclosure. Confidential Information shall not include any information which: at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure directly or indirectly by recipient in violation of this Agreement); (ii) was available to recipient on a non-confidential basis from a source other than the one of the Parties hereto, provided that, to the knowledge of the recipient, such source is not and was not under an obligation to keep the information confidential; (iii) information that was in recipient's possession prior to the date of disclosure of the Confidential Information in question; or has been independently acquired or developed by recipient without violating (iv) any obligations under this Agreement.
8. Indemnification. The Client and Consultant shall indemnify, defend and hold harmless each other and their respective subsidiaries, affiliates, owners, members, officers, directors, managers, agents, representatives, employees, successors and assigns from and against any and all claims, demands, losses, expenses, fines, penalties, judgments, awards, costs, obligations, damages and liabilities, including without limitation interest, fines, penalties and reasonable attorneys' fees (collectively, "Liabilities"), including without limitation Liabilities based upon breach of contract, breach of warranty, personal injury, property damage, strict liability, negligence or otherwise, arising out of or relating in any way to: (1) the acts or omissions of the other Party, their subsidiaries, affiliates, owners, members, officers, directors, managers, agents, representatives or employees; or (ii) any failure on the part of the other Party to comply with this Agreement. 9.
Govemina Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. Venue for any action arising under this Agreement shall be in the state or federal courts located in Davidson County, Tennessee. It is agreed that all claims, disputes, or other matters in question arising out of or related to this Agreement shall be submitted to nonbinding mediation before any legal proceedings is commenced. The parties shall equally bear the fees and expenses charged by the mediator. Nothing in this section shall extend, waive, alter or amend any applicable statute of limitations or statute of repose.
Severabilitv and Survivability. Should any of part of this Agreement be declared invalid, void or unenforceable, all remaining parts, terms or provisions hereof shall remain in full force and effect and shall in no way become invalidated, impaired or affected thereby. The terms and conditions of Section 7 of this Agreement regarding confidentiality and any other terms and conditions which survive pursuant to applicable law shall survive the termination or expiration of
this Agreement. 11.Notices. All notices, requests, approvals and waivers hereunder shall be in writing and shall be effective only: (i) when sent by certified mail, (ii) when sent by next day delivery by nationally recognized package delivery service, or (iii) if given by personal delivery. Notices, including notice of a change of address, shall be delivered to the addresses set for below, or to an address that a Party may otherwise designate in the manner prescribed herein: As to the Client: Tennessee State Museum Foundation, Inc. 505 Deaderick Street, Level B Nashville, Tennessee 37243 Attn: Ron Beaver As to the Consultant: Stones River Group, LLC 813 Foxboro Court Brentwood, TN 37027 12.Entire Agreement. This Agreement constitutes the entire agreement and final understanding of the Parties with respect to the subject matter hereof and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the Parties, whether written or verbal, express or implied, relating in any way to the subject matter hereof. This Agreement may not be altered, amended, modified or otherwise changed in any way except by a written agreement, signed by both Parties. 13.Waiver, Neither failure nor delay on the part of either party to exercise the right, remedy, power, or privilege under this Agreement shall operate as a waiver. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 14.Assignment. Consultant shall not assign its rights and obligations hereunder without Client's prior consent. Client may assign its rights and obligations hereunder without Consultant's prior consent to a parent or affiliate of Client, provided such successor or assign assumes all of Client's rights and obligations under this Agreement and the Acquisition Agreement; provided Client remains bound hereby.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CLIEN • Tennessee State Museum Foundation, Inc. By: Name: Robert P. Thomas Title: Chairman
CONSULTANT: Stones River Group, LLC By: Name: Mark Cate Title: President
Exhibit A The Consultant agrees to provide to the Client the following services as outlined in this Exhibit A (the "Services"). The Consultant will act as project coordinator and provide the following services: • Oversee the comprehensive project schedule and manage toward the targeted completion date of the fall of 2018. Serve as the primary liaison between all major stakeholders — Governor, Museum • Commission, Museum Foundation, New Museum Steering Committee, Project Manager, Fundraising Team, Donors, etc. • Plan and coordinate with state officials all meetings of the Steering Committee. • Plan and coordinate information/update meetings with the board of the Museum Commission and the Museum Foundation. • Send monthly progress reports to all major stakeholders. • Work with the fundraising team to create a strategic fundraising plan and assist with fundraising efforts. • Oversee and coordinate all materials needed to market and promote the new museum project. • Coordinate all privately funded staff and monitor the expense budget.