MASTER PROFESSIONAL SERVICES AGREEMENT

MASTER PROFESSIONAL SERVICES AGREEMENT

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is effective as of January 6, 2022 (the “Effective Date”), by and between Public Broadcasting Service, a District of Columbia non-profit corporation with offices at 1225 S. Clark Street, Arlington, Virginia 22202 (“PBS”), and SYNERGY CONSULTING, LLC, a Maryland liability company with a place of business located at P.O. Box 451, La Plata, Maryland, 20646, (“Service Provider”).

RECITALS

WHEREAS, PBS desires to utilize and avail itself for the training and experience of Service Provider, as an independent contractor, for management consulting services as more fully set forth herein; and

WHEREAS Service Provider intends to provide its services to PBS in such manner and for such purposes, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, including those outlined in any Exhibits attached hereto, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1 – TERM AND SCOPE OF AGREEMENT

1. Term.  The term of this Agreement shall begin on the Effective Date (06/01/2022) and will continue through and including December 31, 2022, unless earlier terminated or any renewal term, subject to the terms of this Agreement.
   1. Scope.  During the Term of this Agreement, the Service Provider shall render the services, including if applicable, the provision of any tangible deliverable(s) (the “Deliverable(s)”) (collectively, “Services”) set forth on the Statement of Work (“SOW”) in the form attached hereto as Exhibit A, which upon completion and execution is hereby incorporated by reference.  The first such SOW is attached hereto as A-1.  Each SOW will describe the Services as well as any applicable Acceptance Test Plan and Technical Specifications for each of the Services and Deliverables (“Acceptance Criteria”).  All Services will be provided in accordance with the terms and conditions of this Agreement.  PBS may request, and the Service Provider may agree to provide additional Services under the terms of this Agreement, such Services to be set forth in additional Statements of Work to be labeled consecutively as Exhibits A-2, A-3, etc. as applicable, and to be incorporated in this Agreement upon execution by PBS and Service Provider. In the event multiple Statements of Work are attached to this Agreement as provided herein, such Statements of Work shall be mutually exclusive of each other and shall each set forth specified Services, Deliverables, and Payments to be rendered under the terms of this Agreement.
   1. Timely Delivery. All such Services shall be performed in a timely manner and accordance with the schedule set forth in the Statement of Work. Suppose the Service Provider has knowledge that anything prevents or threatens to prevent the timely performance of the Services. In that case, the Service Provider shall immediately notify PBS thereof and include all relevant information concerning the delay or potential delay. This notification shall not affect the Service Provider’s obligation to deliver all Services in a timely manner.
   1. Delivery and Acceptance.  The Service Provider will perform the Services and/or provide the Deliverables as outlined in the applicable SOW (“Delivery”).  Upon Delivery, PBS may perform such tests as it sees fit to determine whether the Services and/or Deliverables conform to the Acceptance Criteria as described in the applicable SOW.  The Services will be considered accepted (a) when PBS provides the Service Provider with a written notice of acceptance, or (b) thirty (30) days after Delivery, if PBS has not first provided Service Provider with a written notice of rejection (collectively, “Acceptance”).
   1. Change Orders and Stop Work Orders.  PBS may, at any time during the progress of the work, require additions, deductions, or deviations (all hereinafter referred to as a “Change”) from the Services via a written Notice (“Change Order”).  The Service Provider shall not be entitled to any compensation for Services done pursuant to or in contemplation of a Change unless made pursuant to a written Change Order issued by PBS. Further, PBS may at any time, and by written notice to Service Provider, stop the further performance of all or any portion of a SOW by Service Provider (“Stop Work Order”). Upon receiving a Stop Work Order, the Service Provider shall promptly cease further performance of the SOW to the extent specified. The service provider shall be compensated for the work and services already done.
   1. PBS Contact.  In performing the Services and fulfilling the terms and conditions of this Agreement, the Service Provider’s contact at PBS is Crystal D. Chavis, Senior Director, Learning & Development, Human Resources (“PBS Contact”), or such other person or persons designated by her as the PBS Contact.

Section 2 – payment

• Fees.  In full compensation for the Services to be provided to PBS by the Service Provider, PBS shall pay the Service Provider, subject to the terms of this Agreement: (a) the fixed fees or (b) the applicable rates as set forth in the applicable SOW.
  • Expenses.  Except as otherwise set forth in an applicable SOW, PBS will not reimburse the Service Provider for any costs and or other expenses incurred by Service Provider in the performance of the Services hereunder.  The consideration set forth in subsection 2.1 above represents full payment for completion of the Services contemplated hereunder.
  • Invoicing.  Unless otherwise agreed to on the applicable SOW, the Service Provider shall render invoices for the Services to PBS after Delivery and Acceptance of the Services and, in the event a fixed fee invoicing schedule is provided for in the applicable SOW, in accordance with such schedule.  All invoices shall provide a detailed itemization of charges contained therein.
  • Payment.  Invoices shall be due and payable net thirty (30) days from PBS’s receipt of invoice, provided, however, PBS’s payment obligation is subject to PBS’s Acceptance of the Services in accordance with the terms of the Agreement.  In the event the Service Provider owes money to or is otherwise obligated to PBS when the invoice is issued, PBS may offset such invoices or the sums due, making payment to Service Provider only for such balance due.
  • Taxes/Assessments.  The Service Provider shall be responsible for payment of any taxes and/or assessments owing due to the payment of compensation to, or the performance of the Services by, the Service Provider pursuant to this Agreement, including, without limitation, any estimated taxes, state unemployment insurance taxes, federal and state income taxes, federal social security payments, and state disability insurance taxes.  The Service Provider shall provide PBS with proof of such payments upon demand.  The parties acknowledge that PBS is a nonprofit entity entitled to exemptions from income and local sales and use taxes in many, if not all, jurisdictions.  The Service Provider agrees that it shall not pay any such taxes that may otherwise be applicable to any purchase made or service provided hereunder without first giving PBS notice of its liability for such tax and a reasonable opportunity to contest the applicability of such tax.
  • Limit of Expenditure.  For fees not fixed in the SOW, expenditures for all Services provided under this Agreement shall not exceed the limit set forth in each applicable SOW unless otherwise expressly approved in writing by PBS.  Subject to the Limit of Expenditure, the total amount payable by PBS for the specific Services identified in each applicable SOW shall be determined by applying the stated rate of compensation outlined in the SOW, if any, to the Services actually performed or Services provided by the Service Provider.  The Service Provider shall not render Services, and PBS shall not be required to pay for Services in excess of the amount stipulated in the SOW unless the Service Provider has first secured an amendment to the applicable SOW signed by an authorized representative of PBS authorizing the increased expenditure.

Section 3 – Independent Contractor/Subcontractors

• Independent Contractor Status.  The relationship of the Service Provider, and the Service Provider’s professionals, employees, representatives, subcontractors, and other agents (“Service Provider Personnel”), if any, to PBS shall be that of an independent contractor during the Term of this Agreement and shall not be deemed to create a partnership or joint venture by or between PBS and the Service Provider.  Nothing in this Agreement is intended or shall be construed to create an employment relationship between the Service Provider or the Service Provider Personnel and PBS, and neither the Service Provider nor the Service Provider Personnel shall be entitled to any PBS benefits, including, without limitation, life insurance, death benefits, accident or health insurance, qualified pension or retirement plans, or other employee benefits.  The Service Provider shall have the sole control of the manner and means of performing the Services.  PBS shall not be liable for any act or omission of the Service Provider or of the Service Provider Personnel.
  • Use of Subcontractors. The Service Provider shall not subcontract any part of the performance of Services required under this Agreement without the express advance written consent of PBS (which shall not be unreasonably withheld).  Suppose the Service Provider subcontracts in violation of this provision. In that case, such subcontracts are void, and PBS may, at its option, terminate this Agreement and shall thereupon be relieved from all liability hereunder to the Service Provider or its purported subcontractor.
  • Payroll Taxes.  The Service Provider shall be responsible for the payment of all payroll taxes or contributions for the Service Provider and the Service Provider Personnel performing Services hereunder, and hereby indemnifies and agrees to hold PBS harmless from and against any loss, cost, or expense incurred by PBS due to the Service Provider’s failure to withhold any such taxes or to make such contributions in respect of any fee PBS pays to the Service Provider.
  • No Agency.  The Service Provider at no time shall hold itself out as an agent, subsidiary, or affiliate of PBS for any purpose, including reporting to any governmental authority and shall have no authority to bind PBS to any obligation.

Section 4 – Confidentiality and ownership

• Confidentiality.

(a) Confidential Information.  The Service Provider and PBS acknowledge that in the course of performance of this Agreement, they may be given access to or come into possession of information that contains trade secrets, proprietary information or data, or other confidential information, including any idea, program, technical, business, competitive, customer or other similar information, provided by PBS to the Service Provider and vice versa in any form or medium, tangible or intangible, that PBS and the Service Provider consider confidential (“Confidential Information”). Confidential Information also includes, without limitation, information, materials, products or deliverables developed, and documents or other materials created by Service Provider during the course of performance of the Services.  Confidential Information shall not include, or shall cease to include, as applicable, information or materials that (i) were generally known to the public on the Effective Date; (ii) become generally known to the public after the Effective Date, other than as a result of the act or omission of the receiving party; (iii) were rightfully known to the receiving party prior to its receipt thereof from the disclosing party; (iv) are or were disclosed by the disclosing party generally without restriction on disclosure; (v) the receiving party lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (vi) are independently developed by the receiving party.

(b) Restrictions on Use.  All Confidential Information disclosed hereunder must be held in confidence and is subject to the restrictions set forth herein for a period of five (5) years from the date of disclosure of such Confidential Information (the “Confidentiality Period”).  During the Confidentiality Period, Service Provider shall not (i) disclose any Confidential Information to any third party; (ii) make any use of Confidential Information except to perform or provide the Services set forth above; or (iii) make Confidential Information available to any of its employees or consultants, including any subcontractors, except those that have agreed, in writing, not to disclose such Confidential Information and have a “need to know” in order to perform or provide the Services set forth in the applicable SOW. The receiving party shall be held to the same standard of care as it applies to its own information and materials of a similar nature, but no less than reasonable care.

(c) Return of Information.  Upon request of PBS or upon the termination of this Agreement, the Service Provider agrees to promptly destroy or return to PBS at PBS’s request and direction all Confidential Information, and all copies thereof, held by the Service Provider.

• Ownership.
• Title to Deliverables.  The Service Provider acknowledges that (a) PBS shall have sole ownership and title to all rights and legal interest in and to all Deliverables, reports, business plans, financial projections, data, information, documents, drawings, designs, analyses, graphs, reports, products, tooling, physical property, methods, processes, formulae, techniques, computer programs materials, works, inventions, proprietary rights, or proprietary materials, including, without limitation, prior drafts fixed in any medium (collectively, the “Proprietary Materials”) that are conceived, created, reduced to practice, and/or produced pursuant to this Agreement by the Service Provider, the Service Provider Personnel, or any other person associated with or hired by the Service Provider and (b) such Proprietary Materials shall be “works made for hire” of PBS under the United States copyright laws or any similar laws of the applicable jurisdiction, to the extent permitted by law.  
• Assignment of Rights.  The Service Provider agrees to make full disclosure to PBS of all Proprietary Materials and, to the extent that PBS may so request, the Service Provider agrees to execute and deliver to PBS such assignments or other written instruments, in forms satisfactory to PBS, as may be necessary to vest entire right and title to such items in PBS.  The Service Provider also agrees to do or perform, with PBS bearing all legal and out-of-pocket expenses, all lawful acts deemed by PBS to be necessary for the preparation and prosecution of applications for and the procurement, issuance, maintenance, enforcement, and defense of patents and/or copyrights, throughout the world, based on the Proprietary Materials.  This clause shall survive the expiration or termination of the Agreement.
• Pre-Existing Elements.  If any Proprietary Materials contain any data, models, tools or frameworks owned, used, or developed by the Service Provider prior to or independently from the Service Provider’s engagement hereunder (the “Pre-Existing Elements”), the Service Provider hereby grants to PBS a royalty-free, perpetual, worldwide, non-exclusive right in and license to use any such Pre-Existing Elements.  The Service Provider shall cooperate and obligate all Service Provider Personnel to cooperate in executing and delivering any written, executed assignments or other applications and/or documents necessary to give effect to the rights granted to PBS hereunder.  

Section 5 – WARRANTY

• Performance Warranty.  For a period of twelve (12) months following completion of the Services, the Service Provider warrants that the duties and responsibilities under this Agreement were performed to the best of its ability, in a diligent, timely, professional, and workmanlike manner, in accordance with (a) performance of the highest professional standards generally prevailing in the industry and (b) with all specifications, drawings, instructions and or documentation as agreed upon by the Parties in the applicable SOW.  The Service Provider also agrees to follow all PBS policies when performing the Services.
  • General Warranties.  In addition to any other representations and warranties made in this Agreement, the Service Provider represents and warrants that:
• it has the full power, legal capacity, and authority to enter into this Agreement and to carry out its terms;
• it has all the rights necessary to grant the rights to PBS in this Agreement;
• all content, text, tools, materials, software code, information, data, technology, music, sound, video, graphics, animation, and still photography developed by or provided by Service Provider will be furnished to PBS free and clear of any claims, demands, liens and encumbrances which might interfere with any use as contemplated herein and any exercise of such rights by PBS will not require any compensation or payment by PBS to any third party;
• all statements asserted in the Deliverables as fact are based on careful investigation and research for accuracy;
• any software code used to develop the Deliverables or incorporated in the Deliverables shall not contain any viruses, worms, Trojan horses, drop-dead devices, or time bombs; and
• the Deliverables shall not include any material that is injurious to any person or entity or which is scandalous, libelous, obscene, an invasion of privacy, or otherwise unlawful.
  • Warranty Remedy.   For Services performed not meeting this warranty, the Service Provider shall, at PBS’s option, and in addition to all other rights and remedies that PBS may have at law or equity or otherwise, re-perform such Services to PBS’s satisfaction or refund all fees paid to the Service Provider for such non-conforming Services.

Section 6 – INDEMNITY

• Infringement Indemnity.  The Service Provider shall indemnify, defend and hold harmless PBS and its officers, directors, employees, agents, and member stations from and against any and all losses, damages, claims, demands, debts, liabilities, fines, penalties, and expenses (including costs and reasonable attorneys’ fees) arising from or in connection with any claim that PBS use of any the Services infringes any patent, copyright, trademark, or any other intellectual property right, private right or proprietary right of a third party, or constitutes misuse or misappropriation of a trade secret of a third party (“Infringement Claim”).  PBS shall notify the Service Provider in writing of any action brought against PBS based on an Infringement Claim.  As requested by PBS, the Service Provider will defend or settle any demand, suit or action, based on an Infringement Claim at the Service Provider’s sole expense, and PBS shall have the right to approve the terms of any settlement or compromise that restricts its rights granted under this Agreement or subjects it to any ongoing obligations. In the event that a final injunction is obtained against PBS prohibiting the use of any Proprietary Materials by reason of an infringement, the Service Provider may, at its option and expense, within sixty 60 days either (i) procure for PBS the right to continue to use the Proprietary Materials that are infringing, or (ii) replace or modify the Proprietary Materials to make the use non-infringing while being capable of performing the same function.  If neither option is reasonably available to the Service Provider, then PBS, at PBS’s option, may terminate this Agreement and the Service Provider shall refund to PBS any amount paid by PBS pursuant to this Agreement, plus any loss or damages incurred by PBS, including costs and attorneys’ fees.  Such termination and/or refund shall not affect the Service Provider’s obligations under this Section 6.
  • General Indemnity.  The Service Provider shall indemnify, defend and hold harmless PBS and its officers, directors, employees, agents, and member stations from and against any and all losses, damages, claims, demands, debts, liabilities, fines, penalties, and expenses (including costs and reasonable attorneys’ fees) arising from or in connection with:  (a) the performance of or failure to perform any of the terms, representations and warranties, conditions or covenants, including the Services, set forth herein; (b)  any act or omission of the Service Provider or any persons furnished by the Service Provider; (c)  injuries or death to persons or damage to property, including theft, in any way arising out of or caused or alleged by to have been caused by the Services performed or provided by the Service Provider or any persons furnished by the Service Provider; or (d) assertions under Workers’ Compensation or similar acts made by persons furnished by the Service Provider. PBS shall indemnify, defend and hold harmless the Service Provider, its personnel, employees, and agents against any and all losses, damages, claim, demands, debts, liabilities, fines, penalties, and expenses arising from or in connection with (a) the performance or failure to perform any term under this Agreement (b) any act or omission by PBS or its staff (c)any injury or death to persons or damage to property caused directly or indirectly by PBS or its staff.

Section 7 – Termination and Orderly Transition

• Termination for Convenience.  Notwithstanding any other provision hereof, PBS shall have the right to terminate this Agreement or any SOW at any time and for any reason, in whole or in part, by providing the Service Provider a written notice of thirty (30) days termination.  In such event, PBS will pay the Service Provider for Services performed, accepted and delivered, through the date of such termination. Such payment shall constitute a full and complete release and discharge of PBS’s obligations.  In no event shall PBS’s liability exceed the fees for the services being terminated.
  • Termination for Breach.  If the Service Provider shall be in breach or default of any of the provisions of this Agreement and the breach or default shall continue for a period of ten (10) days after PBS gives written notice to the Service Provider, then in addition to all other rights and remedies that PBS may have at law or equity or otherwise, PBS shall have the right to cancel this Agreement without any charge to, or obligation or liability of, PBS.
  • Insolvency/Bankruptcy.  Either party may terminate this Agreement by written notice to the other, and regard the other party as in default of this Agreement, in the event of the other party’s insolvency or inability to pay debts as they become due, voluntary or involuntary bankruptcy proceedings by or against a party thereto, appointment or involuntary bankruptcy proceedings by or against a party thereto, the appointment of a receiver or assignee for the benefit of creditors, or in the event of an insolvency or receivership after a bankruptcy proceeding is closed. In the event of a bankruptcy proceeding by or against a party, prior to the other party’s termination of the agreement due to such bankruptcy proceeding, the party involved in the bankruptcy proceeding must assume or reject this Agreement within 60 days after the order for relief, or within a timeframe specified by the Court. If this agreement is not assumed within such timeframe, this Agreement is deemed rejected, and the other party may terminate this Agreement by written notice. In the event that any of the abovementioned occurs to one party, such party shall immediately notify the other party of such occurrence.
  • Orderly Transition of Services.  In the event of expiration or termination of this Agreement, in whole or in part, where all or some portion of the Services will be performed by PBS itself or elsewhere, the Service Provider agrees to provide its full cooperation in the orderly transition of the Services, including but not limited to, provision of reports, files and similar media necessary for the continuation of the Services transferred, a continuation of Services at reducing levels if necessary during a transition period and at reduced levels if Services are transferred in part.  Compensation, if any, for reduced work will be mutually agreed upon by the Parties in writing.
  • Return of Information.  Upon termination, the Service Provider shall immediately deliver to PBS via certified mail or nationally recognized courier service all copies of the materials and any documents or other materials related to this Agreement in the possession of the Service Provider and Service Provider’s personnel.

Section 8 – General Terms

• Records.  The Service Provider agrees to maintain accurate records with regard to any and all expenses incurred, if applicable, pursuant to this Agreement, to retain such records, and to make the same available to PBS upon request for a period of one (1) year after termination of this Agreement.
  • Right of Entry.  Each party shall have the right to enter the premises of the other party during normal business hours with respect to the performance of this Agreement (i.e., audit, inspection or a quality review, etc.) subject to all rules and regulations, clearances, security regulations and procedures for such party’s premises as applicable.  Each party shall provide safe and proper facilities for such a purpose.  Neither party shall require (a) waivers or releases of any personal rights except as required for security purposes or (b) execution of documents that conflict with the terms of this Agreement from employees, representatives, or customers of the other in connection with visits to its premises.
  • Notices.  All notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: or to such other address as either party may from time to time specify in writing to the other party.
  • Survival.  The obligations of the parties under this Agreement that, by their nature, would continue beyond the termination, cancellation, or expiration of this Agreement shall survive termination, cancellation, or expiration of this Agreement.
  • Governing Law.  The laws of the Commonwealth of Virginia shall govern all matters arising out of or relating to this Agreement without giving effect to conflicts of law principles thereof.  The parties submit to the jurisdiction of the state and federal courts of the Commonwealth of Virginia for resolving any dispute arising out of or relating to this Agreement.
  • Compliance with Laws.  The Service Provider and all persons furnished by the Service Provider shall comply, at their own expense, with all applicable laws, ordinances, regulations, and codes, including the identification and procurement of required permits, certificates, licenses, insurance, approvals, and inspections, in the performance of this Agreement and shall indemnify, defend and hold harmless PBS and its officers, employees, and agents from and against any claims arising from the Service Provider’s failure to so comply.
  • Insurance.  The Service Provider agrees it shall carry (a) comprehensive general liability insurance with minimum limits of one million dollars (US$1,000,000) for each occurrence, (b) commercial excess liability insurance with minimum limits of two million dollars (US$2,000,000) for each occurrence or the Service Provider’s standard insurance limits, whichever is greater, (c) property damage insurance with minimum limits of one million dollars (US$1,000,000), (d) automobile liability insurance which includes all owned, leased, non-owned and hired automobiles with minimum combined single limits of $2,000,000, I network, data security and privacy insurance, with a minimum limit of one million dollars (US$1,000,000) per claim and one million dollars ($1,000,000) annual aggregate, protecting Service Provider and PBS from, at a minimum, (i) the theft, dissemination and/or unauthorized disclosure, access or use of Proprietary Information and personally identifiable information (as well as credit monitoring, notification expenses and other related costs associated with mitigating a data security or privacy breach) and (ii) the introduction of a computer virus into, or otherwise causing damage to, a computer, computer system, network or similar computer-related property and the data, software and programs used thereon, (f) workers compensation insurance at the statutory levels required by the states in which the Service Provider shall perform the Services including not less than one million dollars (US$1,000,000) employers’ liability insurance, and (g) Errors and Omissions liability insurance which is applicable to all of the uses made of the Services pursuant to the all of the rights granted to PBS in this Agreement insuring the Service Provider against the liabilities assumed hereunder (including, but not limited to, copyright infringement, defamation, invasion of privacy, unauthorized use of titles, ideas or characters), having limits of at least $1,000,000 per occurrence and $3,000,000 in the aggregate.  Each such policy, with the exception of workers compensation and property damage, shall name PBS, its officers, directors, employees, agents, and member stations as additional insureds.  The insurance which covers property damage shall name PBS as a loss payee.  The Service Provider further agrees to send a certificate of insurance evidencing the insurance requirements to PBS within ten (10) days of execution of this Agreement indicating that PBS is an additional insured and loss payee and confirming that such insurance meets the requirements set forth herein.  The Service Provider’s insurance policy will not be terminated or permitted to lapse without thirty (30) days prior written notice to PBS.  Stated insurance shall be written with a carrier, with a Best Guide Rating of A-VII or higher.
  • No Waiver.  Any waiver or alleged waiver of any breach or term of this Agreement shall not constitute a waiver of any other breach or term hereof.  
  • No Assignment.  The Service Provider may not assign any of the rights, interests, or obligations hereunder without the prior written consent of PBS.  The Service Provider shall be responsible to PBS for all work performed by any of the Service Provider’s subcontractor(s) at any tier.
  • Headings and Recitals.  The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.  The parties agree that the Recitals as set forth herein are incorporated herein by reference and made a part of this Agreement.
  • Publicity and Identification. The Service Provider shall not, without PBS’s prior written consent in each instance, engage in publicity related to this Agreement or make public use of any Identification in any circumstances related to this Agreement.  “Identification” means any semblance of the name, any trade name, trademark, service mark, insignia, symbol, logo, or any other designation or drawing of PBS or its affiliates or subsidiaries.  The Service Provider shall remove or obliterate any Identification prior to any use or disposition of any Services or Deliverables rejected or not purchased, licensed, or leased by PBS.  Further, the Service Provider shall not publish or use any Identification in any advertising, sales promotion, press releases, third party communications, or publicity matters without PBS’s prior written approval in each instance.
  • Severability.  If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such terms or provisions shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.
  • Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.  In the event that PBS executes the Agreement prior to the Service Provider, the Service Provider agrees that it shall execute this Agreement and return it to PBS within thirty (30) days of receipt of the Agreement executed by PBS or PBS shall have the option, in its sole discretion, to render the Agreement null and void.
  • Entire Agreement.  This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, supersedes all previous written or verbal agreements between the parties, including, but not limited to, all representations, warranties, statements, correspondence, purchase orders, and understandings previously made by the Service Provider or PBS with respect to the subject matter hereof, and may not be modified except by a written agreement signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

EXHIBIT A-1 to MASTER professional services agreement between PBS and SYNERGY CONSULTING, LLC dated JANUARY 4, 2022

STATEMENT OF WORK

The Service Provider agrees to perform the Services and provide the Services and Deliverables, as described herein, in accordance with the terms and conditions of the Agreement to which it is attached. This Statement of Work shall not be deemed an amendment to the Agreement but is a supplement thereto. In the event of any inconsistency between this Statement of Work and the Agreement, the Statement of Work shall prevail.

Services to be provided:

The Service Provider shall provide management consulting services as described below:

1. Executive Leadership Development Program – The Service Provider will design and deliver a comprehensive “Executive Leadership Development” program for thirty (30) participants (i.e., two (2) cohorts, each comprised of fifteen (15) PBS executives). The program will be designed for PBS’s executive leadership team (“PBS Executive Team”) and will include the five (5) learning objectives described below. The sessions will be virtual and in-person.

• Strategic Leadership 

• Develop a senior leadership success model for PBS executives (using PBS’ existing competency model, to be provided by PBS, which is a collection of competencies needed for effective job performance.);
• Understand strategic vs. tactical leadership; and
• Identify organizational barriers and opportunities within the PBS Executive Team

• Building and Leveraging Peer Alliances

• Build trust and establish credibility among the PBS Executive Team;
• Identify opportunities to effectively collaborate across the PBS Executive Team; and
• Promote diverse and inclusive perspectives from the PBS Executive Team

• Leadership Communication Strategies 

• Identify a preferred leadership communication style for PBS executives;

• Practice giving and receiving feedback constructively; and

• Develop a personal leadership communication strategy for PBS executives.

• Coaching and Developing 

• Identify factors that help to build trust in the PBS Executive Team;

• Develop strategies for resolving conflicts within the PBS Executive Team

• Understand how emotional intelligence impacts each PBS executive’s leadership style; and

• Develop strategies for coaching the PBS Executive Team.

• Leading through Change 

• Increase self-awareness of personal change readiness for each PBS executive;

• Identify the stages of change management; and

• Identify actions leaders should take at each stage of the change process to ensure an effective transition.

• Inclusive Leadership 

• Understand the behaviors that define inclusive leadership;

• Examine how implicit bias can impact leadership decisions; and

• Develop self-awareness of internal inclusive perspectives.

• Assessments:

     The following assessments will be included in the Executive Leadership Development Program

• DiSC ® – a personal assessment tool used to help improve teamwork, communication, and productivity in the workplace
• Inclusive Leadership – as described above in paragraph (vi)

• Methodologies and Activities 

      The Service Provider shall:

    Use collaborative and instructional learning tactics to help participants to:

• understand and develop competencies by applying leadership development theories and models provided by Service Provider; and
• promote self-awareness, skills development, and retention by using self-assessments, hands-on exercises, case study examinations, group projects, and out-of-class assignments provided by Service Provider.

• Course Content, Sessions, and Materials

        The Service Provider shall:

• Develop course content and conduct all educational sessions with the participants. Each of the learning objectives described above shall equal two and a half hours (2.5) of instruction time.
• Provide participant materials, including textbooks and;
• Attend all meetings related to the planning and execution of the Executive Leadership Development Program

Other: PBS shall construct and distribute all communication to participants for the duration of the Executive Leadership Program.

.

Vaccination Requirements: The Service Provider represents and warrants that it will not send any individual (including employees of subcontractors) to perform work in person with a PBS employee unless it has reviewed evidence proving that such individual is fully vaccinated (such as a copy of the individual’s CDC vaccination card).  For clarity, pursuant to the CDC definition, “fully vaccinated” means that at least two weeks have passed since an individual’s final COVID-19 vaccine injection.

Schedule:

The Services shall be provided on the following schedule:

Winter Dates:  March 9, 2022

                          March 23, 2022

                          April 6, 2022

                         April 20, 2022

                         May 4, 2022;

Fall Dates:  September 14, 2022

                     September 28, 2022   

                     October 13, 2022

                    October 26, 2022   

                    November 9, 2022

Deliverables: The Deliverables to be delivered to PBS by the Service Provider (and the delivery dates for those deliverables) are:

Assigned Service Provider(s): The Service Provider shall assign the following individuals to provide the Services:  Tracie Daniels

Payment:

Fixed Fee:  

PBS shall pay the Service Provider a fixed fee of Seventy Thousand dollars ($70,000), subject to PBS’s acceptance of all Services, and subject to the terms and conditions of the Agreement.  The Service Provider shall invoice PBS in accordance with the schedule below. All invoices shall provide a detailed itemization of charges contained therein.

Limitation of Expenditure:  The parties agree that Expenditures for all Services to be provided under this Statement of Work shall not exceed Seventy Thousand dollars ($70,000).