SMA - Draft Professional Services Agreement

Tim May Executive Director Search Committee Chairman tim@sunnyhillhoney.com

American Beekeeping Federation

Dear Mr. May, On behalf of Smith Moore & Associates (SMA) I am excited to present to you our draft professional services agreement for consideration by the American Beekeeping Federation (ABF). Following our presentation with ABF leaders in early May, we were all hopeful that SMA would be selected to move forward in your consideration of an association management company.

We really felt an connection with the ABF leaders and your commitment to moving ABF forward on behalf of the members. ABF leaders and staff have worked tirelessly over the past few years to chart a path through very trying times. Challenges lay not only with the impact of the pandemic but generational differences, alternative educational delivery opportunities, greater expectations for a clear return on investment for membership and the speed in which members want (demand) information be delivered. For a national, all volunteer board, those can be daunting but ABF has continued to be nimble and responsive and forge ahead to fulfill its mission.

SMA hopes to be your next partner in charting the future of ABF. We listened to each of you share your thoughts and concerns and feel confident that we can work together to address some of the challenges ABF is facing by offering solution options and taking the Board’s direction on next steps. The SMA staff has a wide range of skill sets and perspectives and work closely with each other and our clients to strive for success. At SMA, our clients’ endeavors become our own and we take pride in seeing the organizations thrive in ways they never imagined possible.

Included in our response is a flowchart that illustrates the SMA team structure for each client. I will be the main point of contact with leadership during the transition and will remain as a liaison between SMA and ABF for the first 12-18 months. We have two account executives who have expressed interest in working with ABF. Before making the final selection, we would like to know more about ABF’s culture to ensure we identify the account executive with the skill set that best matches your organization.

We are committed to a seamless transition from your current management to SMA and to “hit the ground running.” We understand there may be a steep learning curve, but SMA staff is very enthusiastic about the possibility of working with ABF and understanding both your organization and the issues facing the beekeeping industry.

Our full-service association management firm is primed to provide services - from graphic design, meeting planning, accounting, executive leadership and member services - to ABF and hope to have the opportunity to work with you. I am confident that with SMA you will find an AMC partner committed to moving ABF into the future.

We look forward to hearing from you and if you need any additional information from me during your deliberations, please do not hesitate to reach out.

Most sincerely,

Catherine Smith Catherine Smith Founder/CEO

Professional Services Agreement This agreement is made and entered into as of the DATE by and between the American Beekeeping Federation, a nonprofit mutual benefit corporation, hereinafter referred to as “ABF,” and Smith Moore and Associates, Inc., hereinafter referred to as “SMA” and entered into in the City of Sacramento, County of Sacramento, State of California.

Effective on DATE, ABF and SMA mutually agree and promise the following:

4. ABF’S DUTIES. ABF shall cooperate with SMA in all matters relative to this Agreement in such a manner as will result in the performance of services without delay.

ABF shall be reasonably available to confer with SMA upon request, to keep SMA informed of developments, and to disclose to SMA all facts and circumstances of which ABF is aware which may bear upon the handling of the services outlined herein. ABF shall provide SMA with any and all documents and information as it may possess relating to the performance of services provided for by this Agreement, and to abide by this Agreement. ABF shall pay SMA’s invoices in a timely manner as required by this Agreement.

1. PURPOSE OF ENGAGEMENT. ABF hereby engages SMA to provide administrative services generally described as follows: the administration and coordination of all of ABF’s business operations including committee oversight and planning, coordination with other professional associations, planning and execution of future conferences, oversight and management of ABF’s contracts, and other duties as necessary to fulfill and implement ABF’s strategic goals and initiatives as now adopted or as may be amended or adopted during the term of this Agreement.

5. FEES AND BILLING PRACTICES. ABF shall pay SMA for services provided under this Agreement at the rates shown in Exhibit B attached hereto and hereby made a part of this Agreement. In no event shall SMA be entitled to compensation for extra work unless a prior authorization or amendment to this Agreement describing the work and payment terms has been executed by ABF prior to the commencement of the services. Any such extra work in addition to the work or services described in Exhibit A shall be performed by SMA according to the rates or charges listed in Exhibit B. In the event that no rate or charge is listed for a particular type of extra work, SMA shall be paid for the extra work at a rate to be mutually agreed upon prior to commencement of the extra work.

2. SCOPE OF SERVICES. Beginning DATE, ABF engages SMA to provide all necessary personnel, materials and services to fully and completely perform those services described more completely in the Scope of Services attached hereto as Exhibit A. SMA shall provide those services reasonably required and requested to carry out the described Scope of Services and will take reasonable steps to keep ABF informed of progress. SMA agrees to perform the required services described herein, upon the terms and conditions and in consideration of the payments stated in this Agreement. For matters concerning administration of this contract, SMA will communicate with ABF through ABF’s President; provided that the President may direct SMA to communicate directly with an Executive Director or others on specific issues from time to time.

SMA shall bill for said services on a monthly basis. Any and all invoices shall be paid within thirty (30) days. All past due invoices shall bear interest at the rate of 3% per annum.

6. TERM OF AGREEMENT. This Agreement shall terminate on DATE unless specifically discharged or withdrawn earlier pursuant to Section 7 or amended or extended by the parties in writing. ABF shall not be responsible for payment for services initiated subsequent to the effective date of termination without prior written approval of ABF.

3. INDEPENDENT CONTRACTOR. SMA is an independent contractor and shall not at any time be considered an employee of ABF during the term of this engagement. SMA shall have control over the means, methods, techniques, sequences, and procedures for performing and coordinating SMA’s services required by this Agreement and for coordinating all portions of the work required by this Agreement. ABF shall have the right to control SMA only insofar as the result of SMA’s services rendered pursuant to this Agreement.

7. TERMINATION AND DEFAULT. ABF may terminate this Agreement at any time without cause, by giving SMA a ninety (90) day written notice of termination. SMA may terminate this Agreement at any time without cause after having given ABF a one-hundred and twenty (120) day written notice of termination.

Either party may terminate this Agreement upon the substantial breach of its terms by the other party only after giving a fifteen (15) day notice of the breach and allowing the defaulting party the opportunity to cure said breach.

In the event the defaulting party fails to cure the breach within the fifteen day period, or as otherwise agreed upon by the parties, the non-defaulting party may terminate this Agreement immediately and seek the appropriate legal recourse.

2

After SMA’s services conclude, SMA will deliver all original files to ABF, along with any funds or property of ABF in SMA’s possession. SMA agrees not to destroy any original files without prior written consent of ABF. When SMA’s services conclude, all unpaid charges will become due and payable upon receipt of a final Statement of Charges to the termination date and after receipt by ABF of all materials and supplies identified above.

10. NOTICE. Any notice, invoice or other communication that is required or permitted to be given under this Agreement shall be in writing and either served personally or sent by prepaid, first class U.S. mail addressed as follows:

8. INSURANCE AND BONDING. The parties shall obtain and maintain insurance and bonding during the term hereof as prescribed in Exhibit C. Each party shall furnish evidence of such coverage to the other party.

ABF: American Beekeeping Federation CONTACT NAME ADDRESS CITY, CA ZIP

SMA: Smith Moore & Associates 808 R Street, Suite 209 Sacramento, CA 95811

Any party may change its address by notifying the other party of the change in the manner provided above.

9. INDEMNIFICATION. SMA shall indemnify, defend, protect, and hold harmless ABF, and its officers, employees, volunteers and agents from and against any and all liability, losses, claims, damages, expenses, demands, and costs (including, but not limited to, attorney, expert witness and/ or other consultant fees, and litigation costs) of every type and description to which it may be subjected or put to by reason of or resulting from any alleged negligent act or omission of SMA, or SMA’s agents or employees in connection with any acts performed or required to be performed pursuant to this Agreement. This indemnification shall be limited to the proportion of negligence attributable to each of the parties, its officers, agents and employees, or any person under their direction and/or control. This indemnification shall not include any claim arising from the sole negligence or willful misconduct of the ABF or its employees. SMA’s obligations under this indemnification provision shall survive the termination of this Agreement.

11. ASSIGNMENT. This Agreement shall not be assignable or transferable in whole or in part by SMA, whether voluntarily, by operation of law or otherwise; provided, however, that SMA shall have the right to subcontract that portion of the services for which SMA does not have the facilities to perform so long as SMA notifies and receives approval of ABF of such subcontracting prior to execution of the work.

Any other purported assignment, transfer or subcontracting shall be void. This Agreement shall not be assignable or transferable in whole or in part by ABF, whether voluntarily or by operation of law. Any such purported assignments shall be null and void.

12. MODIFICATION. This Agreement and all of the covenants and conditions set forth herein may be modified or amended only by a writing duly authorized and executed

by ABF and SMA.

ABF shall indemnify, defend, protect, and hold harmless SMA, and its officers, employees, volunteers and agents from and against any and all liability, losses, claims, damages, expenses, demands, and costs (including, but not limited to, attorney, expert witness and/ or other consultant fees, and litigation costs) of every type and description to which it may be subjected or put to by reason of or resulting from any alleged negligent act or omission of ABF, or ABF’s agents or employees in connection with any acts performed or required to be performed pursuant to this Agreement.

This indemnification shall not include any claim arising from the sole negligence or willful misconduct of SMA or its employees. This indemnification shall be limited to the proportion of negligence attributable to each of the parties, its officers, agents and employees, or any person under their direction and/or control. ABF’s obligations under this indemnification provision shall survive the termination of this Agreement.

13. ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services by SMA to ABF, and contains all of the covenants and agreements between the parties with respect to such services. Each party to this Agreement acknowledges that no representations or promises have been made by any party hereto which are not embodied herein, and that no other agreement or promise not contained in this Agreement or in the other contract documents shall be valid or binding.

14. COMPLIANCE WITH LAWS. Both parties shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations governing this Agreement, ABF, and/or the services to be provided herein.

3

Professional Services Agreement 15. SEVERABILITY. If any part of this Agreement is held to be void, invalid or unenforceable, then the remaining parts will nevertheless continue in full force and effect.

16. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of California.

17. OWNERSHIP OF PROPERTY AND CONFIDENTIALITY. SMA hereby assigns to ABF all rights, title and interest in work product produced pursuant to this Agreement. SMA agrees to keep confidential all information disclosed to it by ABF, unless disclosure is required by legal process. Upon termination of this Agreement for any reason, SMA will promptly deliver to ABF, in a nonencrypted, immediately usable format, all documents, data, lists and materials supplied to SMA or produced by SMA pursuant to this Agreement.

18. EFFECTIVE DATE. This agreement will take effect on DATE. Under the direction of the ABF’s Board of Directors, SMA shall conduct delegated Association business, performing the following duties: SMITH MOORE AND ASSOCIATES, INC. (“SMA”) By: ________________ Date: ________________ CATHERINE A. SMITH, PRESIDENT AMERICAN BEEKEEPING FEDERATION (“ABF”) By: ________________ Date: ________________ NAME

4

Exhibit A - Scope of Services • Manage contracts and commitments as authorized by the ABF.

Office Services: • Provide a phone line and email accounts.

• Execute and maintain appropriate insurance policies and coverage for ABF.

• Receive and distribute mail and packages.

• Maintain an office in Sacramento open Monday through Friday, 8:30 a.m. - 5 p.m., except for major holidays.

• Ensure and enforce confidentiality of ABF’s information.

• Manage and enforce trademark usage.

• Provide all general office supplies and equipment (ie. copier, fax etc.).

• Prepare and present monthly and annual financial statements to the Board of Directors.

• Provide access to storage space for archives, and maintain an index of items in storage.

• Provide monthly reports to the Board on membership activities.

• Responding to all membership inquiries in a prompt and timely manner.

• Provide monthly statements to the Board identifying trends related to the budget.

General Administration & Leadership Support:

• Facilitate the annual ABF Board of Directors elections.

• Maintain records, including meeting minutes, financial reports, mailing lists, membership rosters, newsletter archives, and other membership services collateral material. Ensure compliance with all state and federal regulations regarding record keeping and regulations.

• Coordinate and manage the ABF Annual Directors Meeting at a time and location established by the Board of Directors.

• Provide all Board of Directors written materials at the Annual Board of Directors Meeting outlining the responsibilities and duties expected of each Board Member and also information regarding conflict of interest and confidentiality requirements.

• Participate and contribute to the development and implementation of the ABF’s measurable and achievable goals.

• Work with ABF President to develop agenda, board packet and distribute.

Financial Operations & Control:

• Participate in board meetings and take minutes.

Distribute final draft of minutes.

• Receive, deposit, disburse and provide leadership with reports on funds

• Support ABF committees as requested (set-up calls, track action items, etc.)

• Prepare and update budget and financial reports, including detailed financial statements, records, tax accounting, and tax filings (Forms 990 and 990-T and others, as required, in conjunction with an accounting firm retained for this purpose).

• Supervise, measure and report to the ABF Board on the regular and ongoing progress regarding the stated goals.

• Oversee the day-to-day operations of the ABF and draft/implement such policies and procedures as may be adopted by the ABF Board.

• Prepare and produce general invoices

• Manage and administer the ABF bylaws and resolutions and the legal integrity of the ABF.

• Maintain general ledger of accounts

• Maintain records of accounts receivable • Pursue receivable accounts • Prepare checks for signature

• Make recommendations for improvement to ABF based on industry best practices.

• Reconcile bank statements • Prepare and distribute monthly financial reports

• Oversee all routine legal matters such as but not limited to maintaining corporate registration. Retain and coordinate with legal counsel as needed.

• Prepare and assist in preparation of annual budgets • Work with identified professionals to complete and file any annual tax returns and FPPC reports.

• Manage partnerships with industry organizations for collaborative opportunities.

• Coordinate with auditor and ensure that management letter recommendations are presented to Board and implemented as requested.

• Coordinate and execute all fundraising and grant opportunities on behalf of ABF. • Oversee compliance with ABF governance and operational policies and make changes as approved by the ABF Board.

5

Exhibit A - Scope of Services Conference Planning/Annual ABF Conference and Trade Show:

Communications: • Manage and produce the printing of a membership directory to be published every two years commencing in 2022.

• Work with volunteers to ensure a successful conference and trade show on an annual basis.

• Site selection including hotel and Trade Show facilities.

• Manage the publishing of the printed quarterly ABF magazine and shall act as the Editor of the magazine.

• Oversee procurement of all suppliers.

• Prepare monthly electronic member updates on programs, events and issues.

• Procure and manage all marketing activities.

• Manage all aspects regarding registration including collection of fees, printing and distribution of badges, providing on-site registration and staff/volunteer coordination.

• Manage and update ABF website.

• Manage social media via collaboration with volunteers on post able items.

• Design and coordinate the production of conference logos, invitations, signage, the program guide and website.

Strategic Management: • Identify and develop business opportunities as available.

• Collect funds from sponsors and exhibitors.

• Work with leadership to pursue long-range financial stability through increased revenues.

• Coordinate speaker and sponsor presentations.

• Manage all exhibitions and all aspects of the Trade Show.

• Conduct annual planning session and prepare/update strategic planning document.

• Provide on-site staff support.

• Conduct membership surveys and environmental scans.

• Develop conference budget and monitor revenues/ expenses • Manage and facilitate a hospitality suite during the Conference/Trade Show. This suite shall be available solely to commercial beekeeper attendees and approved vendors. The purpose of this suite is to provide a location for networking between commercial beekeepers and vendors and shall have seating for small groups and complimentary beverages and refreshments. This suite shall be open for four hours each afternoon for the duration of the Conference/ Trade Show.

Member Services: • Oversee all membership functions in YourMembership • Develop and maintain relationships with members.

• Annual dues renewal process and invoicing.

• Database maintenance.

• Support recruitment, retention and reattraction efforts.

• Manage listservs.

• Promote ABD member programs and services.

6

Exhibit B - Schedule of Rates and Charges This schedule is intended to establish the full compensation for all personnel, materials and services that shall be paid to SMA for the services rendered pursuant to Exhibit A of this Agreement. In addition, it shall establish the hourly rates and charges to be used should additional services be necessary during the term of this Agreement. These rates and charges will establish the basis for any negotiations related to additional services to be provided by SMA. The parties, after separate negotiations and discussions, have determined that the following compensation amounts shall apply to the various portions of the Scope of Services detailed in Exhibit A. I. General Association Operations A. ABF agrees to pay SMA monthly for all services and indirect supplies necessary to coordinate and administer the General Operations of ABF. ABF agrees that the compensation to SMA shall be $16,200 monthly or $194,000 annually. Graphic design services will be provided at an additional hourly rate, currently set at one hundred dollars ($100.00) per hour. SMA reserves the right to unilaterally change the hourly rate for graphic design services during the term of this Agreement provided it gives sixty (60) days’ advance written notice of any such fee increase to ABF. B. In addition to the basic compensation set forth in Paragraph A above, ABF shall reimburse SMA for all reasonable expenses, other than office lease costs, that are incurred directly for ABF, or as a share of agreed-upon charges. These expenses may include, but are not limited to, out-of-town travel, stationery, printing, postage, dues and other expenses related to appropriate representation of ABF; and shall be payable on periodic demand of SMA, but not more than once each month. Such charges and categories shall be reviewed and adjusted as necessary by the ABF Board of Directors as appropriate, but not less than once each year. To these ends, the Board of Directors will establish a detailed budget including a ceiling on expenses for the aforementioned charges.

Expenses in excess of those set forth by the Board of Directors are to be approved in advance by the ABF’s President.

The monthly fees set forth above have been established through extensive review and research of Smith Moore and Associates, Inc., as well as negotiations for anticipated effort required to administer ABF’s work program.

7

Exhibit C - Insurance and Bonding Requirement A. Insurance. SMA shall procure and maintain, for the duration of this Agreement, insurance against claims for injuries to persons or damages to property, which may arise from, or in connection with, the performance of the work hereunder by SMA, its agents, representatives, employees, sub-consultants or professionals.

4. Other Insurance Provisions The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: a. ABF, its officers, officials, employees and volunteers, are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of SMA; or automobiles owned, leased, hired or borrowed by SMA.

1. Minimum Scope of Insurance Coverage shall be at least as broad as: a. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

b. For any claims related to the services performed, SMA’s insurance coverage shall be primary insurance as respects ABF, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by ABF, its officers, officials, employees or volunteers shall be in excess of SMA’s insurance and shall not contribute with it.

b. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto) or provide evidence of non-owned and hired auto liability coverage (if no owned autos). c. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

c. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to ABF.

2. Minimum Limits of Insurance SMA shall maintain limits no less than:

5. Acceptability of Insurers

a. General Liability: $1,000,000 per occurrence for bodily injury and property damage liability coverage, and $1,000,000 per person or organization for personal injury and advertising injury liability coverage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to ABF. 6. Verification of Coverage SMA shall furnish ABF with original certificates and amendatory endorsements effecting coverage required by this clause prior to commencing any activity pursuant to this Agreement. All certificates and endorsements are to be received and approved by ABF before work commences.

ABF reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by this Agreement, at any time.

b. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. c. Employer’s Liability: $1,000,000 per accident for bodily injury or disease.

3. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by ABF. At the option of ABF, either: the insurer shall reduce or eliminate such deductibles or selfinsured retentions as respects ABF, its officers, officials, employees and volunteers; or SMA shall provide a financial guarantee satisfactory to ABF guaranteeing payment of losses and related investigations, claim administration and defense expenses.

8

SMA ABF Flowchart

LAUNCH COMMUNICATIONS

SMA PARTNER/LIAISON CATHERINE SMITH, CAE ACCOUNTING ACCOUNT EXECUTIVE

ACCOUNT COORDINATOR IT ACCOUNT ASSISTANT

CONFERENCE DIRECTOR

sma SMITH MOORE & ASSOCIATES smarter managed asso c iatio ns

Smith Moore & Associates www.smithmooreassoc.com 808 R Street, Suite 209, Sacramento, CA 95811 9

SMA LAUNCH

Association Communication & Design Services SMA Launch has countless times taken the look, feel and branding of an association and their events to new design levels. By broadcasting the unique story of an association and its values and mission, SMA Launch will bridge the gap between your ideas and our design. Whether it’s our HydroVisions digital magazine we redesigned for GRA in 2019 or transitioning CSMFO’s quarterly email newsletter to a vibrant digital and print magazine and ultimately to an interactive news site; there is no project or organization we can’t bolster with cutting edge design and broadcast their message to the appropriate audiences. Through branding and event theming kits developed by SMA Launch, we can create a marketing strategy created specifically for ABF.

HANDS ON

SERVICES

COPYWRITING\\WEB DESIGN\\GRAPHIC DESIGN\\BRANDING\\VIDEOGRAPHY\\PHOTOGRAPHY

DEVELOPMENT STRATEGIC MARKETING\\PROJECT COORDINATION\\PRINT & PACKAGING\\BRANDING & THEME KITS

EXPLORE

SMA LAUNCH is committed to bridging the gap between your ideas and successful design. Specializing in association design, SMA LAUNCH will create a strategy to balance client and staff efforts to execute timely, effective and affordable design services.

AUDIE WHITT

DESIGNERS

Audie Whitt is the SMA Communications Director. With experience in graphic and web design, he is responsible for providing clients with innovative publication designs and website updates. Audie serves as the liaison between the communications and IT departments to ensure the client’s brand remains cohesive. He earned a bachelor’s degree in art studio.

DAVID GARRISON

David Garrison is the SMA Director of Marketing and Design Development.

He is responsible for the design and layout of marketing and communication materials for client conferences and education events as well as branding. With a background in editorial design, David has ten years of working in the freelance world creating more than 100 publications and marketing materials for art organizations in Sacramento.

10

APPROACH

DESIGN & SOCIAL MEDIA TRAINING\\TEAM-BUILDING WORKSHOPS/SPEAKERS\\EMCEE/HOST SERVICES

NEWSLETTERS & PUBLICATIONS

CSMFO C A L I F O R N I A

S O C I E T Y

O F

M U N I C I P A L

F I N A N C E

O F F I C E R S

SPECIAL ANNUAL MEETING EDITION

BULLETIN

CALIFORNIA SOCIETY OF PEDIATRIC DENTISTRY

M A G A Z I N E

Winter 2020 | Vol. XLVII No. 4

4

MARCH | 2019 | ISSUE 25 | SPRING EDITION

President's Message

6

Annual Meeting News

WORK Top Ways to Boost Your Career Page 22

6 Tips to Counteract Bargaining Group Perceptions

Sustainability Strategies for Finance Leaders

Page 38

Page 46

1 WINTER 2020

AND MORE!

CSPD BULLETIN 1

ONSITE GUIDES & PROGRAMS

C S M F O FULL CONFERENCE AGENDA ONSITE PROGRAM

1

CAJPA 2017 FALL CONFERENCE

1

FLYERS & PROMOTIONS

SPONSOR & EXHIBITOR OPPORTUNITIES CAJPA 2018 Fall Conference & Training Seminar September 11-14, 2018 • South Lake Tahoe

EVENT PHOTOGRAPHY

LOGO DESIGN

11