Professional Services Agreement with Sullivan Reberger Eiguren for Consulting for State Government AffairsAGREEMENT
FOR
PROFESSIONAL SERVICES
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THIS AGREEMENT FOR PROFESSIONAL SERVICES ~s made this ay of
+~ , 2012, and entered into by and between the City of Meridian, a municipal
cor oration or anized under the laws of the State of Idaho, hereinafter referred to as
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"CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and Sullivan Reberger
Eiguren, hereinafter referred to as "CONSULTANT", whose business address is 802 W.
Bannock, Suite 1001, Boise, ID 83701.
INTRODUCTION
Whereas, the City has a need for services involving State Government
Relations; and
WHEREAS, the Consultant is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, inconsideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
1. Scope of Services:
1.1 CONSULTANT shall perform and furnish to the City upon execution of this
Agreement and receipt of the City's written notice tQ proceed, all services, and
comply in all respects, as specified in the document titled "Scope of Services" a
copy of which is attached hereto as Attachment "A" and incorporated herein by
this reference, together with any amendments that maybe agreed to in writing by
the parties.
1,2 All documents, drawings and written work product prepared or produced
by the Consultant under this Agreement, including without limitation electronic
data files, are the property of the Consultant; provided ,however, the City shall
have the right to reproduce, publish and use all such work, or any part thereof, in
any manner and for any purposes whatsoever and to authorize others to do so.
If any such work is copyrightable, the Consultant may copyright the same, except
that, as to any work which is copyrighted by the Consultant, the City reserves a
royalty-free, non-exclusive, and irrevocable license to reproduce, publish and use
such work, or any part thereof, and to authorize others to do so.
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1.3 The Consultant shall provide services and work under this A reement
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consistent wi#h the requiremen#s and standards established by applicable
federal, state and city laws, ordinances, regulations and resolutions. The
Consultant represents and warrants that it will perform its work in accordance
with generally accepted industry standards and practices for the rofession or
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professions that are used in performance of this Agreement and that are in effect
at the time of performance of this Agreement. Except for that re resentation and
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any representations made or contained in any proposal submitted by the
Consultant and any reports or opinions prepared or issued as part of the work
performed by the Consultant under this Agreement, Consultant makes no other
warranties, either express or implied, as part of this Agreement.
1.4 Services and work provide by the consultant at the City's request under
this Agreement will be performed in a timely manner in accordance with a
Schedule of Work, which the parties hereto shall agree to. The Schedule of
Work maybe revised from time to time upon mutual written consent of the
parties.
2. Consideration
2.1 The Consultant shall be compensated on a Not to Exceed basis as
provided in Attachment B "Payment Schedule" attached hereto and by reference
made a part hereof.
2.2 The Consultant shall provide the City with a monthly statement, as
services warrant, of fees earned and costs incurred for services provided during
the billing, period, which the City will pay within 30 days of receipt of a correct
invoice and approval by the City. The City will not withhold any Federal. or State
income taxes or Social Security Tax from any payment made by City to
Consultant under. the terms and conditions of this Agreement. Payment of all
taxes and other assessments on such sums is the sole responsibility of
Consultant.
2.3 Except as expressly provided in this Agreement, Consultant shall not be
entitled to receive from the City any additional considera#ion, compensation,
salary, wages, or other type ~f remuneration for services rendered under this
Agreement., including ,but not limited to, meals, lodging, transportation,
drawings, renderings or mockups. Specifically, Consultant shall not be entitled
by virtue of this Agreement to consideration in the form of overtime, health
insurance benefits, retirement benefits, paid holidays or other paid leaves of
absence of any type or kind whatsoever.
3. Time of Performance:
This agreement shall become effective upon execution by both parties, and shall
expire upon completion of the agreed upon services, August 30, 2013 or unless
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sooner terminated as provided below or unless some other method or time of
termination is listed in Attachment A. This Agreement shall terminate
automatically on the occurrence of (a} bankruptcy or insolvency of either party, or
(b) sale of Consultants business.
4. Independent Contractor:
4.1 In all matters pertaining to this agreement, CONSULTANT shall be acting
as an independent contractor, and neither CONSULTANT nor any officer,
employee or agent of CONSULTANT will be deemed an employee of CITY.
Except as expressly provided in Attachment A, Consultant has no authority or
responsibility to exercise any rights or power vested in the City. The selection
and designation of the personnel of the CITY in the performance of this
agreement shall be made by the CITY.
4.2 Consultant shall determine the method, details and means of performing
the work and services to be provided by Consultant under this Agreement.
Consultant shall be responsible to City only for the requirements and results
specified in this Agreement and, except as expressly provided in this Agreement,
shall not be subjected to City's control with respect to the physical action or
activities of Consultant in fulfillment of this Agreement.
5. Indemnification and Insurance:
CONSULTANT shall indemnify~and save and hold harmless CITY from and for
any and all losses, claims, actions, judgments for damages, or injury to persons
or property and losses and expenses and other costs including litigation costs
and attorney's fees, arising out of, resulting from, or in connection with the
performance of this Agreement by the CONSULTANT, its servants, agents,
officers, employees, guests, and business invitees, and not caused by or arising
out of the tortuous conduct of CITY or its employees. CONSULTANT shall
maintain, and specifically agrees that it will maintain, throughout the term of this
Agreement, liability insurance, in which the CITY shall be named an additional
insured in the minimum amounts as follow: General Liability One Million Dollars
($1,000,000} per incident or occurrence, Professional Liability ! Professional
errors and omissions One Million Dollars ($1,000,000) aggregate, Automobile
Liability, Insurance One Million Dollars ($1,000,400} per incident or occurrence
and Workers' Compensation Insurance , in the statutory limits as required by
law.. The limits of insurance shall not be deemed a limitation of the covenants to
indemnify and save and hold harmless CITY; and if CITY becomes liable for an
amount in excess of the insurance limits, herein provided, CONSULTANT
covenants and agrees to indemnify and save and hold harmless CITY from and
for all such losses, claims, actions, or judgments for damages or injury to
persons or property and other costs, including litigation costs and attorneys' fees,
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arising out of, resulting from , or in connection with the erformance of this
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Agreement by the Consultant or Consultant's officers, em to s a ents
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representatives or subcontractors and resulting in or attributable to personal
injury, death, or damage or destruction to tangible or.intan ible ro e
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including use of. CONSULTANT shall provide CITY with a Certificate of
insurance, or other proof of insurance evidencing CONSULTANT'S com liance
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with the requirements of this paragraph and file such proof of insurance with the
CITY at least ten X10) days prior to the date Consultant be ins erformance of it's
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obligations under this Agreement. In the event the insurance minimums are
changed, CONSULTANT shall immediately submit proof of com liance with the
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changed limits. Evidence of all insurance shall be submitted to the Cit
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urchasing Agent with a copy to Meridian City Accounting, 33 East Broadwa
Ave ' ' y
nue, Meridian, Idaho 83642.
6. Notices: Any and all notices required to be given by either of the parties hereto
unless otherwise stated in this agreement, shall be in writing and be deemed
communicated when mailed in the United States mail, certified, return receipt
requested, addressed as follows:
CITY
City of Meridian
Purchasing Manager
33 ~ Broadway Ave
Meridian, ID 83642
208-888-4433
CONSULTANT
Sullivan Reberger Eiguren
Attn: Colby Cameron
802 W. Bannock, Ste 1001
Boise, l D 83701
Phone: 208-344-9514
Either party may change their address for the purpose of this paragraph by ivin
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written notice of such change to the other in the manner herein provided.
7. Attorney Fees: Should any litigation be commenced between the parties hereto
concerning this Agreement, the prevailing party shall be entitled, in addition to
any other relief as may be granted, to court costs and reasonable attorneys' fees
as determined by ~ Court of competent jurisdiction. This provision shall be
deemed to be a separate contract between the parties and shall survive an
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default, termination or forfeiture of this Agreement.
8. Time is of the Essence: The parties hereto acknowledge and agree that time is
strictly of the essence with respect to each and every term, condition and
provision hereof, and that the failure to timely perfom~ any of the obligations
hereunder shall constitute a breach of, and a default under, this Agreement b
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the party so failing to perform.
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9. Assignment: It is expressly agreed and understood by the parties hereto, that
CONSULTANT shall not have the right to assign, transfer, hypothecate or sell
any of its rights under this Agreement except upon the prior express written
consent of CITY.
10. Discrimination Prohibited: In performing the Services required herein,
CONSULTANT shall not unlawfully discriminate in violation of any federal, state
or local law, rule or regulation against any person on the basis of race, color,
religion, sex, national origin or ancestry, age or disability.
11. Reports and Information:
11.1 At such times and in such forms as the CITY may require, there shall be
furnished to the CITY such statements, records, reports, data and information as
the CITY may request pertaining to matters covered by this Agreement.
11.2 Consultant shall maintain all writings, documents and records prepared or
compiled in connection with the performance of this Agreement for a minimum of
four (4) years from the termination or completion of this or Agreement. This
includes any handwriting, typewriting, printing, photo static, photographic and
every other means of recording upon any tangible thing, any form of
communication or representation including letters, words, pictures, sounds or
symbols or any combination thereof.
12. Audits and Inspections: At any time during norr~al business hours and as
often as the CITY may deem necessary, there shall be made available to the
CITY for examination all of CONSULTANT'S records with respect to all matters
covered by this Agreement. CONSULTANT shall permit the CITY to audit,
examine, and make excerpts or transcripts from such records, and to make
audits of all contracts, invoices, materials, payroll, records of personnel,
conditions of employment and other data relating to all matters covered by this
Agreement.
13. Publication, Reproduction and Use of Material: No material produced in
whole or in part under this Agreement shall be subject to copyright in the United
States or in any other country. The CITY shall have unrestricted authority to
publish, disclose and otherwise use, in whale or in part, any reports, data or other
materials prepared under this Agreement.
14. Compliance with Laws: In performing the scope of services required
hereunder, CONSULTANT shall comply with all applicable laws, ordinances, and
codes of Federal, State, and local governments.
15. Changes: The CITY may, from time to time, request changes in the Scope of
Services to be performed hereunder. Such changes, including any increase or
decrease in the amount of CONSULTANT'S compensation, which are mutually
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agreed upon by and between the CITY and CONSULTANT, shall be
incorporated in written amendments to this Agreement.
16. Termination: If, through any cause, CONSULTANT, its officers em Io ees or
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agents fads to fulfill ~n a timely and proper manner its obligations under this
Agreement, violates any of the covenants, .agreements, or sti ulations of this
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Agreement, falsifies any record or document required to be re ared under this
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agreement, engages in fraud, dishonesty, or any other act of misconduct in the
performance of this contract, or if the City Council determines that termination of
this Agreement is in the best interest of CITY, the CITY shall thereu on have the
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right to terminate this Agreement by giving written notice to CONSULTANT of
such termination and specifying the effective date thereof at least fifteen 15
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days before the effective date of such termination. CONSULTANT ma
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terminate this agreement at any time by giving at least sixty X60) days notice to
CITY.
In the event of any termination of this Agreement, all finished or unfinished
documents, data, and reports prepared by CONSULTANT under this A reement
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shall, at the option of the CITY, become its property, and CONSULTANT shall be
entitled to receive just and equitable compensation for any work satisfactoril
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complete hereunder.
Notwithstanding the above, CONSULTANT shall not be relieved of liabili to the
CITY for damages sustained by the CITY by virtue of any breach of this
Agreement by CONSULTANT, and the CITY may withhold any payments to
CONSULTANT for the purposes of set-off until such time as the exact amount of
damages due the CITY from CONSULTANT is determined. This provision shall
survive the termination of this agreement and shall not relieve CONSULTANT of
its liability to the CITY for damages.
17:~ Construction and Severability: If any part of this A reement is held to be
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invalid or unenforceable, such holding will not affect the validity or enforce~bili
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of any other part of this Agreement so long as the remainder of the Agreement is
reasonably capable of completion.
18. Advice'of Attorney: Each party warrants and represents that in executin this
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Agreement. It has received independent legal advice from its attorney's or the
opportunity to seek such advice.
19. Entire Agreement: This Agreement contains the entire agreement of the arties
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and supersedes any and all other agreements or understandings, oral of written,
whether previous to the execution hereof or contemporaneous herewith.
20. Public Records Act: Pursuant to Idaho Code Section 9-335, et seq.,
information or documents received from the Contractor may be open to public
inspection and copying unless exempt from disclosure, The Contractor shall
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clearly designate individual documents as "exempt" on each page of such
documents and shall indicate the basis for such exemption. The CITY will not
accept the marking of an entire document as exempt. In addition, the CITY will
not accept a legend or statement on one (1}page that all, or substantially all, of
the document is exempt from disclosure. The Contractor shall indemnify and
defend the CITY against all liability, claims, damages, losses, expenses, actions,
attorney fees and suits whatsoever for honoring such a designation or for the
Contractor's failure to designate individual documents as exempt. The
Contractor's failure to designate as exempt any document or portion of a
document that is released by the CITY shall constitute a complete waiver of any
and all claims for damages caused by any such release.
21. Applicable Law: This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Idaho, and the ordinances of
the City of Meridian.
'22. Approval Required: This Agreement shall not become effective or binding until
approved by the City of Meridian.
23. Special Conditions: It is understood that the CONSULTANT may also provide
legislative education and advocacy services for other clients during the term of
this agreement. The CONSULTANT,, however, will not undertake any
responsibilities orengage in any activities that conflict with the interests of the
City or this contract. The CONSULTANT will disclose to the City in writing any
situation that may reasonably present a conflict of interest. If no agreement can
be achieved regarding the conflict of interest, the CONSULTANT agrees not to
enter into any other contracts that conflict with the legislative issues and
advocacy activities of interest to the City.
Any and all materials developed by the CONSULTANT, or by the CITY which
relate to any matter that is deemed confidential shall nat be released to any
person or firm for any reason and shall fall under the protection of privileged
information under applicable Idaho State Law. The CONSULTANT agrees to
sign anon-disclosure form, for any and all material, strategies, or conversation
that is developed or discussed in relation to this contact.
(END OF TEXT -SEE NEXT PAGE FOR SIGNATURE BLOCKS)
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CITY OF MERIDIAN
BY: / ~'/
TAMMY de W D, MAYOR
Dated.
~ ~~-(~--
Approved by Council:
Attest:
CEO. HOLMAN, CITY CLERK
NAME OF CONSULTANT
BY: =~-~
(bj. Canzro~.
Dated: a/a~~a
/~-
G ~,~
o~,
City of ~
~" IDIAN~
~~' Vl'+C1L y
~~ .~
r~,~ ~f' ~~~~
~~
be TREE
Purchasing Approval
BY:
KEIT ATTS, Purchasing Manager
Dated:: ~ 2 `~ / Z
Department Approval
BY'
TOM BARRY, Public Wor s it cto
Dated:: ~ ~ ~ ~ ~~
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Attachment A
SCOPE OF WORK
The scope of work for State Government relation services are broad in nature and
guided by actions either 1}proactively taken by the City's public Works Department to
promote a specific legislative issues}; or 2} taken by other interest groups, state
agencies, political subdivisions, or the State Legislature that adversely impacts the City
of Meridian's Public Works Department and its citizens. State Government relation
services for the Public Works Department may include,. but not be limited to: attendance
at scheduled, extended or special legislative sessions and meetings and/or state/federal
administrative and agency hearings, meetings, or rule making proceedings; all in
accordance with the terms, conditions, and scope of work indentified the request for
proposal related to topics including, but not limited to, traffic transportation
improvements, water quality and stormwater discharge challenges, TMDL formation and
NPDES primacy, water rights and land use applications, well drilling standards and
State rule changes such as labor, water and' land use law rule changes. Services and
requirements shall further include, but are not limited to, the following:
• General legislative education and advocacy services as necessary for the proper
advancement of the Public Works Department's legislative issues for the 2013
legislative session.
• General legislative education and advocacy shall include: educating City, County
and State officials, Idaho State legislators, state agencies, political subdivisions,
and staff thereto; advocating for bills and amendments with appropriate
legislators; securing sponsors and cosponsors for proposed bills and
amendments; gather support in opposition to bills and amendments which may
be have detrimental impacts to the City's Public Works Department.
Identification, tracking of, and analyzing all potential legislative actions, either in
the Idaho State House and Senate, which has implications for the Public Works
Department.
• Provide a lead advisorwho will be responsible to providing a majority of the
legislative education and advocacy services and assistance to the City.
• Research details associated with proposed legislation and perform impact
analysis to determine the pros/cons of proposed legislation.
• Review position papers, messages and speaking points that articulate and
represent the Public Works Department's viewpoint regarding proposed
legislation and its impact on the Department and its policies and procedures.
• Coordinate with other Cities, Counties, staff, residents, business owners, or other
impacted or affected entities.
• Provide weekly updates to identified City of Meridian officials and personnel to:
report action taken, results, potential issues/concerns; to coordinate uniform
approaches in presenting information; develop, evaluate and communicate
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strategies with the Department for the support, opposition, or amendment of
pending legislation.
• Perform all legislative activities in accordance with the Meridian Wa CARE
values, and consist with Putting Meridian First in order to promote the Ci 's
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reputation among legislators, State elected officials and the State bureaucrat ..
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• The provider assumes full responsibility for: preparation and time) submission of
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reports, bills and/or amendments to the State Legislature in accordance with all
deadlines and time frames established for the 2013 le islative se i n~
g ss o ,and
preparation and timely submittal of all necessary lobbying disclosure forms as
applicable under State lobbying and ethics laws,.
• Provide a final written report summarizing the status of the Ci 's le islative
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act~v~t~es shall be provided to the City within one week of the closing of the 2013
legislative season.
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Attachment B
PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed $48,000
for contract at a monthly rate of $4,000 per month.
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CONFIDENTIALITY AGREEMENT
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A reement is entered into this ~
THIS CONFIDENTIALITY AGREEMENT ( g }
da of ~ ~~, 2012, by and between The City of Meridian, an Idaho municipal corporation,
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Meridian, Idaho ("hereinafter the `City"') and the Partners and Principals of Sullivan,
Reberger and Eiguren (hereinafter "SRE")
RECITALS
A. The City has entered into an Agreement for Professional Services for State
Government Relations with SRE (hereinafter "PSA"); and,
B. The City and SRE desire to exchange documents and information in a
mutually agreeable manner in order furtherthe purposes of the PSA; and,
C. The PSA requires that SRE enter into this confidentiality and non-disclosure
agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by the parties hereto, the parties stipulate and agree
as follows:
1. Definitions.
a. "Confidential Information" shall mean all oral communications
between the parties. relative to strategies and information relating to the work.
performed under the PSA.
b. "Confidential Materials" shall mean all written communications
between the parties, all data of any -kind, and any other documents ,produced by
either party in furtherance of the Scope of Work of the PSA (with the exception., of
written materials specifically intended for dissemination to third parties).
c. The term "Judicial Order" shall mean a court order or lawful
subpoena, notice of which has been given to the City or SRE in a reasonably
sufficient time to ermit the Ci or SRE to contest or appeal such order or
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subpoena.
2. Non-Disclosure. Unless otherwise agreed to in writing, neither the City nor
SRE shall disclose, and shall not permit any employee. or agent of City or SRE to
disclose, whether orally or in writing, any Confidential Information, or Confidential Material
to an person, entity, governmental agency, or other party except for (a) officers of City or
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SRE (b) outside counsel or other consultants retained by the City (c) and employees of
the Ci or SRE providing or assisting in the providing of services having a reasonable
need to know such Confdential Information; and (d) disclosures required by Judicial
Order. In any connection with any disclosure permitted by clauses (c) and (d) above,
CONFIDENTIALTY AGREEMENT -1
such disclosure shall not exceed that necessary to permit the City or SRE from properly
performing their services, or that required by Judicial Order.
3. Non-Use of Confidential Information and Confidential Material. Neither the
Ci nor SRE shall use, .and shall take all steps reasonably necessary to prevent
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em to ee or agent of the City or SRE from using any Confidential Information or
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Confidential Material for any purpose not in furtherance of the scope of work of the PSA.
4. Safeguarding of Confidential Materials. Both the City and SRE shall take all
ste s reasonab! necessary to safeguard the Confidential Information and all Confidential
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Materials.
5. Written Communications Protocol: The parties shall agree on a protocol
for the exchange of written materials and emails that may become records maintained by
the City so as to maximize the protections afforded by certain exceptions to the Idaho
Public Records Act.
6. Persons Leaving the Employment of Either Party. In the event any person
who has been involved in scope of work of the PSA leaves the employment of either
party, then said employer shall obtain an agreement from such person to abide by the
terms of this Agreement, which Agreement shall, by its terms be enforceable by either
party.
7. Remedies of the Parties. Should either Party fail to perform any obligation
hereunder, either Party shall be entitled to all remedies available at law or in equity,
including, but without limitation, an order for specific performance, an injunction against
further violations and consequential damages.
8. Miscellaneous.
a. This Agreement is for the mutual benefit of both parties to this
Agreement.
b. Should any action be instituted against or by either party under this
A reement, the prevailing party in such action shall be entitled,. in addition to any
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other remedy, to collect from the other party attorneys fees and costs incurred in
connection with such action.
c. This Agreement shall inure to the benefit of the successors and
assigns of the City and SRE.
d. This Agreement shall not be amended or modified except by a
written agreement executed by both the City and SRE
e. This. Agreement shall be construed in accordance with the laws of
the state of Idaho.
CONFIDENTIALTY AGREEMENT - 2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
The City of Meridian, Idaho
By: May r T my de Weerd
Sullivan Reberger Eiguren
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By: Pa~r~Ck Sullivan, Partner
By: Ph I Reberger, Partner
By: Roy Eiguren, Partner
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By: Co Cameron, Principal
CONFIDENTIALTY AGREEMENT - 3