HomeMy WebLinkAboutITEM VIII-B-1IK
Ac'O WASH[NCTON
AGENDA BILL APPROVAL FORM
Agenda Subject: Principled Solutions Agreement
Date:
June 30, 2009
Department:
Attachments:
Budget Impact:
Finance
Resolution No. 4497 and A reement
'
Administrative Recommendation:
City Council adopt Resolution No. 4497.
Background Summary:
The City desires to retain a consultant to serve as a g
overnment relations representative before various
governmental agencies and political subdivisions on i
ssues that may impact the City, which may include
such items as a public facilities district.
'
N0706-3
A3.16.3
Reviewed by Council & Committees:
Reviewed by Departments & Divisions:
❑ Arts Commission COUNCIL COMMITTEES:
❑ Building ❑ M&O
❑ Airport ❑ Finance
❑ Cemetery ❑ Mayor
❑ Hearing Examiner ❑ Municipal Serv.
❑ Finance ❑ Parks
❑ Human Services ❑ Planning & CD
❑ Fire ❑ Planning
❑ Park Board ❑Public Works
❑ Legal ❑ Police
❑ Planning Comm. ❑ Other
❑ Public Works ❑ Human Resources
❑ Information Services
Action:
CommitteeApproval: ❑Yes ❑No
Council Approval: ❑Yes ❑No
Call for Public Hearing
Referred to Until
Tabled Until
Councilmember: Backus
Staff: Coleman
Meetin Date: Jul 6, 2009
Item Number: VI11.6.1
AUBURN *MaRE TxAN Yov IMAGrNEn
RESOLUTION NO. 4 4 9 7
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE AN AGREEMENT
BETWEEN THE CITY OF AUBURN AND PRINCIPLED
SOLUTIONS FOR CONSULTING SERVICES
WHEREAS, the City desires to retain a consultant to serve as a
government relations representative before various governmental agencies and
political subdivisions on issues that may impact the City, which may include
such items as a public facilities district; and
WHEREAS, Principled Solutions is willing and able to perform these
services at a cost that is acceptable to the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Section 1. Purpose. The Mayor of the City of Auburn and the
Auburn City Clerk are hereby authorized to execute a Government Affairs
Consulting and Non-Disclosure Agreement between the City of Auburn and
Principled Solutions for consulting services which agreement shall be in
substantial conformity with the Agreement a copy of which is attached hereto,
marked as Exhibit "A" and incorporated herein by this reference.
Resolution No. 4497
June 8, 2009
Page 1 of 2
Section 2. Implementation. The Mayor is hereby authorized to
implement such administrative procedures as may be necessary to carry out
the directives of this legislation.
Section 3. Effective Date. This resolution shall be in full force and
effect upon passage and signatures hereon.
Dated and Signed this day of , 2009.
CITY OF AUBURN
PETER B. LEWIS
MAYOR
ATTEST:
Danielle E. Daskam, City Clerk
7 AP OVE TO FOR .
~
br'a'niel B. ' , City Attorney
Resolution No. 4497
June 8, 2009
Page 2 of 2
GOVERNMENT AFFAIRS CONSULTING AND
NON-DISCLOSURE AGREEMENT
THIS GOVERNMENT AFFAIItS CONSULTING AND NON-DISCLOSURE AGREEMENT
("Agreement") is hereby made and entered into this day of , 2009, by and between
Principled Solutions ("Consultant"), a sole proprietorship under the laws of the State of Washington, with its
office located at 4229 Park Drive Southwest, Olympia, Washington 98512 and the City of Auburn. ("Client"),
an incorporated Washington city, with its office located at 25 West Main Street, Auburn, WA 9800 1-4998.
WITNESSETH:
WHEREAS, Client desires to enter into this Agreement with Consultant to define and set forth terms
and conditions for the performance by the Consultant of specific undertakings contemplated hereby and as may
be specifically set forth hereinbelow including, but not limited to, aiding, facilitating and/or supporting
Objectives that the Client may be presently progressing or is planning to develop and performing general
government affairs consulting in respect to Client Objectives;
WHEREAS, Principled Solutions is in the business of providing such services;
WHEREAS, in connection with these activities, both Client and Consultant will be providing the other
Party, respectively, with information and materials that may be of proprietary or confidential nature as may be
necessary to the performance of Consultant of contracted duties;
WHEREAS, Consultant and Client wish to evidence by this Agreement the manner in which
Consultant will provide consulting services and the way Confidential Information will be treated.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the
premises set forth hereinabove, the terms and conditions set forth hereinbelow, and other good and valuable
consideration, it is hereby agreed as follows:
Article 1. SERVICES TO BE PERFORMED BY CONSULTANT
1.1 Scope of Services. The Consultant is retained and appointed to represent the Client and to provide the
following services: •
(a) Serve as lead government relations representative for the Client before the Office of the
Governor of the state of Washington, the Washington State legislature, Washington State
agencies, other local governments, and any other political subdivision which may impact the
Client;
(b) Attend legislative committee hearings and other meetings, present testimony to such committees
and represent Client in meetings with elected officials, their staff and other special interest
groups;
(c) Work with Client to develop clear goals and priorities for government relations activities and
aspire to achieve C1ienYs desired objectives;
(d) As necessary, draft legislation and amendments as well as issue/position statements for Client;
(e) As desired and needed, arrange for Client to testify before committees and to meet with elected
officials and their staff, and;
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GOVERNMENT AFFAIRS CONSULTING AND NON-DISCLOSURE AGREEMENT Page 1 of 6
(f) Maintain regular communications via phone, fax and e-mail with the Client's designated contact
person or persons regarding all activities taken on behalf of Client.
1.2 Performance of Services. All services rendered by Consultant hereunder ("Services") and all work
product created thereby ("Work Product") shall meet the general parameters and other specifications
agreed by the Parties. Client's obligation to pay fees and expenses shall be met and paid on a monthly
basis by the Client as per invoices which shall be delivered by the Consultant to the Client.
1.3 Periodic Reporting. Consultant shall provide, at a minimum, monthly reports during the period of this
Agreement to the Client, represented by its Mayor. These monthly reports of Services may be in the
form of written summary, conference calls, or in person meetings as determined solely by the Client on
a month-by-month basis.
Article 2. COMPENSATION
2.1 Consulting Fees. For the purposes.of this Article 2, "Consulting Fees" shall mean and be deemed to
include the Monthly Retainer Fee (as provided under Paragraph 2.2) and Expenses (as provided under
Paragraph 2.3), plus any Interest (as provided in Paragraph 2.4).
2.2 Monthly Retainer Fee. The Consulting Fees accrued by the Consultant in respect to the performance of
Services shall be a flat retainer of Four Thousand Six Hundred and Fifty Dollars (US$4,650.00) per
month.
2.3 Incidental Expenses. (a) Irrespective of the Monthly Retainer Fee (as provided under Paragraph 2.2),
Client shall be responsible for the payment of all Incidental and other Expenses reasonably incurred by
the Consultant in respect of the performance of Services, excluding expenses normally incuned by the
Consultant in the operations and administration of its office or meals and promotional hosting. Expenses
or Incidental Expenses shall include, but not be limited to: a flat rate fee of $60.00 for proportional
cellular and long distance charges; copying, postage or fax costs; and travel expenses, including mileage
at the rate set by the IRS and reasonable lodging charges; Provided that any Incidental Expenses or
other Expenses, in order to be reimbursable, shall be expenses that the Client would legally and properly
be able to incur. All Incidental Expenses or other Expenses shall be documented by the Consultant. Any
expense exceeding $250 shall be reimbursable only if approved, in writing, prior to being incurred by
Consultant; Provided further that any Incidental Expenses or other Expenses that will exceed a total of
$500 in any one month shall be reimbursable only if approved, in writing, prior to being incurred by
Consultant.
(b) When appropriate, Expenses or Incidental Expenses incurred by the Consultant on behalf of
two or more of the Consultant's clients will be divided equally among those clients.
2.4 Monthly Invoicing; Payment Due Immediately; Interest. On a monthly basis, Consultant shall
submit to the Client an itemized invoice for all Consulting Fees accrued. Payment in respect of such
invoices shall be due and payable immediately by Client to Consultant. In the event the Client shall not
have tendered payment to the Consultant within fifteen (15) working days of the date of receipt of such
invoice, the Consultant may, at its discretion, charge interest at the rate of One and One Half (1.5%)
percent, compounded monthly, on the outstanding balance of such Consulting Fees due and payable by
Client. In addition, the Consultant shall have the right to suspend its performance of Services, without
penalty of breach on the part of the Consultant.
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GOVERNMENT AFFAIRS CONSULTING AND NON-DISCLOSURE AGREEMENT Page 2 of 6
Article 3. APPLICABLE LAW AND DISPUTES
3.1 Legal Basis and Arbitration. This Agreement is based on and shall be interpreted under the laws of
the state of Washington. All claims and disputes between the Parties relating in any way to this
Agreement, or its performance, interpretation, validity or breach, or to any subject mentioned in this
Agreement, shall be arbitrated under the commercial rules of the American Arbitration Association, in
Seattle, Washington, before one neutral arbitrator. The award of the arbitrator may be confirmed and
enforced in any court having jurisdiction.
3.2 Good Faith Resolution. The Parties shall first make a good faith effort to resolve any differences
informally within Fifteen (15) business days of the date on which one of the Parties informs the other of
the dispute. No Party may initiate azbitration proceedings until the conclusion of this period.
3.3 Remedies. (a) In the event the Consultant may owe a refund to the Client, Consultant shall deduct
such amount from the total amount due and payable as per the next and any subsequent monthly
invoices, or provide full refund within Thirty (30) business days if refund exceeds total amount of
remaining terms of this Agreement.
(b) In the event the Client may owe amounts to the Consultant, such amounts shall become due
and payable by the Client immediately and Consultant may accrue interest on such amounts as provided
in Paragraph 2.2 from the date the amounts were originally due and payable.
Article 4. LEGAL COMPLIANCE AND DISCLOSURE
4.1 Public Disclosure Commission Compliance. Consultant shall be responsible for complying with the
provisions of the Washington State Disclosure Campaign Finances Lobbying Act (Chapter 42.17
RCW) relating to lobbyist disclosure including, but not limited to, the accurate and timely filing of the
monthly Lobbyist Monthly Expense Report Form (L-2). Client shall be responsible for complying with
the provisions of the Washington State Disclosure-- Campaign Finances Lobbying Act (Chapter 42.17
RCW) relating to employer reporting and disclosure including, but not limited to, the annual Employers
of Registered Lobbyist Form (L-3). Consultant and Client agree to be mutually responsible for the filing
of the Lobbyist Registration Form (L-1) as required.
Article 5. TERM AND TERMINATION
5.1 Term of Agreement. This Agreement shall commence from and be deemed effective on the date first
set forth hereinabove and shall continue in full force and effect thereafter for so long as the Consultant
continues to perform Services for the Client in accordance with this Agreement, with a term anticipated
to be one (1) year, unless either Party provides Notice to the other under Paragraphs 52 and 9.1 of this
Agreement. .
5.2 Termination. Either Party may terminate this Agreement for any reason whatscever upon giving Thirty
(30) business days notice to the other Party. In the event of a termination, the Consultant sha11 submit a
final invoice for amounts not previously invoiced to Client specifying the Consulting Fees and Expenses
accnied up to the date of termination. This Agreement shall in no event be deemed terminated as long as
Client may owe any monies to Consultant as Consulting Fees or otherwise, and Consultant shall be
entitled to all rights and/or remedies provided hereby with respect thereto.
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GOVERNMENT AFFAIRS CONSULTING AND NON-DISCLOSURE AGREEMENT Page 3 of 6
Article 6. INDEPENDENT CONTRACTOR STATUS
6.1 Independent Contractor Status. Consultant shall at all times be deemed an independent contractor of
the Client and in no event shall Consultant be deemed an employee, agent, joint venturer, or partner of
the Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee by and between Consultant and Client and/or as creating an
exclusive arrangement between them. In this regard, Consultant shall have the right to determine the
method, details, and means of performing Services to be carried out for the Client and Client shall not
have the right to, and shall not in any manner, control or attempt to control the method, details and
means of performance by the Consultant of Services.
Article 7. CONFLICTS OF INTEREST
7.1 Consultant Representation. Consultant represents that, as of the inception date of this Agreement, it is
not aware of any conflict of interest with any other of its clients, or otherwise. In the event such a
conflict should arise, Consultant agrees to promptly disclose such conflict to Client. If the conflict
cannot be resolved in a good faith manner including, but not limited to, the hiring of a substitute
Consultant at Consultant's expense, then this Agreement may be terminated pursuant to the provisions
of Paragraph 5.2.
7.2 Similar Services to Similar Entity. Consultant will provide written notice to Client in the event that
similar services will be offered to a substantially similar entity. Consultant must obtain written approval
from Client prior to representing such entity.
Article 8. CONFIDENTIAL INFORMATION
8.1 Definition; Term of protection. All documents and other information which shall be submitted or
communicated by either of Parties within the context of this Agreement or otherwise related to the
Consultant's performance of the Services ("Information") shall remain the exclusive property of the
Party which shall have produced such Information (the "Owner") and shall be held by the other Party
(the "Recipient") in trust and treated as confidential during the period of validity of this Agreement and
after for a period extending Three (3) years from the date of termination of this Agreement.
8.2 Non-Disclosure. The Recipient of Information shall use its best efforts, within the bounds of the law, to
protect Information from disclosure to others using the same degree of care which it uses to protect its
own confidential or proprietary information of like importance, and in no event using less than a
reasonable degree of care. The Consultant further agrees that Information received by it in respect to the
performance of the Services shall be used only as expressly authorized or directed by the Client and or
as otherwise contemplated by this Agreement, and not for any other purpose. Notwithstanding the
foregoing, the Consultant may disclose Information received by it hereunder: (i) to Affiliates who agree
in advance, in writing, to be bound•by this Agreement; (ii) to employees and independent contractors
and employees and independent contractors of its Affiliates who have a need to know for the purposes
of this Agreement and who agree to protect the received Information from unauthorized use and
disclosure by and under the terms of a written Non-Disclosure Agreement; (iii) to potential vendors as
specifically approved by the Client and subject to a non-disclosure agreement between the Consultant
and the potential vendor. A Recipient shall not otherwise disclose any Information to a third party
without the prior written consent of the Owner.
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83. Exceptions. The restrictions contained in this Agreement on the use and disclosure of Information,
featuring in particular Sections 6.1 and 6.2, shall not apply to information that:
(a) Was publicly known at the time of Owner's communication thereof to Recipient;
(b) Becomes publicly known through no fault of Recipient;
(c) Was in RecipienYs possession free of any obligation of confidence or non-disclosure at the time
of Owner's communication thereof to Recipient;
(d) Is developed by Recipient independently of and without reference to any of Owner's
Information or other information that Owner disclosed in confidence to any third party; or
(e) Is rightfully obtained by Recipient from third parties authorized to make such disclosure
without restriction; or
(f) Is identified by Owner as no longer proprietary or confidential.
8.4 Mandatory Disclosure. In the event Recipient is required by law, regulation or couR order to disclose
any of Owner's Information, Recipient will promptly notify the Owner in writing prior to making any such
disclosure in order to facilitate Owner seeking a protective order or other appropriate remedy from the proper
authority, and Recipient hereby agrees to cooperate with Owner in seeking such order or remedy.
8.5 Liability and Damages. The Parties acknowledge that Information is unique and valuable and that a
disclosure in breach of this Agreement will result in irreparable injury to Owner for which monetary damages
alone would not be an adequate remedy. Therefore, the Parties agree that in the event of a breach or threatened
breach of this Article 8, the Owner shall be entitled to specific performance, and injunctive and other equitable
relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such
relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
Article 9. GENERAL PROVISIONS
9.1 Notices. Any notices to be given hereunder by any party to another party may be effected by personal
delivery, in writing, by registered or certified mail (prepaid postage with return receipt requested), or by
overnight delivery service. Date of actual receipt of notification shall be deemed to be the effective date for such
notice. Addresses listed in the first paragraph of this Agreement shall be deemed to be the proper delivery
address for all notices unless communicated in writing to both parties during term of Agreement.
9.2 Assignment. Neither Party may assign this Agreement nor any portion hereof, except to an Affiliate or
successor in interest, without the prior written consent of the other.
9.3 Entire Agreement; Waivers. This Agreement constitutes the entire agreement and understanding
between the parties with respect to the subject matter hereof, and no other agreements, understandings, or
representations or discussion of any kind shall be deemed incorporated unless expressly set forth herein. Any
modification of this Agreement will be effective only if it is in writing and signed by the party to be charged.
Any delay or forbearance by either party in exercising any right hereunder shall not be deemed a waiver of that
right.
9.4 Severability. If any provision of this Agreement is held by a court of law of competent jurisdiction to
be invalid, void, or unenforceable for any reason whatscever, the remaining provisions will nevertheless
continue in full force without being impaired or invalidated in any way.
9.5 Headings; References. The headings in this Agreement are inserted convenience of reference only and
shall not in any way affect the meaning of or interpretation of this Agreement. References to Paragraphs and
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GOVERNMENT AFFAIRS CONSULTING AND NON-DISCLOSURE AGREEMENT Page 5 of 6
Articles shall refer to the Paragraphs and Articles of this Agreement. The words "herein", "hereinabove",
"hereinbelow", and words of similar import shall be deemed references to the several provisions of this
Agreement. '
9.6 Survival. Any covenants intended to be performed subsequent to the termination of this Agreement
along with any representations and warranties made herein shall survive the termination of this Agreement,
featuring in particulaz warranties related to confidentiality and non-disclosure of Information. This agreement
shall be binding upon and inure to the benefit of the parties, their successors and assigns.
9.7 Legal Fees. In the event of litigatioln arising out of the performance of this Agreement, the prevailing
party shall be entitled to an award of its reasonable attorneys' fees and costs.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the day and year first written
above.
Consultant:
Principled Solutions
By:
Thomas S. Dooley, Its President
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Client:
City of Auburn
By:
Pete Lewis, Its Mayor r"'
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