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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 Si9ned this day of 2009.
CITY ~
PETER . LEWIS
MAYOR
ATTEST:
~
Da ' Ile E. Daskam, City Clerk
AP OVE TO FOR . ~
aniel B. ' , City Attorney
Resolution No. 4497
June 8, 2009
Page 2 of 2
GOVERNMENT AFFAIRS CONSULTIING AND
NON-DISCLOSURE AGREEMENT
This Government Affairs Consulting and Non-Disclosure Agreement ("Agreement") is hereby made and
entered into this 1' Day of June, 2008, by and between Principled Solutions ("ConsultanY'), a sole
proprietorship under the laws of tle State of Washington, with its office located at 4229 Park Drive
Southwest, Olympia, Washington 98512 and the City of Auburn. ("C1ienY'), an incorporated Washington city,
with its office located at 25 West Main Street, Auburn, WA 98001-4998.
WTTNESSETH:
WHEREAS, C(ient 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 perfora►ing general
govemment affairs consulting in respect to Client Objectives;
WHEREAS, Principled Solutions is in the business of pmviding such services;
WIiEREAS, in connection with these activities, bvth 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
necassary 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 consultiug services and the way Confidential Information will be treated.
fOW, 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 CONSIJLTANT
1.1 Scope of Services. The Consultant is retainad and appoirrted to represesnt the Client and to provide
the following services:
(a) Serve as lead government relations representative for tha Client befare the Offica of tha
Govemor of the state of Washington, the Washington State legislature, Washington State
agencies, other local govemruents, and any other poiitical subdivision which may impact the
Client;
(b) Attend legislative committee hearings and other meetings, present testimony to such
committees and represent Client in mestings with elected officials, their staff and other
spacial interest groups;
(c) Work wiffi Client to develop clear goals and priorities for government relations activities and
aspire to achieve Clieat's desired objectives;
(d) As necessary, draft legislation and amendments as well as issueJposition 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 CONSUL''IIdG AND NON-DISC[ASURE AGREEI'f Pa9e 1 of 6
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( fl Maintain regular communications via phone, fax and e-mail with the Client's designated
contact person or persons regazding all activities taken on behalf of Client.
t.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. ClienYs obligation to pay fees and expenses shall be met and paid on a
mouthly 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 Agrcement 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.
Articie 2. COMPENSATION
2.1 Consalting 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 23), Plus any Interest (as provided in Paragraph 2.4). ,
2.2 Monthty Retainer Fee. The Consulting Fees acctued by the Consultant in respect to the
performance of Services shall be a flat retainer of Fow Thousand Dollars (US$4,000.00) per month.
2.3 Iucidental Ezpenses. (a) Irrespective of the Monthly Retainer Fee (as provided under Paragaph
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
incurned by the Consultant in the operations and administrntion of its office. Expenses or Incidental
Expenses shall include, but not be limited to: a flat rate fee of $60.00 for groportional cellular and
long distance charges; copying, postage or fax costs; travel expenses, including miloage at the rate set
by the IltS and reasonable lodging charges; and, reasonable meals and pmmotional hosting. All
expenses which excced Twenty-Five Dollars (US$25.00) shall be documented by the Consuttant
Any expense exceeding $250 shall be reimbursable only if approved, in writing, prior to being
incurred by Consultant.
(b) When appropriate, Expenses or Incidental Expenses incurned by the Consultant an behalf
of two or more of the Consuhant's clients will be divided equally among thosa clients.
2.4 Monthly Invoicing; Payment Dae Immediately; Interest On a monthly basis, Consultant shall
submit to the Client an itemiud invoice for all Consutting Fees accrued. Payment in respect of such
invoices shall ba due and payable immediately by Client to Consultant. in the event the Client shall
not have tendered paymern to the Consultant within fifteen (15) working days of ttie date of neceipt 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, tfie Consultant shall have the right to suspend its performance of
Services, witfiout penalty of breach on the part of the Consultant
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Article 3. APPI.ICABI.E LAW AND DISPUTES
Legal Basis and Arbitration. This Agreement is based on and shall be interpreted nnder the laws of
the state of Washington. All claims and disputes between the Parties relating in any way to this
Agceement, 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 neutra.l 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 tha dispute. No Party may initiate arbitration proceeciings until the conclusion of this period.
33 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 rafund 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 COMPI.IANCE AND DISCLOSURE
4.1 Public Disclosure Commission Compliance. Consultant shall be responsible for complying with
the provisioas of the Washington Public Disclosure Act (Chapter 42.17 RCV) relating to lobbyist
disclosure including, but not lunited to, the accurate and timely filing of the monthly Lobbyist
Monthly Expense Report Form (Ir2). Client shall be responsible for complying with the provisions
of the Washington Public Disclosure Act (Chapter 42.17 RCV) relating to employer reporting and
disclosure including, but not limited to, the amnual Employers of Registared Lobbyist Form (L-3).
Consuhant and Client agree to be mutually responsible for the filing of the Lobbyist Regishxtion
Form (L-1) as required.
Article 5. TERM AND TERMiNATION
5.1 Term of Agreement This Agreement shall commence from and be deamed 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 dus A$c+eement, with an
initial, mininnum term anticipated to be at least one (1) year. The Parties understand that this
Agreement will automatically renew for successive years after the initial, minimum term unless either
Parly providos Notice to the other under Paragraphs 52 and 9.1 of this Agreement
5.2 Termination. Either Pazty may terminate this Agreement for any reason whatsoever upon giving
Thirty (30) business days notice to the other Party. In the event of a termination, the Consuttant shall
submit a final invoice for amounts not previously invoiced to Client specifying the Consulting Fees
and Expenses accrued ap 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
Consuttant shall be entitled to all rights and/or remedies providod hec+eby with re.spect therato.
Article 6. INDEPENDENT CONTRAGTOR STATUS
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6.1 Independent Contractor 5tatas. Consultant shall at all times be deemed an independent conttactor
of the Client and in no event sha11 Consultant be deemed an employee, agent, joint venturer, or
parlner 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 amangement between them. In this regard, Consultant shall have the right to
detecmine the method, details, and means of performing Services to be carried out for the Client and
Client shal( not have the right to, and shall not in any manner, control or attempt to control the
method, details and means of parformance by the Consultant of Sarvices.
Article 7. CONFLICTS OF INTEREST
7.1 Consaltant 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 Ctient in the event tha#
similar services will be offered to a substantially similar entity. Consultant must obtain written
approval from Client prior to represonting such entity.
Article 8. CONFIDENTIAL INFORMATTON
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 aaherwise related to the
Consultant's performance of the Services ("Information") shall remain the exclusive praperty of the
Party which shall have produced such Information (the "Ownei") and shall be held by ths othei' Parh'
(the "Recipient") in trust and treated as confidential during the period of validity of this Agreement
and after for a period extending Three (3) Yesars from the date of tennination of dus Ag,raement.
8.2 Non-Disclasure. The Recipient of Information shall use its best efforts to protect Information from
disclosure to others using the same degrce of care which it uses to protect its own confidential or
proprietary information of like importance, and in no gvent using less than a reasonable degree of
care. The Consultant fiuther agrees that Information received by it in respect to the performance of
the Services shall be used only as expressly authoriz,ed or directed by the Ciient and or as otherwise
contemplated by this Agreement, and not for any other purpose- Notwithstandin8 the foragoing, 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 contiactors and
employees and independent coittractors of its Affiliates who have a neod to know for the purposes of
this Agreement and who agree to protect the received Liforniation from unauthorized use and
disclosure by and under the terms of a written Non-Disclosure Agireement; (ni) to potential vendors
as spacifically 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.
83. Ezceptions. The restrictions coutained in this Agreement on the use and disclosure of Information,
feaiuring in particular Sections 6.1 and 6.2, shall not apply to information that:
Cliat Inicials
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GpV'E;RNMENT AFPAIRS CONStJLTIIVG AND NON-DISCLASUKE AGREEMENT PaBe 4 of 6
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(a) Was publicly known at the time of Ovmer's communication thereof to Recipient;
(b) Becomes publicly known through no fault of Recipient;
(c) Was in Recipient's 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 independendy 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
( fl Is identified by Owner as no longer proprietary or confidential.
8.4. Mandatory Disclosure. In the event Recipient is required by law, regulation or court 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 w+ith Owner
in seeking such order or remedy.
8.5. Liability and Damages. The Parties aclrnowledge that Information is unique and valuable and that a
disclosure in breach of this Agreement will resuh in ureparable injury to Owner for which monetary
daznages alone would not be an adequate remedy. Therefore, the Parties agrce 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 anticipatsd 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. GENERA,L PROVISIONS
1).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 Agrcement shall be
deemed to be the proper delivery address for all notices unless communicated in writin8 to both
parties during tec•m of Agreement.
9.2 Assignment Neither Party may assign this Agreement nor any portion hereot except to an Affiliate
or successor in interest, without the prior written consent of the other.
93 En1ire Agreement; Waivera. This Agreement constitutes the entire agreement and understanding
betR,een the parties with respect to the subject matter hereof, and no other agmments,
undgrstandings, or tBpresentations or discussion of any kind shall be deemed incorporated unless
expressly set foith 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 gsriy in exercising
any right hereunder shall not be deemsd 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 unenforce$ble for any reason whatsoever, the remaining provisions will
nervertheless continue in full force without being impaired or invalidated in any way.
9.5 Hesdings; References. The headings in this Agresment are inserted convenience of reference only
and shall nat in airy way affect the meaning of or interpretation of ttus Agreement. References to
:.onsuiteu►c Initials Ciieot Initiats
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Paragraphs and Articles shall refer to the Paragraphs and Articles of this Agreement. The words
"hecein", "hereinabove", "hereinbelow", and words of similaz import shall be deemed references to
, the several provisions of this Agreement.
9.6 Snrvival. 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
Ageement, 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 Fces. In the event of litigation arising out of the perfotmance of this Agreement, the prevailing
party shall be entitled to an awazd of its reasonable attorneys fees and costs.
IN WITNESS WHEREOF, t6e Partie.g have signed this Agreement as of the day and year 5rst written
above.
Consultant:
Prin¢ipled Solutions
BY:
rno
Client:
City of Aubnrn
Pete Lewis, Its Mayor
;0aw,trant tnidab cticnc Inib&
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