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2012-248FILE REFERENCE FORM 2012-248 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials First Amendment to Contract [ori inal is attached] 09/25/14 JR s:llegallour documentslordinances112�focused advocacy ord.docx ORDINANCE NO. 2012-24g AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTIVE A PROFESSIONAL SERVICE AGREEMENT TO ASSIST THE CITY OF DENTON 1N ADVANCING ITS STATE LEGISLATIVE PROGR.AM, ASSIST COUNCIL AND STAFF 1N ADDRESSING PROPOSED LEGISLATION, AND MAKE THE CITY AWARE OF ANY LEGISLATIVE OR ADMINISTRATIVE 1NITIATIVES BELIEVED TO BE DETRIMENTAL TO THE 1NTEREST OF TE CITY; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the professional services provider (the "Provider") mentioned in this Ordinance is being selected as the most highly qualified on the basis of demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service agreement with Focused Advocacy, LLC to provide legislative consulting services to the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The findings in the preamble of this Ordinance are incorporated herein by reference. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. �`t PAS SED AND APPROVED this the �� day of /%Z , 2012. ATTEST: JENNIFER WALTERS, CITY SECRETARY , BY: s:llegallour documentslordinances1121focused advocacy ord.docx APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r BY: " � � _ --- � Page 2 s:llegallour docutnentslcontracts1121focused advocacy.doc A�reement for Le�isIative Reuresentation This Agraement, made this / y�` day of , 2012, by and between the City of Denton, a municipal corporation, hereinafter referred to as the "City," its electric utility, Denton Municipal Electric (DME), herainafter refei�ed to as "DME," and Focused Advocacy, 832 Congress, Ste. 200, Austin, Texas, hereinafter referred to as "Consultant". WITNES SETH WHEREAS, The City of Denton (City), and its electric utility, Denton Municipal Electric (DME), wish to enter into an agreement with Focused Advocacy (Consultant) for legislative representation at the Texas State Government level to assist the City in advancing its State Legislative Program, assist council and staff in addressing proposed legislation, malce the City aware of any legislative or administrative initiatives believed to be detrimental to the interests of the City, augment the City's existing relationship with key legislatoxs and policy administrators, and maintain a high level of effective advocacy with the legislative and executive branches of the state government; and WHEREAS, Consultant has professional staff experienced and qualified to provide and perform the services desired by City as set forth hereinabove; NOW, THEREFORE, and in consideration of the terms, covenants and conditions herein contained, the pai�ties hereto do n�utually agree as follows. ARTICLE 1, The City will contract with the Consultant fox the service specified herein for the period commencing October 1, 2012 and ending September 30, 2014, This contract shall have a texm of two (2) years cozntnencing on October 1, 2012, and may be extended for not more than one (1) additional two (2) year term upon the prior written agreement of the parties. The City will not be responsible for any additional expenses incurred by the Consultant, with the exception of travel costs requested and authorized by the City, These reimbursable costs are not to exceed Three Thousand Five Hundred Dollars ($3,500) annually, for a contract total of Seven Thousand Dollars ($7,000). Reimbursable costs include the following. Costs incident to travel outside Austin shall be reimbursed to the Consultant upon submission of its invoice to the City. It is understood that travel is to be pre- authorized by the City. 2. Costs for the following items which exceed the allocation for snch items in the Agreement cost shall, when authorized by the City, be reimbursed to the Consultant upon presentation of an invoice: a) Printing and graphics, b) Supplies, s:Uegal\our documentslcontracts\12\focused advocacy.doc c) Rental of ineeting facilities, catered meals and other meeting expenses. ARTICLE 2, The City and the Consultant shall have the right to terminate this Agreement upon 30 days' written notice, ARTICLE 3. The City will pay the Consultant Eleven Thousand One Hundred Sixty-six Dollars ($11,166) per month, for a total of One Hundred Thii�ty Foi.0 Thousand Dollars ($134,000) annually, for a contract total of Two Hwidred Sixty Eight Thousand Dollars ($268,000), fox the specified services, Payments will be sent monthly. ARTICLE 4 The parties agree that the Consultant shall perform the following services: 1. The Consultant will operate a unit to act as an Austin Off'ice for the City and furnish requisite staff, office space, utzlities, fiirnishings, equipment, secretarial services, common use office supplies and services, and general administrative suppoi�t, 2. The Consultant will provide advice, counsel, and intervention to the City with �•egaz•ds to the City's relationship and interaction with the Texas State Legislature, including lcey Legislative committees, the Governor's Office, and the lcey state administrative agencies, which the City interface with, The Consultant will t��acl�, moniior, and report on every individual bill that impacts the City, either directly or indirectly. The consultant will employ a variety of techniques to monitor and tracic bills, including sophisticated computer softwa�e, electronic notiiication systems and visits with legislatoxs and their staff. The Consultant will naake the City ware of every piece of legislation, every amendment and every proposal that affects the City. 4. The Consultant will provide advance notice to the City of every public hearing related to any bill that impacts the City. 5, The Consultant will analyze and suxnmarize any legislation that affects the City, including, but not limited to, any revenue impacting legislation, water legislation, land use legislation, or transportation legislation that affects municipal entities; and t�vill produce written memoranda and reports for the City, as appropriate. 6. The Consultant will assist the City in supporting the authorization of innovative funding concepts to complete I-3 5E, as designed, in 5-7 years; and will assist the Page 2 of 9 s:llegallour documentslcontracts1121focused advocacy.doc City in continuing to support the authority of TxDOT to execute Public-Private Partnership agreements with a private sector contractor. 7, The Consultant will provide legislative analysis on a weelcly basis in the format choice of the City: written repo�-ts, conference calls with City staff, zn private meetings or any other method thai is agreeable to the City and Consultani. 8, The Consultant will directly intervene in the legislative and regulatory process on matters that affect the City, Activities may involve communicating with members of the Legislature and their staffs, conduciing complex negotiations, identifying opportunities fox the City to testify on important matters, and develop collateral materials to support the City's positions. 9. The Consultant will also do the following as needed: draft legislation and amendments; identify and secure the most effective House and Senate bill sponsors; identify funding opportunities; represent the City during planning and negatiating sessions; prepare testimony for City representatives to deliver before legislative committees; ar�ange meeting between City representatives and selected legislators, and prepare briefings for these meetings; research relevant staie laws and administrative rules; advocate before the Governor, Lieutenant Governor and Spealcer of the House; advocate before relevant comznittee chairs in both the Senate and the House; maintain relationships with key staff in both chambers; and maintain strong relationships with lcey state regulatory agencies. 10, The Consultant will prepare bacic-up strategies and alternative Iegislative vehicles as naeded to accomplish the City's legislative goals. 11, The Consulfant will immediately notify the City in writing when a conflict of interest occurs hetween one of the Consultants other clients and the legislative goals and interests of the City. 12. No Conflicts of Interesi Assurance: In order to ensure the ability to fully represent the City's interests, the Consultant will resolve any conflict of interest, with a private sector entiiy or client, in favor of the City, 13. During the interim period when the Texas Legislature is not in session, the Consultant will monitor interim committee studies, attend appropriate committee hearings and communicate regularly with key legislators and staff on issues of interest to the City, 14. During the interim period when the Texas Legislature is not in session, the Consultant will monitor interirn activities closely, report bacic to the City and assist as needed to preempt the development of ideas that are detrimental to the City's legislative goals. 15, During the inierim pei7od when the Texas Legislature is not in session, the Consultant will monitor all major state administrative and regulatory agencies and Page 3 of 9 s:llegal\our documentslcontractsU2lfocused advocacy.doc advise tk�.e City of any proposed administrative rules that may affect the City or its legislative goals. 16. During the interim period when the Texas Legislature is not in session, the Consultant will assist the City in developing its State Legislative Program prior to the start of the next regular session of the Texas Legislature, 17. The Consultant shall worlc under the policy direction of the Denton City Council, and be administratively responsive to the City Manager, City Attorney and staff coordinating legislative — intergovernmental relations, The Assistant City Manager for Development, or his designee, shall be the designated administrator of this Agreement. Curtis Seidlits, Snapper Carr and Brandon Agharnalian are deemed essential personnel for the Consultant as pai�t of this contract. If one or all of these individuals are no longer able to service this contract, the City, at its discretion, rxaay ianmediately terminate the remaining term of the cont�act by providing written notice as set %rth in Article 2 herein, ARTICLE 5. In addition to the seivices provided to the City, the Consultant will also provide the same scope of services outlined in Article 4 of this agreement for DME, It is understood and agreed that DME requires an additional level of services and constitutes an expanded scope of services beyond the representation of the City of Denton's regular legislative representation. As part of the Consultant's repr•esentation of DME, the Consultant agrees to provide, but not limited to, the following specific services; 1. Any legislation related to implementation of a new wholesale marlcet design based on locational marginal pricing theory (often re%rred to as LMP or a ":nodal" design}, which could significantly increase the price to consumers of electricity in the DFW area over those same costs in other areas of the state, 2. Any legislation related to efforts to extend, re-enact, or otherwise impose any university discount, or to expand its applicability to other entities. 3. Any legislation related to providing any mandatory discount to any electric xatepayer or class of ratepayers. 4. Any legislation that imposes limits on a municipal electric utiliiy's ability to utilize its facilities to support new technologies, such as delivery of broadband services over electric distribution lines, etc. 5, Any legislation related to imposition of limits on a municipal utility's ability to charge for such things as attachments to its poles by other utilities. Page 4 of 9 s;llegal\our documentsicontractsU2\focused advocacy.doc 6, Any legislation to wealcen the ability of municipal utilities to znaintain the conf'identiality of issues; such as the terms of individual wholesale power purchase contracts. 7. Any lagislation that imposes further deregulation of municipal electric utilities or any legislation that requires that Municipally Owned Utilities (MOU) to opt-in to deregulation. 8. ,Any exemptions relating to sales tax from any energy device. 9. Any legislative relating to the regulation and governing bodies of independent organizations that govern power regions. 10, Any legislation pei�taining to changes, whether state or local, regarding the oversight of MOUs, 11. Any legislation affecting Electric Reliability Council of Texas (ERCOT) representation. 12. Any legislation that require retail water and/or utility services to adopt an emergency preparedness plan for use during a local power outage. 13. Any legislation relating to establishing a carbon dioxide "cap and trade" program vis-�-vis the Regional Greenhouse Gas Initzative, 14. Any legislation regarding low interest energy efficiency improvement loans, 15. Any legislation relating to the goal of installing additional capacity for generating renewable energy. 16. Proposed legislation that may impact a MOU's ability, adversely or otherwise, to build transmission or distribution power lines or associated substations, 17. Any legislation relating to the use of advanced nnetering technology. J.8, Any legislation relatiiig to air quality, including ihe capture and storage of carbon diaxide. 19, Any legislation relating to immunity of the state and state agencies and employees of the state and state agencies from suit by certain public entities. 20, Full representation of DME's interests during the Sunset Commission Reviews of the Texas Public Utility Commission (PUC} and Electric Reliability Council of Texas (ERCOT), Page S of 9 s;\legallour documentslcontracts\121focused advocacy,doc 21, Full representation of DME's interests during all legislative hearings and meetings, including but not linnited to, the Senate Business and Commerce, and State Affairs Committee study charges related to municipally owned utilities. 22. Assist in educating a111egislative, regulatory and policy leaders on electric utility issues of importance to DME. 23, Work with a11 stalceholder groups and interests on electric utility matters to ensure that DME's interests and positions are advanced. 24. Preparation of issue papexs and repo�ts for legislators and staff. 25. Communicating with the General Manager o� DME, or the Executive Manager of DME regarding strategy and issues. 26, Meeting with the Denton Ciiy Council and/or the Denton Public Utilities Board in Denton, Texas, as requested, to provide advice, recommendations, and guidance regarding DME's legislative plans, strategies, and other related issues. ARTICLE 6. 1. The Consultant shall perform all services as an independent contractor not under the direct supervision and control of the City, Nothing herein shall be constiued as creating a relationship of employer and employee or joint venture between the pai�ties, 2, The City and Consultant agree to cooperate in the defense claims, actions, suits, or proceedings of any lcind brought by a third pai�ty which may result from or directly or indirectly arise from any breach of the Consultant's obligations under this agreement. In the event of any litigation or claim urxder this Agreement in which the City is joined as a party, Consultants shall provide competent legal counsel to defend City and Consultant against such claim, provided that Consultant shall have the righi to proceed with the competent legal counsel of its own choosing. 3. The Consultant agrees to defend, indemnify, and hold ha.rmless the City and all of its of�cers, agents, servants, and employees against any all such claims to the extent of coverage by Consultant's commercial liability policy. The Consultant agrees to pay all expenses, including, but not limited to attorney's fees, costs of court, reasonable expenses, and satisfy all judgments, which may be incurred or rendered against the Consultant's commercial liability insurance policy, Nothing herein constitutes a waiver of any rights or remedies the City may have to pursue under either law or equity, including, without limitations, a cause of action for specific performance or for damages, a loss to the City resulting from Consultant's negligent ei�rors or omissions, or breach of conhact, and all such rights and rennedies are expressly resexved. Page 6 of 9 s:llegal\our documentslcontractsU2\focused advocacy.doc 4. The Consultant shall maintain and shall be caused to be in force at all times during the te�nns of this Agreeznent, a legally binding policy of commercial liability insurance, with a rating of at least A- with Best Rated Carriers. Such coverage shall cover any claim hereunder occasioned by the Consultant's negligent professional act and/or error or omission, in an amount not less than $500,000 combined single limit coverage occur�•ence. In the event of change or cancellation of the policy by the insurer, the Consultant herby covenants to forthwith advise the City thereof; and in such event, the Consultant shall, prior to the effective date of change or cancellation, serve substitute policies furnishing the same coverage. The Consultant shall provide a copy of such policy or the declarations page of the policy or a certificate of insurance, whichever is reasonably satisfactoiy, to the City tluough its City Manager simultaneously with the execution of this Agreement, Consultant's insurance policies, through policy endorsement, shall include wording v�hich states that the policy shall be primary and non-contributory with respect to any insurance carried by the City, The cei�tificate of i�surance must reflect that the above wording is included in evidenced policies. ARTICLE 7, This Agreement constitutes the complete and final expression of the agreement of the pai�ties, No oral statement of any person shall modify or otherwise change or affect the terms, conditions or specifications stated in this agreement, All change orders to the Agreement will be made in writing by the City and approved by the City Council, ARTICLE 8, The Consultant covenants and agrees that its officers, employees, and agents will have no interest, including personal financial intexest, and will acquire no interest, eiiher directly or indirectly, which will conflict in any manner with the performance of the services called for under this agreement. No off cer or employee of the City shall have a financial interest, direct or indirect, in any contract with the City, or be financially interested, directly or indirectly, in the sale to the City of any land, materials, supplies or services, except on behaLf of the City or in compliance with the provisions of the City of Denton's Personnel Policies and Procedures Manual, Any violation of this provision sha11 render this Agreement voidable at the discretion of the City. ARTICLE 9, The Consultant shall comply with all applicable local, state and federal laws, i-ules and regulations. Page 7 of 9 s:llegallour documentslcontracts\I2lfocused advocacy,doc ARTICLE 10, A11 notices, communications and reports required or permitted under this Agreement shall be persanally delivered or mailed to the respective parties by depositing same in the United States rnail to the address shown below, certified znail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of tl�ree (3) days' mailing To Ciiv John Cabrales Assistant City Manager 215 E. McI�inney Denton, TX 76201 To DME: Mi1�e Grim Executive Manager Denton Municipal Electric 1659 Spencer Road Denton, TX 76205 .ARTICI,E 11. To Consultant: Snapper Carr Focused Advocacy 823 Cangress, Ste. 1200 Austin, TX 78701 This Agreezxient shall be governed by the laws of the State of Texas, venue and jurisdiction of any suit or cause of action arising under this agreement shall lie exclusively in a court of competent jurisdiction sitting in Denton County, Texas, ARTICLE 12. Consultant shall not assign or transfer any interest in this Agreement (whether by assignment, transfer, novation or otherwise) without the prior written consent of the City. IN WITNESS HEREOF, the City of Denton, Texas, has caused this Agreement to be executed by its duly authorized City Manager nd Consultant has executed this Agreement through its duly authorized President, dated this � day of ��8�a 2012. CITY OF DENTO AS GE RG C, CAMPBELL CITY MANAGER Page 8 of 9 s:llegallour documentslcontractsU2\focused advocacy.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY BY. �. AP VED AS LEGAL FORM; ANITA BURGESS, CITY ATTORNEY BY; � FOCUSED VOCACY,LLC SNAPPER RR Page 9 of 9 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT T�Y �i�1CD L��'T''��F�l� THE CITY ��T' T�i]'»P'��J T��::�.�� _.�.�.� _.��. AND FOCUSED ADVOCACY, LLC jFILE NO. 45761 THIS FIRST AMENDMENT TO CONTRACT (hereafter the "First Amendment") to that certain Contract by and between the City of Denton, Texas and Focused Advocacy (hereafter the "Agreement") in the original not-to-exceed amount of $268,000, which was heretofore executed on September 18, 2012, and was approved within the authority of the City of Denton City Council; and said Agreement was heretofore entered into by and between the City of Denton, Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter the "CITY"); and the firm of Focused Advocacy with its offices at 823 Congress Avenue, Suite 200, Austin, Texas 78701; and The original Agreement provided for one (1) two-year extension from October 1, 2014 through September 30, 2016 as is contained in the attached Exhibit 1. NOW THEREFORE, the CITY and Focused Advocacy. LLC (hereafter collectively referred to as the "Parties"), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement by increasing the overall compensation amount by ten ( l 0�percent, to wit: 1. The provisions of Article 3 are hereby amended to add the additional language as follows, to wit: The City will pay Focused Advocacy a total of One Hundred Forty Seven Thousand Four Hundred Dollars ($147,400) annually, for a two (2) year contract total of Two Hundred Ninety Four Thousand Eight Hundred Dollars ($294,800). 2. The Parties hereto agree, that except as specifically provided for by this First Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in both the Agreement and now the First Amendment shall be, and will remain in full force and effect. IN WIT'NESS WHEREOF, the City of Denton, Texas and Focused Advocacy, have each executed this First Amendment in two (2) original counterparts, ��r �� through h�c.r ��ave duly authorized representatives and officers on this th�: � m� ��w� daY ��µ" � �. � �m� 2014. 1 "CITY" CITY OF DENTON, TEXAS A Texas Municipal �'c��•��;��t�c�� „��, „�� , ,�"'� ��" „�° � �d�� " � � By: �� m�,� � �" �� "�"� ��^�,�,w.....� � ' � [a��,�C��1 C. �",�'11V�E�� i ��.�, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY B � ;� . Y �� ... �?"�_� � � �,�� _ .��. ��E'}�.� ��:1::� A�:�� TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r, _ �� ,� � �.._...... „��` p • "� �° �1 • �A 4� B� .........._� . .. _. �.......,,�vmu^"',....�.�.�.�.�.�.�....,.,.��.��,.. ATTEST: : FOCUSED ADVOCACY, LLC � �� V,� BY� . ..W�� "��°��'ry� � � ..... ......��'�� A�.J f`�� .��:�� `��'.l"��TURE, ��`l'�_,�� 2 puuumo IIII , ��If V�W imuu� uu August 24, 2014 Mr. George Campbell City Manager City of Denton � ..r�� b ,,,� � u I� r i � � r r „ � � �� ry� . yY�(�d jt� �� 9/� � ��1 ��'?�.��.�,� D�U,.e.. � � � % i % � % � ��' Ij� �� I% � / I�J I� � ��j � � / r % �/ 1'/ � � / /� �� / / � / I/ / / i� i. % � i% I� "i %/ i VIA EMAIL Re: Request for Renewal and Cantract Pric� Adjustment by Focused Advoeacy, LLC. Dear Mr. Campbell: Thank you for oppnrtunity to work with and represent the City of Dentan and Denton Municigal Electxic. We truly cherish the ability ta wark with such outstanding entities. As yau know our contract for both the City and DME is up for renewal consideration per the terms of our existing agreement. We would respectfully request that our contract be extended per the allawable terms of our existing agreement, so we can continue to fully represent the City and DME. In addition our existing contract allows us to request slight compensation increases or adjustments as mutually agreed upon. 1lVe would l�ke to ask you to consider increasing our overall compensation amQUnt hy 10%. This increased compensation would help us co�er significant increases in our monthly overhead that have occurred since our original agreement was executed. Specifically, our downtown office space and con%rence facilities that we maintain for the benefit and use of our clients have seen a dramatic increase in rent during the past 3 years. The City of Denton and DME have utilized these facilities on numerous occasions and we want to maintain them for your future use as well. Additionally, we have expanded our scope of services to included advising the City on public relations matters, economic development dealings, and local palitical affairs. Finally, it is worth noting we have never requested or received an increase in our o�erall compensation with the City or DME since the inception af our original agxeement. We are hopefui yau will find these facts justify the increase we are requesting. Thank you in advance for your consideration of this request and please feel free to contact rne with any questions. Respectfully, � r � ��,� ��,��w� �� ._ � � �� Snapper I.,. Carr Partner & General Counsel 8Z3 CDNGR6S5 AVBNUE, ST6. 20O • AusT[N, Tsxns 78701 • 1NFOC8FOCUSEDADVOCACY.COM s:llegallour docutnentslcontracts1121focused advocacy.doc A�reement for Le�isIative Reuresentation This Agraement, made this / y�` day of , 2012, by and between the City of Denton, a municipal corporation, hereinafter referred to as the "City," its electric utility, Denton Municipal Electric (DME), herainafter refei�ed to as "DME," and Focused Advocacy, 832 Congress, Ste. 200, Austin, Texas, hereinafter referred to as "Consultant". WITNES SETH WHEREAS, The City of Denton (City), and its electric utility, Denton Municipal Electric (DME), wish to enter into an agreement with Focused Advocacy (Consultant) for legislative representation at the Texas State Government level to assist the City in advancing its State Legislative Program, assist council and staff in addressing proposed legislation, malce the City aware of any legislative or administrative initiatives believed to be detrimental to the interests of the City, augment the City's existing relationship with key legislatoxs and policy administrators, and maintain a high level of effective advocacy with the legislative and executive branches of the state government; and WHEREAS, Consultant has professional staff experienced and qualified to provide and perform the services desired by City as set forth hereinabove; NOW, THEREFORE, and in consideration of the terms, covenants and conditions herein contained, the pai�ties hereto do n�utually agree as follows. ARTICLE 1, The City will contract with the Consultant fox the service specified herein for the period commencing October 1, 2012 and ending September 30, 2014, This contract shall have a texm of two (2) years cozntnencing on October 1, 2012, and may be extended for not more than one (1) additional two (2) year term upon the prior written agreement of the parties. The City will not be responsible for any additional expenses incurred by the Consultant, with the exception of travel costs requested and authorized by the City, These reimbursable costs are not to exceed Three Thousand Five Hundred Dollars ($3,500) annually, for a contract total of Seven Thousand Dollars ($7,000). Reimbursable costs include the following. Costs incident to travel outside Austin shall be reimbursed to the Consultant upon submission of its invoice to the City. It is understood that travel is to be pre- authorized by the City. 2. Costs for the following items which exceed the allocation for snch items in the Agreement cost shall, when authorized by the City, be reimbursed to the Consultant upon presentation of an invoice: a) Printing and graphics, b) Supplies, s:Uegal\our documentslcontracts\12\focused advocacy.doc c) Rental of ineeting facilities, catered meals and other meeting expenses. ARTICLE 2, The City and the Consultant shall have the right to terminate this Agreement upon 30 days' written notice, ARTICLE 3. The City will pay the Consultant Eleven Thousand One Hundred Sixty-six Dollars ($11,166) per month, for a total of One Hundred Thii�ty Foi.0 Thousand Dollars ($134,000) annually, for a contract total of Two Hwidred Sixty Eight Thousand Dollars ($268,000), fox the specified services, Payments will be sent monthly. ARTICLE 4 The parties agree that the Consultant shall perform the following services: 1. The Consultant will operate a unit to act as an Austin Off'ice for the City and furnish requisite staff, office space, utzlities, fiirnishings, equipment, secretarial services, common use office supplies and services, and general administrative suppoi�t, 2. The Consultant will provide advice, counsel, and intervention to the City with �•egaz•ds to the City's relationship and interaction with the Texas State Legislature, including lcey Legislative committees, the Governor's Office, and the lcey state administrative agencies, which the City interface with, The Consultant will t��acl�, moniior, and report on every individual bill that impacts the City, either directly or indirectly. The consultant will employ a variety of techniques to monitor and tracic bills, including sophisticated computer softwa�e, electronic notiiication systems and visits with legislatoxs and their staff. The Consultant will naake the City ware of every piece of legislation, every amendment and every proposal that affects the City. 4. The Consultant will provide advance notice to the City of every public hearing related to any bill that impacts the City. 5, The Consultant will analyze and suxnmarize any legislation that affects the City, including, but not limited to, any revenue impacting legislation, water legislation, land use legislation, or transportation legislation that affects municipal entities; and t�vill produce written memoranda and reports for the City, as appropriate. 6. The Consultant will assist the City in supporting the authorization of innovative funding concepts to complete I-3 5E, as designed, in 5-7 years; and will assist the Page 2 of 9 s:llegallour documentslcontracts1121focused advocacy.doc City in continuing to support the authority of TxDOT to execute Public-Private Partnership agreements with a private sector contractor. 7, The Consultant will provide legislative analysis on a weelcly basis in the format choice of the City: written repo�-ts, conference calls with City staff, zn private meetings or any other method thai is agreeable to the City and Consultani. 8, The Consultant will directly intervene in the legislative and regulatory process on matters that affect the City, Activities may involve communicating with members of the Legislature and their staffs, conduciing complex negotiations, identifying opportunities fox the City to testify on important matters, and develop collateral materials to support the City's positions. 9. The Consultant will also do the following as needed: draft legislation and amendments; identify and secure the most effective House and Senate bill sponsors; identify funding opportunities; represent the City during planning and negatiating sessions; prepare testimony for City representatives to deliver before legislative committees; ar�ange meeting between City representatives and selected legislators, and prepare briefings for these meetings; research relevant staie laws and administrative rules; advocate before the Governor, Lieutenant Governor and Spealcer of the House; advocate before relevant comznittee chairs in both the Senate and the House; maintain relationships with key staff in both chambers; and maintain strong relationships with lcey state regulatory agencies. 10, The Consultant will prepare bacic-up strategies and alternative Iegislative vehicles as naeded to accomplish the City's legislative goals. 11, The Consulfant will immediately notify the City in writing when a conflict of interest occurs hetween one of the Consultants other clients and the legislative goals and interests of the City. 12. No Conflicts of Interesi Assurance: In order to ensure the ability to fully represent the City's interests, the Consultant will resolve any conflict of interest, with a private sector entiiy or client, in favor of the City, 13. During the interim period when the Texas Legislature is not in session, the Consultant will monitor interim committee studies, attend appropriate committee hearings and communicate regularly with key legislators and staff on issues of interest to the City, 14. During the interim period when the Texas Legislature is not in session, the Consultant will monitor interirn activities closely, report bacic to the City and assist as needed to preempt the development of ideas that are detrimental to the City's legislative goals. 15, During the inierim pei7od when the Texas Legislature is not in session, the Consultant will monitor all major state administrative and regulatory agencies and Page 3 of 9 s:llegal\our documentslcontractsU2lfocused advocacy.doc advise tk�.e City of any proposed administrative rules that may affect the City or its legislative goals. 16. During the interim period when the Texas Legislature is not in session, the Consultant will assist the City in developing its State Legislative Program prior to the start of the next regular session of the Texas Legislature, 17. The Consultant shall worlc under the policy direction of the Denton City Council, and be administratively responsive to the City Manager, City Attorney and staff coordinating legislative — intergovernmental relations, The Assistant City Manager for Development, or his designee, shall be the designated administrator of this Agreement. Curtis Seidlits, Snapper Carr and Brandon Agharnalian are deemed essential personnel for the Consultant as pai�t of this contract. If one or all of these individuals are no longer able to service this contract, the City, at its discretion, rxaay ianmediately terminate the remaining term of the cont�act by providing written notice as set %rth in Article 2 herein, ARTICLE 5. In addition to the seivices provided to the City, the Consultant will also provide the same scope of services outlined in Article 4 of this agreement for DME, It is understood and agreed that DME requires an additional level of services and constitutes an expanded scope of services beyond the representation of the City of Denton's regular legislative representation. As part of the Consultant's repr•esentation of DME, the Consultant agrees to provide, but not limited to, the following specific services; 1. Any legislation related to implementation of a new wholesale marlcet design based on locational marginal pricing theory (often re%rred to as LMP or a ":nodal" design}, which could significantly increase the price to consumers of electricity in the DFW area over those same costs in other areas of the state, 2. Any legislation related to efforts to extend, re-enact, or otherwise impose any university discount, or to expand its applicability to other entities. 3. Any legislation related to providing any mandatory discount to any electric xatepayer or class of ratepayers. 4. Any legislation that imposes limits on a municipal electric utiliiy's ability to utilize its facilities to support new technologies, such as delivery of broadband services over electric distribution lines, etc. 5, Any legislation related to imposition of limits on a municipal utility's ability to charge for such things as attachments to its poles by other utilities. Page 4 of 9 s;llegal\our documentsicontractsU2\focused advocacy.doc 6, Any legislation to wealcen the ability of municipal utilities to znaintain the conf'identiality of issues; such as the terms of individual wholesale power purchase contracts. 7. Any lagislation that imposes further deregulation of municipal electric utilities or any legislation that requires that Municipally Owned Utilities (MOU) to opt-in to deregulation. 8. ,Any exemptions relating to sales tax from any energy device. 9. Any legislative relating to the regulation and governing bodies of independent organizations that govern power regions. 10, Any legislation pei�taining to changes, whether state or local, regarding the oversight of MOUs, 11. Any legislation affecting Electric Reliability Council of Texas (ERCOT) representation. 12. Any legislation that require retail water and/or utility services to adopt an emergency preparedness plan for use during a local power outage. 13. Any legislation relating to establishing a carbon dioxide "cap and trade" program vis-�-vis the Regional Greenhouse Gas Initzative, 14. Any legislation regarding low interest energy efficiency improvement loans, 15. Any legislation relating to the goal of installing additional capacity for generating renewable energy. 16. Proposed legislation that may impact a MOU's ability, adversely or otherwise, to build transmission or distribution power lines or associated substations, 17. Any legislation relating to the use of advanced nnetering technology. J.8, Any legislation relatiiig to air quality, including ihe capture and storage of carbon diaxide. 19, Any legislation relating to immunity of the state and state agencies and employees of the state and state agencies from suit by certain public entities. 20, Full representation of DME's interests during the Sunset Commission Reviews of the Texas Public Utility Commission (PUC} and Electric Reliability Council of Texas (ERCOT), Page S of 9 s;\legallour documentslcontracts\121focused advocacy,doc 21, Full representation of DME's interests during all legislative hearings and meetings, including but not linnited to, the Senate Business and Commerce, and State Affairs Committee study charges related to municipally owned utilities. 22. Assist in educating a111egislative, regulatory and policy leaders on electric utility issues of importance to DME. 23, Work with a11 stalceholder groups and interests on electric utility matters to ensure that DME's interests and positions are advanced. 24. Preparation of issue papexs and repo�ts for legislators and staff. 25. Communicating with the General Manager o� DME, or the Executive Manager of DME regarding strategy and issues. 26, Meeting with the Denton Ciiy Council and/or the Denton Public Utilities Board in Denton, Texas, as requested, to provide advice, recommendations, and guidance regarding DME's legislative plans, strategies, and other related issues. ARTICLE 6. 1. The Consultant shall perform all services as an independent contractor not under the direct supervision and control of the City, Nothing herein shall be constiued as creating a relationship of employer and employee or joint venture between the pai�ties, 2, The City and Consultant agree to cooperate in the defense claims, actions, suits, or proceedings of any lcind brought by a third pai�ty which may result from or directly or indirectly arise from any breach of the Consultant's obligations under this agreement. In the event of any litigation or claim urxder this Agreement in which the City is joined as a party, Consultants shall provide competent legal counsel to defend City and Consultant against such claim, provided that Consultant shall have the righi to proceed with the competent legal counsel of its own choosing. 3. The Consultant agrees to defend, indemnify, and hold ha.rmless the City and all of its of�cers, agents, servants, and employees against any all such claims to the extent of coverage by Consultant's commercial liability policy. The Consultant agrees to pay all expenses, including, but not limited to attorney's fees, costs of court, reasonable expenses, and satisfy all judgments, which may be incurred or rendered against the Consultant's commercial liability insurance policy, Nothing herein constitutes a waiver of any rights or remedies the City may have to pursue under either law or equity, including, without limitations, a cause of action for specific performance or for damages, a loss to the City resulting from Consultant's negligent ei�rors or omissions, or breach of conhact, and all such rights and rennedies are expressly resexved. Page 6 of 9 s:llegal\our documentslcontractsU2\focused advocacy.doc 4. The Consultant shall maintain and shall be caused to be in force at all times during the te�nns of this Agreeznent, a legally binding policy of commercial liability insurance, with a rating of at least A- with Best Rated Carriers. Such coverage shall cover any claim hereunder occasioned by the Consultant's negligent professional act and/or error or omission, in an amount not less than $500,000 combined single limit coverage occur�•ence. In the event of change or cancellation of the policy by the insurer, the Consultant herby covenants to forthwith advise the City thereof; and in such event, the Consultant shall, prior to the effective date of change or cancellation, serve substitute policies furnishing the same coverage. The Consultant shall provide a copy of such policy or the declarations page of the policy or a certificate of insurance, whichever is reasonably satisfactoiy, to the City tluough its City Manager simultaneously with the execution of this Agreement, Consultant's insurance policies, through policy endorsement, shall include wording v�hich states that the policy shall be primary and non-contributory with respect to any insurance carried by the City, The cei�tificate of i�surance must reflect that the above wording is included in evidenced policies. ARTICLE 7, This Agreement constitutes the complete and final expression of the agreement of the pai�ties, No oral statement of any person shall modify or otherwise change or affect the terms, conditions or specifications stated in this agreement, All change orders to the Agreement will be made in writing by the City and approved by the City Council, ARTICLE 8, The Consultant covenants and agrees that its officers, employees, and agents will have no interest, including personal financial intexest, and will acquire no interest, eiiher directly or indirectly, which will conflict in any manner with the performance of the services called for under this agreement. No off cer or employee of the City shall have a financial interest, direct or indirect, in any contract with the City, or be financially interested, directly or indirectly, in the sale to the City of any land, materials, supplies or services, except on behaLf of the City or in compliance with the provisions of the City of Denton's Personnel Policies and Procedures Manual, Any violation of this provision sha11 render this Agreement voidable at the discretion of the City. ARTICLE 9, The Consultant shall comply with all applicable local, state and federal laws, i-ules and regulations. Page 7 of 9 s:llegallour documentslcontracts\I2lfocused advocacy,doc ARTICLE 10, A11 notices, communications and reports required or permitted under this Agreement shall be persanally delivered or mailed to the respective parties by depositing same in the United States rnail to the address shown below, certified znail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of tl�ree (3) days' mailing To Ciiv John Cabrales Assistant City Manager 215 E. McI�inney Denton, TX 76201 To DME: Mi1�e Grim Executive Manager Denton Municipal Electric 1659 Spencer Road Denton, TX 76205 .ARTICI,E 11. To Consultant: Snapper Carr Focused Advocacy 823 Cangress, Ste. 1200 Austin, TX 78701 This Agreezxient shall be governed by the laws of the State of Texas, venue and jurisdiction of any suit or cause of action arising under this agreement shall lie exclusively in a court of competent jurisdiction sitting in Denton County, Texas, ARTICLE 12. Consultant shall not assign or transfer any interest in this Agreement (whether by assignment, transfer, novation or otherwise) without the prior written consent of the City. IN WITNESS HEREOF, the City of Denton, Texas, has caused this Agreement to be executed by its duly authorized City Manager nd Consultant has executed this Agreement through its duly authorized President, dated this � day of ��8�a 2012. CITY OF DENTO AS GE RG C, CAMPBELL CITY MANAGER Page 8 of 9 s:llegallour documentslcontractsU2\focused advocacy.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY BY. �. AP VED AS LEGAL FORM; ANITA BURGESS, CITY ATTORNEY BY; � FOCUSED VOCACY,LLC SNAPPER RR Page 9 of 9