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2014-250• � � � • 1 �' 1 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PERSONAL SERVICES AGREEMENT WITH CAPITAL EDGE STRATEGIES, LLC FOR CONSULTING SERVICES RELATED TO ASSISTING THE CITY OF DENTON 1N ADVANCING ITS FEDERAL LEGISLATIVE PROGRAM WHICH INCLUDES ASSISTING COUNCIL AND STAFF 1N ADDRESSING PROPOSED LEGISLATION, AND MAKING THE CITY AWARE OF ANY LEGISLATIVE OR ADMINISTRATIVE INITIATIVES BELIEVED TO BE DETRIMENTAL TO THE INTERESTS OF THE CITY; AND PROVIDING AN EFFECTIVE DATE (FILE 5620-AWARDED TO CAPITAL EDGE STRATEGIES, LLC IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $162,000). WHEREAS, the professional services provider (the "Provider) mentioned in this ordinance is being selected as the mast highly qualified on the basis of its 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 contract with Capital Edge Strategies, LLC, to provide professional legislative consulting services for 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 City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5620 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �� - day of �� `�� ' �� , 2014. �,�ti .�� ; � v. � ,�..... ._ ,� � .__..._.. CHRIS WATTS, l�'Ir�YOR ATTEST: JENNIFER WALTERS, CITY SECRETARY I: l�l�'� ANITA BURGESS, CITY ATTORNEY � m �. ��. �: �. BY: =,�"� ��"��, � �,. ..�-- � �� .__ � � �:.. �. �� PERSONAL SERVICES AGREEMENT Between the City of Denton, Texas State of Texas, County of Denton and CapitalEdge Strategies, LLC Washington, D.C. WHEREAS, the City of Denton, ("City"), in consultation with other major cities in Texas, has determined that there is a need for jointly sponsored Washington representation; and WHEREAS, this need is particularly pressing in relation to: 1. information about legislative and executive action on issues of common interest, 2. transmitting City positions on these issues to the Congressional delegation and to the Administration, and 3. obtaining individual City service to pursue defined projects or individual legislative priorities; and WHEREAS, CapitalEdge Strategies, due to the concurrent participation of other Texas cities has unique qualifications and experience that no other person can offer the city during this period of time; and WHEREAS, CapitalEdge Strategies is known to the cities of Austin, Arlington and of Dallas (collectively, the "Cities"), and is capable of and willing to undertake such representation in Washington as a personal services contract exempt from competitive bidding in accordance with Section 252.022 (a) of the Texas Local Government Code; NOW, THEREFORE, the City of Denton, in association with and recognizing the concurrent participation of the Cities, enters into this personal services agreement with CapitalEdge Strategies, LLC ("Consultant"). I. OBLIGATIONS OF THE CONSULTANT A. The Consultant will operate a unit to act as a Washington office for the Cities and heaci this unit and as Washington Assistant to the Cities. The Consultant will furnish requisite staff, office space, utilities, furnishings, and equipment, secretarial services, common-use office supplies and services, and general administrative support. B. The Consultant will consult with the "Committee" (see Section IIE) to determine issues of specific interest to the Cities and to determine policies and positions which the Cities as a group hold and wish to be pursued. In cases in which the City positions differ from or conflict with the Cities' group position, the Consultant will consult with the City and the Committee to determine the proper course of action. C. Information. 1. The Consultant will provide regular information on Washington issues and events of interest to the Cities. This will be done by: a) a regular "Washington Report," b) written reports, bulletins, and memoranda on developments regarding Texas-specific issues, and c) direct phone contact. 2. The Consultant will present federal affairs briefings for the Cities at times and places specified by the Committee. D. Congressional Relations. The Consultant will establish and maintain on a regular basis contact with the Texas Senators and the Cities' delegation in the House of Representatives. E. Administrative Relations. The Consultant will advise and consult on behalf of the City with the White House and the following federal agencies or departments: Commerce, SBA, Treasury, HUD, Labor, HHS, DOT, EPA, Interior, Justice, DOE, and such other agencies, departments and commissions as may be necessary to the performance of Washington service to the City. 1:; I � A. The City will contract with the Consultant for specified services for a period of three years, commencing October 1, 2014 and ending September 30, 2017. The initial contract term will be one (1) year. The City and Consultant shall have the option to renew this contract for an additional two (2) one-year periods and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other 30 days prior to the scheduled renewal date. B. The cost of this Contract is $54,000 annually which will be paid monthly in advance as a retainer of $4,500.00 per month. 0 C. The Committee. 1. The City will appoint a member to a Committee of the Cities associated in this effort. The Committee will appoint its own chairperson and determine the times and places of its meetings. The functions of the Committee are: a) to determine common positions on federal issues which tke Consultant is to pursue on behalf of the Cities. b) to discuss apparent conflicts or differences on issues or projects which may arise among the Cities and to resolve them in terms of a course of action for the Consultant. c) to monitor the function and operation of the Washington office to determine if it is fulfilling the goals and objectives for which it was designed. d) to authorize travel and other reimbursable expenses to be incurred for the common purposes of the Cities. D. General. 1. The City will inform the Consultant of the person(s) authorized to request services and to serve as the chief contact. 2. The City will supply the Consultant with a summary of the federal programs in which the City is participating and other information necessary to an understanding of the City's purposes in relation to the federal government. III. THE CITY AND THE CONSULTANT AGREE THAT CERTAIN EXCLUSIONS SHALL APPLY. The Consultant will not: A, Directly or indirectly participate in or intervene in any political campaign on behalf of or in opposition to any candidate for city office. B, Will not represent the interests of local constituents in pursuit of federal business. C. By virtue of this agreement, represent other local agencies in the City except those which are instrumentalities or agencies of the City. D, Perform any legal, engineering, accounting, or other similar professional services. 3 IV. THE CITY AND THE CONSULTANT AGREE A. Either party may terminate this agreement at any time by giving the other at least thirty days' written notice. B. This agreement shall take effect on October 1, 2014. V. PROFESSIONAL COMPETENCY A. The Consultant agrees that in the performance of these personal services, Consultant shall be responsible to the level of competency and shall use the same degree of skill and care presently maintained by other practicing professionals performing the same or similar types of work. For the purpose of this Agreement, the key person who will be performing most of the work hereunder shall be Ralph Garboushian. However, nothing herein shall limit Consultant from using other qualified and competent members of his firm to perform the services required herein so long as they are working in a support role to Mr. Garboushian. B. The City shall be able to make copies of any reports and documents prepared or obtained under the terms of this Agreement. The City shall be able to use copies of these reports and documents without restriction on their use and without further compensation to Consultant. VI. ESTABLISHMENT AND MAINTENANCE OF RECORDS Full and accurate records shall be maintained by the Consultant at its place of business with respect to all matters covered by this Agreement. Such records shall be maintained for a period of at least three years after receipt of final payment under this Agreement. VII. AUDITS AND INSPECTION At any time during normal business hours and upon reasonable notice to the Consultant, there shall be made available to the City all of the Consultant's records with respect to all matters covered by this Agreement. The Consultant shall permit the City to audit, examine, and make excerpts or transcripts from such records, and to make audits of contracts, invoices, materials, and other data relating to all matters covered by this Agreement. VIII. INDEMNITY AND INDEPENDEN'T CONTRACTOR RELATIONSHIP A. The Consultant shall perform all services as an independent contractor not under the direct supervision and control of the City. Nothing herein shall be construed 4 as creating a relationship of employer and employee between the parties. The City and Consultant agree to cooperate in the defense of claims, actions, suits, or proceedings of any kind brought by a third party which may result from or directly or indirectly arise from any negligence and/or errors or omissions on the part of the Consultant or from any breach of the Consultant's obligations under this Agreement. In the event of any litigation or claim under this Agreement in which the City is joined as a party, Consultant shall provide suitable counsel to defend City and Consultant against such claim, provided the Consultant shall have the right to proceed with the competent counsel of its own choosing. The Consultant agrees to defend, indemnify, and hold harmless the City and all of its officers, 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, 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 limitation, a cause of action for specific performance or for damages, a loss to the City resulting from Consultant's negligent errors or omissions, or breach of contract, and all such rights and remedies are expressly reserved. C. Consultant shall maintain and shall be caused to be in force at all times during the term of this Agreement, 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 occurrence. In the event of change or cancellation of the policy by the insurer, the Consultant hereby 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 satisfactory, to the City through its City Manager simultaneously with the execution of this Agreement. IX. COMPLIANCE WITH LAWS The consultant shall comply with all applicable laws. X. GOVERNING LAW This agreement 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. � In witness hereof, the City of Denton, Texas, has caused this agreement to be executed by its duly authorized City Manager ��d ��`c��s��lt��t ��s e��c��i�d tl�i� a�re�i�-��t through its duly authorized President, dated this �'�� d�y �r.� �'�-,F� �`-- of 2014. � a,;. FOR THE CITY OF DENTON, TEXAS . �.�,. � � � . . �� ,� George � . Campbell City Manager Attest. {��- �� J�t i�er W�.� �r� �"°r ��c1°et � r Ii��l � ��•��a��s1�i�� CapitalEdge Strategies, LLC 1212 New York Ave, NW Washington, DC 20005 202-842-5430 Federal Employer ID #: 27-0248027 Approved to legal form: By; �� "� "�� .��"'� "� ,��a' � t�r,��, City A�� y 0 � � '� �`�_ �+°��r� �� ." i . � �� _ � 'c� �' } �� , � �� .� .,'��. ! �' ' � �� '�, �;i �t` - Proposal of Services City of Denton CapitalEdge Strategies, LLC CapitalEdge Strategies, LLC (CES) proposes to continue representing the City of Denton (City) in Washington, DC, as part of the Texas Cities Legislative Coalition (TCLC). TCLC consists of the cities of Arlington, Austin, Dallas and Denton, which jointly conduct Washington advocacy efforts. TCLC has been operating since 1986 to give Texas cities a stronger voice in Washington. The Denton contract administrator will be a member of TCLC Committee and participate as an equal member in its decisions. CES will provide the City of Denton with a full scope of lobbying and related services in Washington, DC. In addition, the City would be provided a fully-equipped Washington Office, blocks from the White House and minutes from Capitol Hill. This office would be available for use by visiting City officials. CES operates on the premise that the City's officials are the very best advocates for the City's cause. The City's leadership determines policy positions. CES facilitates their efforts and becomes part of the local management team moving the strategic plan forward. Information Services CES provides a steady flow of information to our clients about issues of importance to cities. We believe that it is imperative that City officials are informed of developments in a particular area as they occur. We focus on the bottom line, looking for the impact of federal policy on City revenue and operations. In addition to the relationships we have developed in federal agencies and on Capitol Hill, we regularly read and review a wide array of resource materials. In these times of government reinvention and reengineering and partisan rhetoric, information from the nation's capital is frequently confusing. We sort through all of the conflicting communications to help the City chart its course. Information services include: Weeklv Report The cornerstone of our information services is the Washin�ton Report, which is a weekly compilation of Washington events which affect Texas municipalities. It is published each week that Congress is in session. Issues covered in the Washin�ton Report include Budget and Appropriations, Housing and Community Development, Transportation, Environmental Issues, Public Safety, Taxes, Telecommunications and Human Services. In addition, the report contains a list of grant opportunities and regulatory notices of interest to local governments issued that week. Direct Contact Ongoing contact with the City's Office of Intergovernmental Relations (OIR) Director, as well as other persons authorized to request service and exchange information, will be established and maintained on at least a weekly basis and often on a daily basis. This ongoing two-way contact with one key senior staff member is critical to successful operations. It keeps the City's Washington agenda current and helps us know what the City's policies and priorities are as well as local dynamics that may affect our strategy. Merncaranda Memoranda on issues of concern to Denton will be researched and prepared by CES. These memoranda will be of two sorts: those on issues or programs of interest to all of the Texas cities and those responding to a specific concern of Denton, as requested by City staff. Visits to Denton _ Planned trips to Denton to meet with elected officials, senior City staff, and department heads are also important to tailoring the information services provided. Such trips afford an opportunity to discuss and plan responses and strategies to federal local initiatives. They are a primary means for identifying legislative and grant opportunity targets. Under the TCLC contract, trips are organized at the request of the City. Federal Le�islative Briefin�s Briefings will be provided at the request of Denton and the other Texas cities. TCLC practice has been to provide federal issues briefings at annual meetings of the National League of Cities, and, if requested, at meetings of the US Conference of Mayors. Individual TCLC cities, including Denton, also periodically arrange for briefings of their Council Legislative Committees and/or senior staff and department heads. Lobbying and Advocacy Services CES's information services are the foundation of the lobbying services which we provide. CES will provide Denton with congressional relations assistance and will maintain regular contact with the Texas Senators and Denton's Representative in the House of Representatives. Rapport with many members of the Texas Congressional delegation and their staffs are on-going and strong. CES has direct contact with legislators and also supplies information to appropriate staff and orients them to the City's perspective on key issues. In addition to this communication, CES drafts �� c:�� letters and arranges visits or telephone calls for local elected officials to make the City's timely case on an issue. CES will also provide consulting assistance to Denton regarding relations with the executive branch. "Working the Administration" on an issue or a project can be critical not only to successful grant-getting but also legislative victories. . CES will advise and consult on behalf of the City with the White House and key officials at departments and agencies of the Executive Branch, including but not limited to the following: Commerce, Homeland Security, Treasury, HUD, Labor, HHS, DOT, EPA, Interior, Justice, and Energy. CES will initiate and pursue research, reports, meetings, consultation, and other activities on behalf of the City on identified priority issues or projects and will respond to requests for similar actions from the City throughout the year. In addition, from time to time it is important to "lobby the lobbyists" and foster the City's relationships with national local government membership organizations such as the U.S. Conference of Mayors (USCM), the National League of Cities (NLC), the International City Management Association (ICMA), the American Public Power Association (APPA), and the National Community Development Association (NCDA). There are times when CES brings an issue of importance to a client city to the attention of one of these organizations in an attempt to make it part of its policies. In that regard, CES regularly attends weekly meetings at USCM with other city lobbyists in Washington to discuss and exchange information that is of particular interest to urban America. CES also generates and/or participates in coalitions of these interest groups and others to coordinate efforts to gain passage of major legislation. In addition, when it is to the City's advantage, we collaborate with other Texas and regional organizations represented in Washington. Building a coalition is a primary way of making things happen in Congress and CES is adept at it. Visits to Washington CES will help Denton plan and implement visits of City officials to Washington. These trips are a key part of the advocacy process. CES believes that City officials are the most effective lobbyists and makes every effort to facilitate their efforts, assure their timeliness and effectiveness, and follow-through. CES identifies key issue areas or projects and sets target dates for Washington meetings to advance these interests. �� `