2008-044_ s:\our documents\ordinanecs\08\hillco psa ordinance(feb. 2008).doc
ORDINANCE NO. 2008-
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT WITH HILLCO PARTNERS FOR CONSULTING SERVICES RELATING TO
LEGISLATIVE REPRESENTATION AT THE TEXAS STATE GOVERNMENT LEVEL
AND TO ASSIST THE CITY IN ADVANCING ITS STATE LEGISLATIVE PROGRAM
AND INTERESTS WITH KEY LEGISLATORS AND POLICY ADMINISTRATORS (IN AN
AMOUNT NOT-TO-EXCEED $81,000; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council deems it in the public interest to re-engage Hil1Co Partners,
to provide professional consulting services to the City of Denton, Texas relating to 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, make 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 legislators and policy administrators,
and maintain a high level of effective advocacy with the legislative and executive branches of the
state government; and
WHEREAS, during the 80th Legislature, HillCo Partners assisted on a variety of
legislative issues that would have directly impacted the City of Denton, such as opposition to
proposals that would have eroded local control over the budgeting process and the protection of
SH 121 CDA from any CDA moratorium legislation; and
WHEREAS, Consultant has professional staff experienced and qualified to provide and
perform the services desired by City as set forth hereinabove; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the professional services, as set forth in the Professional
Services Agreement; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager is hereby authorized to execute a Professional Services
Agreement with HillCo Partners of Austin, Texas, for professional consulting services, in an
amount not to exceed $81,000 in substantially the form of the Professional Services Agreement
that is attached hereto and incorporated herewith by reference as Exhibit "A."
SECTION 2. The award of this Agreement by the City is on the basis of the
demonstrated competence, knowledge, and qualifications of HillCo Partners and the ability of
Hil1Co Partners to perform the professional services needed by the City for a fair and reasonable
price.
sAour documents\ordinances\08\hi11co psa ordinance (feb. 2008).doc .
SECTION 3. The expenditure of funds as provided in the attached Professional Services
Agreement is hereby authorized and the City Manager, or his designee, is authorized to exercise
all rights and duties of the City of Denton under this Agreement.
SECTION 4. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the I~Ylt day of c7JfYZGC 2008.
PERR McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: TTU
APPRO ED 4AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
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Agreement for Legislative Representation
This Agreement, made this ANday of 200Y, by and between the City of
Denton, a municipal corporation, hereinafter referre to as the "City" and HillCo Partners, 832
Congress, No. 900, Austin, Texas, hereinafter referred to as "Consultant".
WITNESSETH
WHEREAS, The City of Denton (City) wishes to enter into an agreement with HillCo
Partners (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, make 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
legislators 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 parties hereto do mutually agree as follows.
ARTICLE I
The City will contract with the Consultant for the service specified herein for a period of one
year, commencing February 1, 2008 and ending January 31, 2009.
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. The total of these reimbursable
costs are not to exceed three thousand dollars (53,000). 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 such items in the
basic contract cost shall, when authorized by the City, be reimbursed to the
Consultant upon presentation of an invoice:
a) Printing and graphics.
b) Supplies.
c) Rental of meeting facilities, catered meals and other meeting
expenses.
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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 $6,500 per month, for an annual total of $78,000, for the
specified services. Payments will be sent monthly.
ARTICLE 4
l) The Consultant will operate a unit to act as an Austin Office for the City and furnish requisite
staff, office space, utilities, furnishings, equipment, secretarial services, common use office
supplies and services, and general administrative support.
2) The Consultant will provide advice, counsel, and intervention to the City with regards to the
City's relationship and interaction with the Texas State Legislature, including key Legislative
committees, the Governor's Office, and the key state administrative agencies, which the City
interface with.
3) The Consultant will track, monitor, 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 track bills, including sophisticated computer software, electronic notification systems
and visits with legislators and their staff. The Consultant will make 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, either directly or indirectly.
5) The Consultant will analyze and summarize any legislation that affects the City, and will
produce written memoranda and reports, as necessary.
6) The Consultant will provide legislative analysis on a weekly basis in the format choice of the
City: written reports, conference calls with City staff, or in private meetings.
7) 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, conducting complex negotiations, identifying opportunities for the City to
testify on important matters, and develop collateral materials to support the City's positions.
8) 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 negotiating sessions; prepare testimony
for City representatives to deliver before legislative committees; arrange meeting between
City representatives and selected legislators, and prepare briefings for these meetings;
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research relevant state laws and administrative rules; advocate before the Governor,
Lieutenant Governor and Speaker of the House; advocate before relevant committee chairs in
both the Senate and the House; maintain relationships with key staff in both chambers; and
maintain strong relationships with key state regulatory agencies.
9) The Consultant will prepare back-up strategies and alternative legislative vehicles as needed
to accomplish the City's legislative goals.
10) The Consultant will notify the City when a conflict of interest occurs between one of the
Consultants other clients and the legislative goals and interests of the City.
11) 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.
12) During the interim period when the Texas Legislature is not in session, the Consultant will
monitor interim activities closely, report back to the City and assist as needed to preempt the
development of ideas that are detrimental to the City's legislative goals.
13) During the interim period when the Texas Legislature is not in session, the Consultant will
monitor all major state administrative and regulatory agencies and advise the City of any
proposed administrative rules that may affect the City or its legislative goals.
14) During the interim period when the Texas Legislature is not in session, the Consultant will
assist the City develop its State Legislative Program prior to the star of the next regular
session of the Texas Legislature.
15) The Consultant shall work 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 Public Information Officer shall be the
designated administrator of this agreement.
ARTICLE 5
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 construed as creating a
relationship of employer and employee or joint venture between the parties.
2) The City and Consultant agree to cooperate in the defense claims, actions, suits, or
proceedings of any kind brought by a third party 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 under this agreement in which the City is joined as a party,
Consultants shall provide suitable counsel to defend City and Consultant against such claim,
provided that Consultant shall have the right to proceed with the competent counsel of its
own choosing.
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3) 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 limitations, 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.
4) The Consultant shall maintain and shall be caused to be in force at all times during the terms
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 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 satisfactory, to the City through its City
Manager simultaneously with the execution of this agreement. Consultant's insurance
policies, through policy endorsement, shall include wording which states that the policy shall
be primary and non-contributory with respect to any insurance carried by the City. The
certificate of insurance must reflect that the above wording is included in evidenced policies.
ARTICLE 6
This Agreement constitutes the complete and final expression of the agreement of the parties.
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 contract will be made in
writing by the City and approved by the City Council.
ARTICLE 7
The Consultant covenants and agrees that its officers, employees, and agents will have no
interest, including personal financial interest, and will acquire no interest, either directly or
indirectly, which will conflict in any manner with the performance of the services called for
under this agreement. No officer 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 shall render this agreement voidable at the discretion of
the City.
ARTICLE 8
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The Consultant shall comply with all applicable local, state and federal laws, rules and
regulations.
ARTICLE 9
All notices, communications and reports required or permitted under this Agreement shall be
personally delivered or mailed to the respective parties by depositing same in the United States
mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing
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To City:
John Cabrales
Public Information Officer
215 E. McKinney
Denton, TX 76201
ARTICLE 10
To Consultant:
Snapper Carr
HillCo Partners
823 Congress, No. 900
Austin, TX 78701
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.
ARTICLE l l
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 and Consultant has executed this agreement
through its duly authorized President, dated this 1zW11 day of y3~ 200
CITY OF DENTON, TEXAS
GEORGE C. CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WAL
BY:
CITY SECRETARY
APPROVED AS-TO LEGAL FORM:
EDWIN M. SN CITY ATTORNEY
_Z
BY:
HILLCO
SNAPPE C RR, HILLCO PARTNERS
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