THE STATE OF TEXAS §
Legislative Consulting Agreement
COUNTY OF FORT
BEND §
THIS
PROFESSIONAL SERVICES AGREEMENT is entered into this _____ day of
_______________, 2006, by and between the CITY
OF SUGAR LAND, TEXAS, a municipal corporation located in Fort Bend County,
Texas (hereafter referred to as "Client"), acting by and through its
City Manager or his designee, and HILLCO
PARTNERS, having its principal place of business at 823 Congress Avenue,
Suite 900, Austin, Texas 78701 (hereinafter referred to as “Consultant”) for
the provision of public affairs consulting services related to the Client.
W I T N E S S E T H :
WHEREAS, the
Sugar Land City Council finds that there are many
items brought before the Legislature of the State of Texas that may directly
affect the public health, safety or welfare of the residents of the City of
Sugar Land; and
WHEREAS, the
Sugar Land City Council further finds that there is a need to inform the
Legislature of the State of Texas and the United States Congress on proposed or
needed state and federal legislation necessary for or detrimental to the
protection of the public health, safety and welfare of the residents of the
City of Sugar Land; and
WHEREAS, the
Sugar Land City Council also finds that many state agencies of the State of
Texas propose and pass rules that directly affect the public health, safety and
welfare of the residents of the City of Sugar Land; and
WHEREAS, the
Sugar Land City Council believes that there is a need to inform state agencies
on proposed or needed rules necessary for, or detrimental to the public health,
safety or welfare of the residents of the City of Sugar Land; and
WHEREAS, the
Sugar Land City Council finds it to be a public purpose and in the best
interest of the residents of the City of Sugar Land to engage the services of
Consultant to inform the Legislature and state agencies of its views on either
pending legislation or rules that could or would affect the public health,
safety or welfare of the residents of the City of Sugar Land; NOW THEREFORE,
Client and Consultant do hereby
mutually agree as follows:
1. Services
Consultant
will provide the services described below.
a. At the direction of
Client, represent the Client in dealings with elected and appointed officials,
legislative staff, and interested stakeholders at the state and federal level
on matters identified by the Client that relate to various aspects of municipal
governance with a particular emphasis on issues affecting local revenues and
home rule authority.
b. Provide analysis and
tracking of government actions and decisions which could have an effect on the
governmental affairs strategy of the Client.
c. Advise Client on
legislative actions contemplated and taken with respect to identified issues
and goals. Assist in the development of
a strategy to accomplish Client’s government affairs goals and objectives.
d.
Advise client of upcoming meetings, hearings, briefings
and other formal or informal sessions in a timely manner as to allow Client the
opportunity to participate in advocacy efforts in furtherance of its
legislative agenda.
e.
Recognizing that time is of the essence in legislative
and administrative proceedings, Consultant will respond to Client’s inquiries
and requests in a timely manner.
f. Actively assist the
Client in the passage of a legislative initiative that would relocate the
existing Texas Department of Criminal Justice facilities within the City of
Sugar Land to other TDCJ facilities and allow for the Client to acquire the
land associated with the existing TDCJ facilities. As part of this service the Consultant will
provide the following:
1. Assistance with drafting the appropriate
legislation;
2. Identifying the most appropriate bill author
and sponsors;
3. Formulating a specific strategy to achieve
desired results;
4. Working with TDCJ officials to notify them of
Client’s goals;
5. Briefing and seeking support of state
leadership;
6. Working with all appropriate state agencies;
and
7. Promoting the Client’s goals in the overall TDCJ expansion efforts.
g. Assist the client in
defeat of legislation or other initiatives that arise throughout the term of
the contract that Client determines could have a negative impact on the
Client’s ability to carry out its governmental and proprietary functions.
h. Consult with Client
regarding the effectiveness of its relationships with elected officials,
processes and the political environment in Texas.
Identify and implement strategies to enhance Client profile with
targeted individuals and entities including the arrangement of periodic visits
and/or functions with key legislators and staff.
i. Use
best efforts to provide information to and educate decision makers with regard
to Client’s interests and government affairs objectives. Client will work to ensure Consultant has
appropriate information and data to assist efforts in this regard. It is understood and agreed Consultant will
not make representations or statements on Client’s behalf without prior
authorization to do so.
j. Monitor, by
attendance at meetings and otherwise, state legislative and regulatory bodies
considering legislation and/or rulemaking which could impact Client’s
government affairs objectives and interests.
k. Monitor and track
legislation that impacts Client’s interest during the regular session and any
called special sessions of the Texas Legislature during the term of the
Agreement. Such legislation will be
identified by Client or Consultant as having a potential material impact on
Client’s interests. During the regular and special called
sessions of the Texas Legislature, the Consultant will maintain regular verbal
contact with and provide weekly written reports to the Client.
l. Consultant will
assist in preparing city officials who testify before the Texas
Legislature. As part of this preparation
the Consultant will assist in formulating written and verbal testimony for city
officials who provide testimony to legislative and administrative bodies.
m. Assist in the
coordination, development, and implementation of Client’s legislative agenda.
2. Client
Support and Communication.
Consultant
will provide Client both written and verbal status reports on all matters
affecting Client’s stated interests.
Consultant will attend Client meetings, as requested and schedule
permitting, to assure timely and effective communications. Snapper Carr and Brandon Aghamalian will
serve as the primary contacts on behalf of the Consultant. Primary contact and contract administrator
for the Client shall be its Intergovernmental Liaison.
3. Legal
Services.
It is
understood and agreed that Consultant is being retained hereunder to provide
governmental consulting services and not to provide legal advice or services to
Client. In the event that legal opinions
or financial analysis are needed at any time with respect to Client’s
interests, the decision to seek additional professional advice and services,
and from whom, shall rest exclusively with Client.
4. Entire
Agreement and Modifications.
This Agreement
contains the entire agreement and understandings of the parties with respect to
the subject matter hereof and supersedes all prior or contemporaneous
agreements or understandings, whether oral or written, negotiations and
discussions. This Agreement may not be
modified, rescinded or terminated orally, and no modification, rescission,
termination or attempted waiver of any provision hereof (including this
section) shall be valid unless in writing and signed by the parties hereto.
5. Term.
This Agreement
is effective for the period from December 1, 2006 through December 31,
2008. It may be renewed at the
expiration of the contract upon the written consent of both parties.
6. Compensation.
In
consideration for the performance of services, fees shall be paid by Client as
follows:
a. $7,500.00 (seven
thousand five hundred) per month for the duration of the contract. Consultant agrees that such fixed sum shall
be full compensation for all services performed. The fee will be billed on or about the first
of each month.
b. Payment shall be made to HillCo Partners, 823 Congress Avenue, Suite 900, Austin,
Texas 78701.
7. Independent
Contractor Relationship.
It is
understood by the parties that Consultant is an independent contractor for the
purposes of any federal and/or state laws including tax laws, and that
Consultant is not in any way an employee, full or part-time of Client.
8. Expenses.
Consultant agrees to cover
routine business expenses out of the compensation provided to them under this
contract. However, Client agrees to pay
for travel expenses of the Consultant if
the Client requests their presence at more than three meetings, within a thirty
(30) day period, outside of Austin,
Texas. Travel expenses will
include the reasonable cost of hotels, rental vehicles, airfare, meals and
mileage at the current IRS rate. Prior
approval by the Client shall be necessary before all out of town expenses are
incurred by the Consultant. Consultant
will provide invoices for all travel expense reimbursements. Client agrees to pay these invoices within
thirty (30) days of receipt. Any
individual expense in excess of $100.00 (one hundred) will be accompanied with an
individual receipt or invoice.
9.
State Law.
Under Texas and federal law there are various
requirements imposed on persons and organizations that interact with state
officials, especially where an attempt is made to influence legislation or
contracts. In this regard, Consultant
will promptly inform Client when any such filings are necessary and shall seek
registration with respect to the services to be performed on Client’s
behalf. Consultant agrees to perform its
obligations under this contract in compliance with all applicable laws.
10.
Lobby
Activities and Reporting.
The Texas ethics law and rules adopted by the
Texas Ethics Commission require the Consultant to report compensation or
reimbursement paid to Consultant for the purpose of directly communicating with
members of the legislative or executive branch.
Texas Ethics Commission Rules provide that a registrant receiving
compensation or reimbursement for purposes other than lobby activities may
reasonably determine the amount of compensation attributable to lobby
activities and report only that amount.
The rules define “lobby activity”
as “Direct communication with one or more members of Texas legislative or executive branch to
influence legislation or administrative action and activities in preparing for
such direct communication.” The
statutory term “lobby activity” does
not include, for example, the following activities performed on the Client’s
behalf:
·
Any effort to influence purchasing decisions by
a state agency
·
Daily monitoring of legislation and/or executive
actions
·
Communication with the Client on many strategic subjects
·
Preparation and delivery of status reports,
newsletters, and other items of interest
·
Giving sworn testimony before executive or
legislative bodies
·
Legal consultation, briefings and documentation
·
Attending and preparing for board meetings
·
Negotiation sessions
·
Arranging
meetings with various state officials to brief them on areas of interest
to the Client
·
Any other action taken which is not designed
specifically to influence legislative or executive action.
a. The
Consultant will allocate on a reasonable basis, as allowed by the rules, the
amount of the retainer paid to the Consultant that is being paid for “lobby activities”. Based upon Consultant’s experience
representing other clients, the Consultant believes 35 (thirty-five) percent
will be a reasonable estimate of the monthly retainer attributable to “lobby activities.” It is understood and agreed that the
Consultant’s activities will be monitored from time to time so that any change
in the amount of time spent on lobby activities as defined by the rules of the
Texas Ethics Commission will be detected and updated, if necessary.
11. Confidentiality.
If a party
provides information or materials indicated to be confidential, the receiving
party will maintain the confidentiality of such matters and not disclose any
such information except in proper performance of this contract and as required
by law.
12. Conflicts of Interest.
Consultant
agrees to fully comply with the Texas Ethics laws concerning legislative
advocacy conflicts of interests, including but not limited to, Chapter 305 of
the Texas Government Code. Consultant
agrees to exercise extreme care and to undertake preemptive measures to avoid
conflicts, unintended and otherwise, which may arise in the future. If any such conflict should develop,
Consultant agrees to bring that fact immediately to the attention of both
Clients for resolution. Consultant
agrees that their clients shall be the sole judge of whether or not a conflict
exists and whether any such conflict has been adequately resolved.
In addition to
the required filings with the Texas Ethics Commission, the Consultant agrees to
provide the Client with a complete list of all newly acquired legislative
consulting clients on a monthly basis.
By signing this Agreement, the Client is affirming that they have
received a complete listing of the Consultant’s legislative consulting clients
and that as of the execution date of this Agreement no direct conflicts of
interests currently exist.
13. Termination.
It is agreed
and fully understood that Client may, at its option and without prejudice to
any other remedy it may be entitled to at law or in equity, cancel or terminate
this agreement upon thirty (30) days written notice to Consultant. Client will pay Consultant, in accordance
with section 6 of this agreement, for all work performed up to the date of
termination. Client shall not be obligated to pay for any work which is
unsatisfactory or not submitted in compliance with the terms of this agreement. Consultant shall deliver all original source
documents belonging to Client immediately after notice of termination of this
agreement has been received by Consultant.
The Client may also terminate this contract with fifteen (15) days
notice if termination is caused due to a conflict of interest that cannot be
resolved to the Client’s satisfaction.
It is agreed
and fully understood that the Consultant may, at its option and without
prejudice to any other remedy it may be entitled to at law or in equity, cancel
or terminate this agreement upon thirty (30) days written notice to
Client.
14. Applicable Law
This
contract is entered into subject to the Charter and ordinances of Client, as
same may be amended from time to time, and is subject to and is to be
construed, governed and enforced under all applicable State of Texas and
federal laws. Consultant will file on a
timely basis any and all reports required by federal, state or local law,
including but not limited to registration and reporting of lobbying activities,
as necessary, and proper reporting to the Internal Revenue Service, as
required. Situs of this agreement is
agreed to be Fort Bend County,
Texas, for all purposes including
performance and execution.
15. Severability
If
any of the terms, provisions, covenants or conditions of this agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability will not affect any other
provisions contained in this agreement, and all other provisions shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated, and any other provisions of the agreement shall be considered as
if such invalid, illegal or unenforceable provision had never been contained in
this agreement.
16. Remedies
No
right or remedy granted herein or reserved to the parties is exclusive of any
other right or remedy herein by law or equity provided or permitted, but each
shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this agreement
may be waived without consent of the parties.
Forbearance or indulgence by either party shall not constitute a waiver
of any covenant or condition to be performed pursuant to this agreement.
17. Successors and
Assigns
Client
and Consultant each bind themselves, their successors, executors,
administrators and assigns to the other party to this agreement. Neither Client nor Consultant will assign,
sublet or transfer their interest in this agreement without the written consent
of the other. No assignment, delegation
of duties or subcontract under this agreement will be effective without the
written consent of Client.
18. Headings
The
headings of this agreement are for the convenience of reference only and shall
not affect in any manner any of the terms and conditions hereof.
19. Changes
Client
may, from time to time, require changes in the scope of the services to be
performed under this agreement. Such
changes as are mutually agreed upon by and between Client and Consultant may be
incorporated by written modification to this agreement.
20. Performance of Work
Consultant’s
associates and employees shall perform all the work called for in this
agreement. Consultant covenants and
agrees that all of his associates and employees who work on this project shall
be fully qualified to undertake same and competent to do the work described in
this agreement.
21. Venue
The parties
to this agreement agree and covenant that this agreement will be enforceable in
Sugar Land, Texas;
and that if legal action is necessary to enforce this agreement, exclusive
venue will lie in Fort Bend County,
Texas.
22. Funding
If this Contract extends beyond the City’s fiscal year in which it
becomes effective or provides for the City to make any payment during any of
the City’s fiscal years following the City’s fiscal year in which this Contract
becomes effective and the City fails to appropriate funds to make any required
Contract payment for that successive fiscal year and there are no funds from
the City’s sale of debt instruments to make the required payment, then this
Contract automatically terminates at the beginning of the first day of the
City’s successive fiscal year of the Contract for which the City has not
appropriated funds or otherwise provided for funds to make a required payment
under the Contract.
IN WITNESS WHEREOF, the parties
have executed this Agreement through their duly authorized officers, as of the
date set forth above.
HILLCO PARTNERS, LLC
CITY
OF SUGAR LAND, TEXAS
BY:
City
Manager
ATTEST:
City Secretary
APPROVED AS TO FORM:
City
Attorney
BY:
