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HomeMy WebLinkAboutResolution 2014-053 Triadvocates Lobbying Service AgreementMARANA RESOLUTION NO. 2014-053 RELATING TO INTERGOVERNMENTAL RELATIONS APPROVING AND AUTHORIZ- ING THE TOWN MANAGER TO EXECUTE A LOBBYING SERVICES AGREEMENT WITH TRIADVOCATES, LLC, FOR THE 2014-2015 FISCAL YEAR BE IT RESOLVI-J) BY THE MAY-OR AND COUNCIL OF THE TOWN 01"MARA- -1 NA, ARIZONA, that the Town Mana is hereb authorized to execute, and the Town's staff is hereb directed and authorized to undertake all other and further tasks re to carr out the terms and obli of, a lobb services a g reement between the Town of Marana and Triad- vocates, LLC, attached to and incorporated b this reference in this resolution as Exhibit A. PASSED AND ADOPTED b the Ma and Council of the "Down of Marana, Arizona, this 17th da of June, 2014. Ma Ed Honea ATTEST: APPROVED AS TO FORM: F Cass'id Town Attorne Inc elution No. 201 4-053 LOBBYING SERVICES AGREEMENT This Agreement for lobbying services (this "Agreement ") is made and entered into by and between the TO wN OF MARANA, an Arizona municipal corporation (the "Town") and TR.IADVOCATES LLC, a Delaware limited liability company ( "TRIADVOCATES "). IN CONSIDER..ATION of the mutual obligations contained in this Agreement, the parties mutually agree as follows: ARTICLE I. SCOPE OF WORKICOMPENSATION A. ENGAGEMENT AND SCOPE OF SERVICES: The Town retains TRIADVOCATES in the capacity of lobbyist. TRIADVOCATES shall provide lobbying services at the direction of the Town Manager as approved and directed by the Mayor and Council. TRIADVOCATES' duties shall include providing lobbying services for the Town before state government bodies and officials. B. REPRESENTATION OF OTHER CLIENTS: Nothing in this Agreement shall be in- terpreted to prohibit TRIADVOCATES from representing other clients so long as that repre- sentation does not constitute a legal conflict of interest. The Town may waive conflicts to the extent permitted by law. C. COMPENSATION: For the services contemplated in this Agreement, the Town shall pay TRIADVOCATEs a fee of $3,833.33 per month, with total compensation under this Agreement not to exceed $45,999.96. D, CHARGES FOR COSTS AND EXPENSES: with the Town Manager's prior written approval, the Town shall reimburse TRIADVOCATES for any reasonable out -of- pocket costs, including costs for travel time or mileage, which TRIADVOCATES may incur as a di- rect result of its lobbying efforts on the part of the Town. TRIADVOCATES will not markup any of its costs. E. BILLING: TRIADVOCATES shall bill the Town for its services on or about the first day of each month. The Town shall pay invoices within 30 days of receipt. ARTICLE II. TERM This Agreement shall begin on and be effective as of July 1, 2014, and shall continue in full force and effect until June 30, 2015, unless sooner terminated pursuant to Article III. ARTICLE III. TERMINATIONIMODIFICATIONS A. TERMINATION: This Agreement may be terminated by either the Town or TRIADVOCATES at any time, subject to payment of all fees and costs incurred through the date of termination, by giving written notice to the other party. The written notice shall be (00038198. DOC - - 6/5/2014 J1y delivered personally or by certified mail, and termination shall take effect 30 days after receipt of the written notice by the receiving party. B. MODIFICATION: This Agreement may not be modified except by an instrument in writing duly executed by all parties. ARTICLE IV. MISCELLANEOUS A. ENTIRE AGREEMENT: This Agreement supersedes any and all agreements previous- ly made between the parties relating to the subject matter of this Agreement, and there are no understandings or agreements other than those incorporated in this Agreement. B. NO ASSIGNMENT: TRIADVOCATES may not assign any rights or obligations under this Agreement without the Town's prior written consent. C. INDEPENDENT CONTRACTOR STATUS: TRIADVOCATES is an independent con- tractor and nothing in this Agreement shall make TRIADVOCATES an employee of the Town. TRIADVOCATES is solely responsible for all federal, state and local taxes, including but not limited to FICA., unemployment compensation and workers' compensation, and will not be subject to the personnel policies or entitled to any benefits of the Town. D. GOVERNING LAW; This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Arizona. E. ATTORNEYS' FEES: If there is a breach of this Agreement that results in litigation, the prevailing party shall be awarded its attorneys' fees and court costs incurred in the lit- igation. F. SEVERABILITY: If any provision of this Agreement shall under any circumstances be deemed invalid or inoperative, this Agreement shall be construed with the invalid or in- operative provision deleted and the rights and obligations construed and enforced accord- ingly. G. CONFLICT OF INTEREST: This Agreement is subject to the provisions of A.R.S. § 38 -511, which provides for termination in certain instances involving conflicts of interest. H. COMPLIANCE WITH IMMIGRATION LAWS: TRIADVOCATES warrants that it complies with all federal immigration laws and regulations that relate to its employees and with A.R.S. § 23 -214 (A). TRIADVOCATEs acknowledges that pursuant to A.R.S. § 41 -4401, a breach of this warranty is a material breach of this Agreement sub j ect to penalties up to and including termination of this Agreement, and that the Town retains the legal right to inspect the papers of any employee who works on the Agreement to en- sure compliance with this warranty. (00038198.DOC 1) -2- 6/5/2014 JT below. IN WITNESS WHEREOF, the parties have executed this A on the last si date TOWN OF MARANA: TRIADVOCATES LLC: B Gilbert Davidson, Town Mana Date: 11S q ATTEST: �01 &onson Town Clerk FA F 6/IF7� APPROVED AS TO FORM: J an e PIrall, Deput Town Attorne B Its: EIN/SSN.- Date: f00038198. DOC /) -3 - 6/5/2014 a