bSx0029 R FED! THIS AGREEMENT is made as of October 1, 2015, by and between the City of Cincinnati, a municipal corporation, hereinafter called “City” and Squire Patton Boggs LLP, hereinafter called “Consultant.” WHEREAS, the City requires the services of a legislative agent to represent the interests of the City before the Congress of the United States and various federal agencies; and WHEREAS, the Consultant declares that their firm is engaged in the business of representing clients as legislative agents, maintaining a place of business at 221 E. Fourth St, Suite 2900, Cincinnati, OH 45202, that they are engaged in similar activites for other clients, ‘and that the City is not the Consultant's sole and only client; and WHEREAS, the City has determined that the Consultant has the qualifications, experience, and expertise to provide the City with the required services, which are professional in nature; now, therefore FOR AND IN CONSIDERATION of the foregoing representations and the following, terms and conditions, the parties mutually agree as follows: Article I- Services ‘The Consultant shall in a satisfactory and proper manner, as determined by the City Manager, professionally represent the City's interests on legislative matters before the Congress of the United States and on regulatory matters before federal agencies in accordance with the Scope of Services attached hereto as Exhibit A and by this reference made a part hereof. Article II- Term of Agreement ‘This Agreement shall be effective on October 1, 2015 and shall continue until September 30, 2016 unless terminated in accordance with the provisions hereunder. The City may renew this Agreement for two additional 12-month periods, according to the terms described hereunder. Should the City choose to renew this Agreement, the City shall do s0 through a fully executed ‘amendment to this Agreement. Article 11- Compensation ‘The City shall compensate the Consultant as follows: ‘The City shall pay the Consultant a fixed retainer fee of $16,666.66 per month payable for cach previous month of the contract. The maximum amount payable to the Consultant under this agreement is $200,000.00 per twelve-month period, including any renewal period. {oorsess30) Page |‘The Consultant shall submit a monthly statement to the City setting forth in detail the work performed on the City’s behalf during the previous month and an invoice to the City for payment of the retainer from the previous month. ‘The City shall reimburse the Consultant for reasonable expenses incurred by the Consultant in the provision of services under this Agreement beginning the first full month following ‘execution of this Agreement by both parties. Such reimbursement shall not exceed $9,600 for ‘any twelve-month contract period. The Consultant shall submit an invoice and supporting documentation (e.g. receipts) to the City for reimbursement of reasonable expenses from the previous month. Those expenses may include related travel, printing expenses, telecommunications, ete. The City shall determine in its sole discretion whether Consultant's expenses are reasonable and subject to reimbursement, Article IV — Professional Conduct ‘The City acknowledges that the Consultant, in the course of its business, will represent other clients before the Congress of the United States and federal agencies, ‘The Consultant has reviewed its relationship with current clients and has not found any conflicts of interest between its existing olients and the City that would interfere with the Consultant's representation of the City’s interests. Before undertaking representation of new clients or expanding representation of existing clients, the Consultant will verify that such representation of a new client or of on old client in a new manner is not in conflict with the proposed representation of the City. Ifa potential conflict is found, the Consultant will resolve the potential conflict, or if the potential conflict cannot be resolved the Consultant will notify the City of the conflict. If the City or the Consultant concludes that the Consultant's representation shall or may be terminated as the result of a possible conflict, either party may terminate this agreement with a ten (10) day notice. In such event, the Consultant will do its best 10 protect the interests of the City by assisting in providing a smooth transition to a new representation. ‘The Consultant will provide the name of at least one alternate representative to be available in the absence of the Consultant's primary contact for the City during normal work hours, Article V— Legislative Agent ‘The Consultant, shall, in a timely manner, comply with the Federal Regulation of Lobbying Act and other federal laws and regulations requiring registration or disclosure by the Consultant of ‘activities undertaken by the Consultant on behalf of the City under this Agreement. The ‘Consultant shall maintain all records pertinent to this Agreement of expenditures and receipts required by law and shall file all statements, receipts, and documents as required. Article VI- Subcontracts, Successors, and Assigns ‘The Consultant agrees that none of the work or services covered by this Agreement shall be subcontracted without the prior written approval of the City. Any work or services {oor9e3933) Page 2subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Agreement. ‘Tho Consultant shall not assign any interest in this Agreement, and shal not transfer any interest. in the same, whether by assignment or novation, without the prior written consent of City. Article VII — Compliance with Laws and Programs ‘The Consultant shall comply with all applicable statutes, ordinances, regulations, and rules ofthe Federal Government, the State of Ohio, the County of Hamilton, and the City of Cincinnati in tho performance of services under this Agreement.. Equal Employment Opportunity Program - This Agreement is subject to the City’s Equal Employment Opportunity Program contained in Chepter 325 of the Cincinnati Municipal Code. ‘Said chapter is hereby incorporated by reference into this Agreement. Prompt Payment - This Agreement is subject to the provisions of Chapter 319 of the Cincinnati Municipal Code, which provides for a "Prompt Payment System.” ‘Small Business Enterprise Program - This Agreement is subject to the provisions of the Small Business Entesprise Program contained in Chapter 323 of the Cincinnati Municipal Code. ‘Section 323-99 of the Cincinnati Municipal Code is hereby incorporated into this Agreement. Details conceming this program can be obtained from the Department of Economic Inclusion, ‘Two Centennial Plaza, 805 Central Avenue, Suite 234, Cincinnati, Ohio 45202, (513) 352-3144. ‘The Consultant shall utilize its best efforts to recruit and maximize the participation of all qualified segments of the business community in subcontracting work, including the utilization of small, minority and women business enterprises. This includes the use of practices such as. assuring the inclusion of qualified Small Business Enterprises in bid solicitation and dividing large contracts into small contracts when economically feasible. Article VIII - Publicity ‘The Consultant shall not issue or release for publication any articles or advertising or publicity ‘matter relating to the work performed hereunder or mentioning or implying the name of the City unless prior written consent is granted by the City. It is further understood that the Consultant will not discuss matters affecting the City with members of the media unless the City Manager or the City Manager's designee grants prior consent. Article IX - City Property Any information or documentation furnished to the Consultant hereunder shall remain the City's Property, shall be used only in performing services hereunder, and shall be retumed to the City upon request. (nora) Page 3Article X ~ Default and Termination If through any cause, the Consultant shall fail to fulfill in a timely and proper manner the Consultant's obligations under this Agreement or if the Consultant violates any of the terms and conditions, covenants or agreements of this Agreement, if no attempt is made to cure the failure within a period of ten (10) days or a longer period specified in writing, the City shall have the right to terminate this Agreement by giving written notice to the Consultant specifying the ‘effective date of the temination, at least five (5) days before such effective date. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for ‘damages sustained by the City by virtue of any breach of this Agreement by the Consultant, and the City may withhold any payments to the Consultant for the purposes of set-off uatil such time as the exact amount of damages due the City of from the Consultant fs determined. Exceptions ‘may be made with respect to defaults of subcontractors. ‘The City or the Consultant may terminate this Agreement effective at the end of any calendar ‘month upon no fewer than ten (10) calendar days notice in writing of intent to terminatc, The parties shall deal with each other in good faith during the period after notice to terminate has been given. Any notice hereunder shall be in writing and delivered by hand or by certified United States mail to the Consultant at the addresses listed herein, or to the City Manager at 801 Plum Street, Room 152, City Hall, Cincinnati, Ohio 45202. XI- Independent Contractor ‘The Consultant shall perform all work and services under this Agreement as an independent contractor and not as an officer, agent, servant or employee of the City. ‘The Consultant shall have exclusive control of and the exclusive right to control the details of the services and work performed hereunder and all the persons performing the same and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors, if any. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Consultant. No person performing any of the work or services described hereunder shall be ‘considered an officer, agent, servant or employee of the City, nor shall any such person be ‘entitled to any benefits available or granted to employees of the City. Federal, State, and local taxes will not be withheld or paid by the City on behalf of the Consultant. As an independent ‘contractor, the Consultant is not eligible for and shall not participate in any pension, health, or fringe benefit plan of the City and shall not have Worker's Compensation paid on behalf of the ‘Consultant, XII- Amendment ‘This Agreement may be modified or amended only by a written agreement duly executed by the parties hereto or their representatives. {on393-3) Page 4XII- Entirety This Agreement and the Exhibits attached hereto contain the entire Agreement between the parties as to the matters contained herein. Any oral representations or modifications concerning this Agreement shall be of no force and effect. XIII —Severabllity ‘This Agreement shall be severable, if any part or parts of this Agreement shall for any reason be held invalid or unenforceable by a court of competent jurisdiction, all remaining parts shall remain binding and in full force and effect, ‘XIV ~ Warranty ‘The Consultant warrants that the services to be provided by it hereunder will be performed in a ‘good, timely, and professional manner by qualified staff and in accordance with generally accepted industry standards, XV—Law To Govern ‘This Agreement is entered into and is to be performed in the State of Ohio. City and Consultant agree that the law of the State of Ohio shall govern the rights, obligations, duties and lisblitics of the parties to this Agreement and shall govern the interpretation of this Agreement, XVI- Insurance ‘Throughout the term of this Agreement, Consultant shall maintain the following insurance: (i) professional liability insurance in the amount of not less than $300,000,000 per claim; (ii) ‘worker's compensation insurance in such amount as required by law; and (iii) such other insurance as may be reasonably required by the City’s Office of Risk Management. [Signatures on next page) foors0393.3) Page 5IN WITNESS WHEREOF, City has executed this. Agreement on » 2015; Squire Pation Boggs LLP has executed this Agreement +2015. APPROVED AS TO FORM: By: hath Prrmen Til: Assistant Cify igor APPROVED BY OFFICE OF ECONOMIC INCLUSION: By: ‘Name: Thomas Corey Title: Director CITY PURCHASING APPROVAL gL: Chief Procurement Officer/City PurchsSingAgent CERTIFICATION OF FUNDS: a Certified Date,__OCT 2 9 2018) Fund/Code: Br go ES Na Rewinald Zeno Title: Finance Director oor.) Page 6Attachment A ‘Scope of Services Consultant shall assume the specific assignments and general responsibilities of the Consultant as directed by the City Manager or the City Manager's designee. Consultant retains the sole and exclusive right to control and direct the manner or means by which the services are performed. ‘The City retains the right fo control the matters to be pursued and the positions to be taken, ‘The parties hereby acknowledge that Ms, Carolina Mederos will be primarily responsible for the work done on behalf of the City. If Ms. Mederos for any reason cannot perform on behalf of the City under the terms of this Agreement, the City shall have the right to terminate the Agreement as 50 provided within the Agreement, 1. City Representation ‘As directed by and/or in consultation with the City Manager, or the City Manager's designee, the Consultant shall do the following: ‘A. Act as an official representative of the City with Members of Congress, governmental agencies, and persons involved in governmental affairs affecting the City. B, Advocate on behalf of City-sponsored legislation and on specific bills and issues of interest and benefit to the City. C. Serve as a consistent and effective primary point of contact between City and Federal officials, legislators, and staff. D. Arrange meetings with federal officials, legislators, and staff for the Mayor, City ‘Manager, Members of Cincinnati City Council, and City staff, brief visiting officials, prepare all necessary materials, and participate as required. 1, Esdoral Agenda, Leeitative Goals, and Work Plan Consultant shall work in consultation with City officials and staff to develop a federal agenda including legislative and executive branch priorities, legislative goals, and action plan for achieving the City's priorities. Consultant shall advise City officials and staff with respect to Proposed legislation including the timing and nature of direct contacts that is most ‘appropriate with key decision makers. Consultant shall work with City officials and staff to identify an appropriate plan for presenting the City's agenda to the Ohio Congressional delegation as well as key committees and federal agencies. Consultant shall draft support letters, letters of request for assistance, funding requests to Congress and the federal agencies, and all other materials necessary to achieve the City's priorities. (oors0393.3) Page 7HL. Grant and Funding Opportunities Consultant shall research, monitor, and apprise the City of federal grant and funding ‘opportunities for which the City may be eligible as listed in the Federal Register, federal ageney announcements, Intemet sites, and all other relevant information sources. Consultant shall expedite, process, and monitor City applications in response to competitive grant opportunities. TV. Communication Consultant shall submit timely and informative reports to the City Manager on no less than a monthly basis describing in detail activities and services performed by the Consultant on behalf of the City and reflecting progress toward achieving the City’s legislative and funding priorities as outlined by the Mayor, City Manager and/or the City Manager's designee, and City Couneit. Consultant shall appear before the City Council and Committees to report on legislative activity and other matters related to the Consultant's scope of work four times per year or ‘when 0 directed by the City Manager and/or the City Manager's designee, Consultant shall proactively obtain and provide timely and accurate information conceming matters and issues of interest to the City of Cincinnati including changes in federal laws and regulations ‘and availability of federal grants, identify and monitor federal legislation and federal agency decision and rule making processes which may impact the City, It is understood that the Consultant shall remain in frequent communication with the City through both written and verbal means, such as e-mail and telephone. Such contact shall be ‘coordinated from the Consultent’s end through Ms. Carolina Mederos and from the City’s ‘end through the City Manager or the City Manager's designee. 'V. Other Organizations Consultant shall work with national organizations, including, but not limited to, the National League of Cities, U.S, Conference of Mayors, American Public Transportation Association, and other relevant organizations to strengthen the City’s relationships and involvement with these organizations and advance City legislative and funding priorities. oom03993) Page 8