2-Attachment E Example Lobbying Agreement.pdf

County Contract No.

Updated: January 11, 2024

1. Attachment E

RFP LOBBYING EXAMPLE AGREEMENT

An Agreement between Salt Lake County and for

This Agreement is between Salt Lake County, a body corporate and politic of the State of Utah (“County”), on behalf of its , and , a [business entity type and state of origin], with its principal place of business at (“Consultant”). County and Consultant may be referred to as “the Parties.”

THEREFORE, the Parties agree as follows:

A. County issued a Request for Proposals for

(“RFP”).

B. Consultant submitted a proposal in response to County’s RFP (“Proposal”).

C. The Mayor or designee approved the recommendation of the RFP selection committee to enter into an agreement with Consultant.

1. SCOPE OF SERVICES [To be based on the RFP and Consultant’s Proposal]

1.1. Consultant agrees to represent the County Mayor and Council Office before the Utah

State Legislature and other local government entities to ensure County’s positions and interests are effectively represented pursuant to the policies and goals established by the County and as direct of the County legislative team. Consultant shall provide the County with legislative review, advocacy and guidance as requested in County’s RFP, attached and incorporated into this Agreement as Addendum 1.

1.2. The Agreement and the attachments, exhibits, and addenda are complementary, and what is called for by any one of them shall be as binding as if called for by all. Although certain provisions of Addendum 1 are not expressly set forth in this Agreement, those provisions shall have the same force and effect as though fully set forth unless said provisions conflict, either directly or indirectly, with other provisions stated in this Agreement or in any other Addendum. In the event of inconsistency between any provision of the Addenda with the provisions in any other Addendum or in this Agreement, the provisions that control shall be determined in accordance with the order of precedence set forth in this Agreement.

2. CONSIDERATION/PAYMENT [To be based on the RFP and Consultant’s Proposal]

2.1. County shall pay Consultant an amount not to exceed $ for the performance of obligations provided by Consultant under this Agreement.

2.2. Couny agrees to pay Conultant at the end of each calendar quarter for service performed by the Consultant during the three-month period immediately precding that date.

Consultant agrees to submit an invoice of services performed on or before April 15th, July 15th, October 15th, and January 15th of each year. No quarterly payment shall become due until thirty (30) days following receipt by County of Consultant’s accurate invoice for said installment payment which invoice shall set forth in detail the services provided and for which County is being billed.

2.3. Said invoice will detail the billing rates, whether hourly, daily or other, the work performed, by whom and on what dates.

2.4. County has the right to request additional information or require Consultant to correct an inaccurate invoice before paying.

2.5. The price(s) proposed are inclusive of all expense by Consultant and must be guaranteed as fixed for 24 months after the Effective Date.

3. EFFECTIVE DATE/TERM [To be based on the RFP and Consultant’s Proposal]

3.1. This Agreement is effective upon the signature of the last Party to sign (as indicated by the date accompanying the authorized representative’s signature) (the “Effective Date”).

3.2. This Agreement will terminate 24 months following the Effective Date (“Term”), unless terminated sooner as provided in this Agreement.

4. INDEPENDENT CONTRACTOR AND TAXES

Consultant is an independent contractor. Consultant shall discharge all of the obligations of an independent contractor under federal, state, and local law, including but not limited to, those obligations relating to employee supervision, benefits, and wages; taxes; unemployment compensation and insurance; social security; workers’ compensation; disability pensions and tax withholdings, including the filing of all returns and reports and the payment of all taxes, assessments, and contributions and other sums required of an independent contractor. This Agreement does not create a partnership, joint venture, or employer/employee relationship.

5. NO THIRD-PARTY BENEFICIARIES

The Parties agree that Consultant’s obligations under this Agreement are solely to County. This

Agreement shall not confer any rights to third parties.

6. AGENCY

No agent, employee, or servant of Consultant or County is or shall be deemed to be an employee, agent, or servant of the other party. None of the benefits provided by each party to its employees including, but not limited to, workers’ compensation insurance, health insurance and unemployment insurance, are available to the employees, agents, or servants of the other party.

Consultant and County shall be entirely responsible for their acts and for the acts of their agents, employees, and servants during the performance of this Agreement.

7. COUNTY REPRESENTATIVE

County will appoint a County Representative to assist in its administration of this Agreement and to coordinate performance of the services to be provided by Consultant under this Agreement.

The County Representative does not have authority to amend or alter this Agreement.

8. CONSULTANT REPRESENTATIVE

Consultant shall designate an employee and make known to County the name and title of this employee within its organization who is authorized to act as Consultant’s representative in its performance of this Agreement. Consultant Representative shall have the responsibility of working with County to coordinate the performance of its obligations under this Agreement.

9. STANDARD OF PERFORMANCE/PROFESSIONALISM

Consultant agrees to perform its services under this Agreement with the highest level of professionalism observed by professionals in its industry.

10. INDEMNIFICATION

To the fullest extent allowable by law, Consultant agrees to indemnify County, its officers, agents, and employees against any and all actual or threatened claims, losses, damages, injuries, and liabilities of, to, or by third parties, including Consultant, its subcontractors, or the employees of either, including claims for personal injury, death, or damage to personal property or profits and liens of workmen and material men (suppliers), however allegedly caused, resulting directly or indirectly from, or arising out of, Consultant’s breach of this Agreement or any acts or omissions of or by Consultant, its agents, representatives, officers, employees, or subcontractors in connection with the performance of this Agreement. Consultant agrees that its duty to indemnify County under this agreement includes all litigation and court costs, expert witness fees, and any sums expended by or assessed against County for the defense of any claim or to satisfy any settlement, arbitration award or verdict paid or incurred by or on behalf of County.

11. GOVERNMENTAL IMMUNITY

County is a body corporate and politic of the State of Utah, subject to the Governmental

Immunity Act of Utah (the “Act”), Utah Code §§ 63G-7-101 to -904. The Parties agree that County shall only be liable within the parameters of the Act. Nothing contained in this Agreement shall be construed to modify the limits of liability set forth in that Act or the basis for liability as established in the Act. Nothing in this Agreement or any act or forebearance in the course of performance shall be construed as a waiver of the Act.

12. INSURANCE

12.1. Consultant shall, at its sole cost and expense, secure and maintain during the Term of this

Agreement, the following minimum insurance coverages:

12.2. General Requirements

12.2.1. Any insurance coverage required herein that is written on a “claims made” form rather than on an “occurrence” form shall (i) provide full prior acts coverage or have a retroactive date effective before the date of this Agreement, and (ii) be maintained for a period of at least 3 (three) years following the end of the Term of this Agreement or contain a comparable “extended discovery” clause. Evidence of current extended discovery coverage and the purchase options available upon policy termination shall be provided to County.

12.2.2. All policies of insurance shall be issued by insurance companies licensed to do business in the State of Utah and either:

(i) Currently rated A- or better by A.M. Best Company; or

(ii) Listed in the United States Treasury Department’s current Listing of Approved Sureties (Department Circular 570).

12.2.3. Consultant shall furnish certificates of insurance, acceptable to County, verifying the foregoing matters concurrent with the execution hereof and thereafter as required.

12.2.4. In the event any work is subcontracted, Consultant shall require its subcontractor, at no cost to County, to secure and maintain all minimum insurance coverages required of Consultant hereunder.

12.2.5. All required certificates and policies shall provide that coverage thereunder shall not be canceled or modified without providing 30 (thirty) days prior written notice to County.

12.2.6. In the event Consultant fails to maintain and keep in force any insurance policies as required herein, County shall have the right at its sole discretion to obtain such coverage and reduce payments to Consultant for the costs of said insurance.

12.3. Specific Requirements. Consultant agrees to secure and maintain the following required policies of insurance in accordance with the general insurance requirements set forth in the preceding subsection:

12.3.1. Workers’ compensation and employer’s liability insurance as required by the State of Utah unless a waiver of coverage is allowed and acquired pursuant to Utah law. This requirement includes contractors who are doing business as an individual and/or as a sole proprietor as well as corporations, limited liability companies, joint ventures and partnerships. In the event any work is subcontracted, Consultant shall require its subcontractor(s) similarly to provide workers’ compensation insurance for all of the latter’s employees, unless a waiver of coverage is allowed and acquired pursuant to Utah law.

12.3.2. Commercial general liability insurance on an occurrence form with County as an additional insured, in the minimum amount of $500,000 per occurrence with a $1,000,000 general policy aggregate. The policy shall protect County and Consultant from claims for damages for personal injury, including accidental death, and from claims for property damage that may arise from Consultant’s acts or omissions under this Agreement, whether performed by Consultant itself, any subcontractor, or anyone directly or indirectly employed by either of them. Such insurance shall provide coverage for premises operations, acts of independent contractors, and completed operations.

12.3.3. Professional liability insurance on an occurrence form in the minimum amount of $1,000,000 per occurrence with a $2,000,000 general policy aggregate.

12.3.4. Commercial automobile liability insurance that provides coverage for owned, hired, and non-owned automobiles, with County as an additional insured, in the minimum amount of $100,000 per occurrence / $300,000 per accident / $50,000 property damage OR single combined limit of $500,000.

13. CONFLICTS OF INTEREST

13.1. Consultant, by signing this Agreement, represents that no County employee has or shall be given any pecuniary interest, direct or indirect, related to this Agreement and that none of Consultant’s owners, directors, officers, or employees serve on any Salt Lake County boards or committees or are County employees or relatives of a County employee. “County employee” includes any elected or appointed official of the County. A "relative" means parent, spouse, child, sibling, uncle, aunt, nephew, niece, first cousin, parent-in-law, child-in-law, sibling-in-law, or household member.

13.2. If any such potential conflict of interest exists, Consultant shall immediately disclose to County the name of any individuals with a potential conflict of interest so County may review the potential conflict. This duty to disclose any potential conflicts shall continue throughout the Term of this Agreement and Consultant shall advise County immediately if any potential conflict of interest is discovered or arises. Consultant shall immediately remove the employee with the conflict from providing further services under the Agreement.

13.3. Any violation of this section may be deemed a material breach of the Agreement.

14. ETHICAL STANDARDS

Consultant represents that it has not: (a) provided an illegal gift to any County officer or employee, or former County officer or employee, or to any relative or business entity of a County officer or employee, or relative or business entity of a former County officer or employee; (b) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees of bona fide commercial agencies established for the purpose of securing business; (c) breached any of the ethical standards set forth in Utah Code § 17-16a-4 or Salt Lake County Code of Ordinances § 2.07; or (d) knowingly influenced, and hereby promises that it will not knowingly influence, any County officer or employee or former County officer or employee to breach any of the ethical standards set forth in State statute or Salt Lake County ordinance.

15. CAMPAIGN CONTRIBUTIONS

The Salt Lake County campaign finance disclosure ordinance limits campaign contributions by contractors to County candidates. Salt Lake County Code of Ordinances § 2.72A. Consultant acknowledges and understands those limitations on campaign contributions mean that any person, business, corporation, or other entity that is engaged in any contract with County on the date of the contribution or has contracted with County at any time during a one-year period prior to the date of the contribution is prohibited from making campaign contributions in excess of $100 to County candidates during the Term of the Agreement and during a single election cycle as defined in the ordinance.

16. PUBLIC FUNDS AND PUBLIC MONIES

16.1. Definitions: “Public Funds” and “Public Monies” mean monies, funds, and accounts, regardless of the source from which they are derived, that are owned, held, or administered by the state or any of its boards, commissions, institutions, departments, divisions, agencies, bureaus, laboratories, or other similar instrumentalities, or any county, city, school district, political subdivision, or other public body. These terms also include monies, funds, or accounts that have been transferred by any of the aforementioned public entities to a private contract provider for public programs or services. Said funds shall maintain the nature of public funds while in Consultant’s possession.

16.2. Consultant’s Obligation: Consultant, as recipient of public funds and public monies pursuant to this and other contracts related hereto, understands that it, its officers, members, managers, agents, representatives, and employees are obligated to receive, keep safe, transfer, disburse, and use these public funds and public monies as authorized by law and this Agreement for the provision of services to Salt Lake County. Consultant understands that it, its officers, members, managers, agents, representatives, and employees may be criminally liable under Utah Code § 76-8-402, for misuse of public funds or monies.

Consultant understands that County may monitor the expenditure of public funds by Consultant. Consultant understands that County may withhold funds or require repayments of funds from Consultant for contract noncompliance, failure to comply with directives regarding the use of public funds, or for misuse of public funds or monies.

17. EARLY TERMINATION

17.1. Termination for Breach. County may terminate this Agreement for breach by Consultant, effective upon written notice to Consultant stating County’s intention to terminate this Agreement.

17.2. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement for any failure or delay in fulfilling or performing any Term of this Agreement when and to the extent such Party's (the “Impacted Party”) failure or delay is caused by or results from the following unforeseen force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics (excepting COVID) or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;

(d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within fifteen (15) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period in excess of thirty (30) consecutive days following written notice given by it under this section, either Party may thereafter terminate this Agreement upon fifteen (15) days’ written notice to the other party. Termination of the Agreement under this Force Majeure provision will be treated as a Termination for Convenience, consistent with Section 17.4, below.

17.3. Non-Funding Clause. If funds are not available beyond December 31 of any effective fiscal year of this Agreement, County’s obligation for performance of this Agreement beyond that date shall be null and void. This Agreement shall create no obligation on County as to succeeding fiscal years and shall terminate and become null and void on the last day of the fiscal year for which funds were budgeted and appropriated, except as to those portions of payments agreed upon for which funds were appropriated and budgeted.

Said termination shall not be construed as a breach of this Agreement or any event of default under this Agreement and said termination shall be without penalty, whatsoever, and no right of action for damages or other relief shall accrue to the benefit of Consultant, its successors, or its assigns, as to this Agreement, or any portion thereof, which may terminate and become null and void.

If funds are not appropriated for a succeeding fiscal year to fund performance by County under this Agreement, County shall promptly notify Consultant of said non-funding and the termination of this Agreement, and in no event, later than thirty (30) days prior to the expiration of the fiscal year for which funds were appropriated.

17.4. Termination for Convenience. This Agreement may be terminated by County for any reason or for no reason, upon not less than thirty (30) days’ prior written notice to Consultant delivered in accordance with Section 17.5 stating County’s intention to terminate this Agreement. Upon such termination, Consultant shall be paid for all services in compliance with this Agreement up to the date of termination. Consultant agrees that County’s termination for convenience will not be deemed a termination for breach nor will it entitle Consultant to any rights or remedies provided by law or this Agreement for breach of contract by County or any other claim or cause of action.

17.5. Termination Notices. All notices required under this Section 17 shall be made in writing and shall be sent via overnight express carrier or by certified or registered mail, return receipt requested, to the Parties at the following addresses:

COUNTY: Contracts Administrator

Salt Lake County 2001 South State, Suite, N4-600 Salt Lake City, Utah 84190-3100

CONSULTANT: [Name and Address]

Notice shall be effective upon the next business day following the date of delivery stated on the receipt provided by the carrier.

18. COMPLIANCE WITH LAWS

Each party agrees to comply with all federal, state, and local laws, rules, and regulations in the performance of its duties and obligations under this Agreement. Consultant certifies it is in compliance with Utah Code § 63G-27-201 and will remain in compliance for the duration of this Agreement. Consultant is responsible, at its expense, to acquire, maintain, and renew during the Term of this Agreement, all necessary permits and licenses required for its lawful performance of its duties and obligations under this Agreement. Consultant is subject to and shall fully comply with the Government Data Privacy Act, Utah Code § 63A-19-101 et seq., at Consultant's sole cost.

19. NON-DISCRIMINATION

Consultant and any agent of Consultant agree that they shall comply with all federal, state and county laws, rules, and regulations governing discrimination and they shall not discriminate in the engagement or employment of any person under this Agreement.

20. NOTICE TO RETIREES OF UTAH RETIREMENT SYSTEMS (“URS”)

County is a URS “participating employer.” Entering into an agreement with County may affect a URS retiree’s retirement benefits including, but not limited to, cancellation of the retiree’s “retirement allowance” due to “reemployment” with a “participating employer” pursuant to Utah Code §§ 49-11-101 through 1401. In addition, Consultant is required to immediately notify County if a retiree of URS is the contractor; or an owner, operator, or principal of the contractor. Consultant shall refer the URS retiree to the URS Retirement Department at 801-366-7770 or 800-695-4877 for all questions about post-retirement employment regulations.

21. EMPLOYEE STATUS VERIFICATION SYSTEM

If this Agreement was the result of a Request for Proposals or sole source by County, Consultant shall register and participate in the Status Verification System before entering into a contract with County as required by, and agrees to comply with, Utah Code § 63G-12-302.

Consultant’s failure to so comply may result in the immediate termination of this Agreement.

22. CONFIDENTIALITY

Consultant shall hold all information provided to it by County for the purposes of its performance of this Agreement, whether provided in written or other form, in strict confidence, shall make no use thereof other than for the performance of the Agreement, and shall not release any of said information to any third party, any member of Consultant’s firm who is not involved in the performance of services under the Agreement, or to any representative of the news media without prior written consent of County. Materials, information, data, reports, plans, analyses, budgets, and similar documentation provided to or prepared by Consultant in performance of this Agreement shall also be held confidential by Consultant. County shall have the sole obligation or privilege of releasing such information as required by law.

23. OWNERSHIP OF WORK PRODUCT

All work performed by Consultant under this Agreement shall become the sole property of

County. Ownership of the work shall apply regardless of the form of the work product including, but not limited to, writings, drawings, reports, any form of video or audio, etc. Upon final payment by County to Consultant, Consultant shall deliver to County all work product applicable to the services provided under this Agreement including, but not limited to, work product in draft form.

24. GOVERNMENT RECORDS ACCESS MANAGEMENT ACT

Consultant acknowledges that County is a governmental entity subject to the Utah Government

Records Access and Management Act (“GRAMA”), Utah Code §§ 63G-2-101 to -901. As a result, County is required to disclose certain information and materials to the public, upon request.

Consultant agrees to timely refer all requests for documents, materials, and data in its possession relating to this Agreement and its performance to the County Representative for response by County.

Generally, any document submitted to County is considered a “public record” under GRAMA.

Any person who provides to County a record that the person believes should be protected under U.C.A §§ 63G-2-305(1) or (2) shall provide both: (1) a written claim of business confidentiality and (2) a concise statement of reasons supporting the claim of business confidentiality. Generally, GRAMA only protects against the disclosure of trade secrets or commercial information that could reasonably be expected to result in unfair competitive injury.

25. ASSIGNMENT

Consultant shall not assign or transfer its obligations nor its rights to compensation under this

Agreement, without the prior written approval of County which may be withheld at County’s sole discretion. County reserves the right to assert any claim or defense it may have against Consultant and against any assignee or successor-in-interest of Consultant.

26. SUBCONTRACTING

Consultant agrees that it shall not subcontract its duties or obligations under this Agreement without prior express written consent of County which may be withheld at County’s sole discretion.

27. TIME

The Parties agree that time is of the essence in the performance of this Agreement. The time set forth for performance in this Agreement shall be strictly followed and any default in performance according to the times required shall be a breach of this Agreement and shall be just cause for immediate termination by County of this Agreement and pursuit of any remedy allowed by this Agreement and by law.

28. ENTIRE AGREEMENT

County and Consultant agree that this Agreement constitutes the entire integrated understanding between County and Consultant, and that there are no other terms, conditions, representations, or understanding, whether written or oral, concerning the rights and obligations of the Parties to this Agreement. This Agreement may not be enlarged, modified, or altered, except in writing, signed by the Parties. Only the Salt Lake County Mayor or designee by executive order (available on the County's website) can execute an amendment to this Agreement. The failure of County to insist, in any one or more instances, upon a strict performance of any term or provision of this Agreement shall not be construed as a waiver or relinquishment thereof, but the same shall continue and remain in full force and effect, unless expressly waived in a written and signed amendment.

29. GOVERNING LAW AND VENUE

This Agreement shall be governed by the laws of the State of Utah and the ordinances of Salt

Lake County, both as to interpretation and performance, without regard to Utah’s choice of law provisions. All actions, including but not limited to court proceedings, administrative proceedings, and mediation proceedings, shall be commenced, maintained, adjudicated, and resolved within the jurisdiction of the State of Utah, within Salt Lake City, in the Third Judicial District Court for Salt Lake County.

30. COUNTERPARTS

This Agreement may be executed in several counterparts.

31. INTERPRETATION

The Agreement documents are complementary and what is called for by any one of them shall be as binding as if called for by all. In the event of any inconsistency between any of the provisions of the Agreement documents, the inconsistency shall be resolved by giving precedence in the following order:

A. This Agreement;

B. Salt Lake County’s Request for Proposals (Addendum 1); and C. Consultant’s Proposal in response to County’s Request for Proposals (Addendum

2).

32. SEVERABILITY AND SURVIVAL

If any provision of this Agreement shall be invalid, prohibited or unenforceable under applicable law, such provision shall be ineffective to the extent of such invalidity or prohibition, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any provision of this Agreement that imposes an obligation on a party after termination or expiration of this Agreement will survive the termination or expiration of this Agreement and will be enforceable by the other party.

33. GEOGRAPHIC INFORMATION SYSTEM (GIS) DATA

If any GIS data is created or maintained under this Agreement, Consultant agrees to comply with Countywide Policy 1013 – Standards for Geographic Information System.

34. PAYMENT CARD DATA

If, under this Agreement, Consultant processes payment card transactions on behalf of County, Consultant agrees to comply with the Payment Card Industry's Data Security Standard and Countywide Policy 1400-7 - Payment Card Industry Data Security Standard .

35. ATTORNEY REPRESENTATION

Consultant represents, acknowledges, and expressly agrees that Consultant has either (i) consulted with an attorney regarding the terms of this Agreement and whether to enter into it and

(ii) made an informed conscious decision to proceed without an attorney. Consultant affirmatively represents to County that Consultant understands all terms of the Agreement and that Consultant signs the Agreement as Consultant’s own free act.

IN WITNESS WHEREOF, the Parties execute this Agreement.

Salt Lake County Consultant Signature:

Mayor or Designee

Title:

Date:

Date:

Division Review The individual signing above hereby represents and warrants that they are duly authorized to execute and deliver this Agreement on behalf of Consultant by authority of law and that this Agreement is binding upon Consultant. A person who makes a false representation of authority may be subject to criminal prosecution under Utah Code § 76-8-504.

Department Review (if the total contract price exceeds $100,000.00)

Reviewed as to form and legality for Salt Lake County