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HomeMy WebLinkAboutC24-242 Squire Patton Boggs LLP AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND SQUIRE PATTON BOGGS, LLP THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between Squire Patton Boggs, (US) LLP, an Ohio limited liability partnership (hereinafter “Consultant”), and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County desires to hire Consultant to provide federal advocacy expertise and approach to supporting the I-70 interchange project serving the communities of Gypsum and Eagle (the “Project”); and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A, which is attached hereto and incorporated herein by reference, in addition to the services included in this Paragraph 1 (“Services”). The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. In addition to the services described in Exhibit A, Consultant shall perform the following services: i. Reach out to Consultant’s contacts and connections on rail including Union Pacific to discuss the project and meeting request; ii. Work with the Town of Gypsum and the County on sharing feedback and information to prepare for a meeting with Union Pacific; and iii. Use best reasonable efforts to set a meeting with Union Pacific to pitch County’s project idea and follow up with decision-makers on both sides of the project. b. Consultant agrees to furnish the Services no later than August 15, 2024. Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 5/21/2024 2 Squire Patton Boggs, LLP 2024 of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. c. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. d. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. County’s Representative. The County Manager Office’s designee shall be Consultant’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence on May 15, 2024, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect for a three-month period, through August 15, 2024. 4. Extension or Modification. This Agreement may be extended for an additional six (6) month period upon written agreement of the parties. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant for the performance of the Services in the amount of $7,500.00 per month during the Term hereof. The performance of the Services under this Agreement shall not exceed $22,500.00. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 3 Squire Patton Boggs, LLP 2024 shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-Consultants. 7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 4 Squire Patton Boggs, LLP 2024 ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant’s certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. Consultant’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant’s policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 5 Squire Patton Boggs, LLP 2024 policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers’ compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify, defend, and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub-consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 6 Squire Patton Boggs, LLP 2024 subconsultant in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Jeff Shroll 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8604 E-Mail: jeff.shroll@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONSULTANT: Squire Patton Boggs, LLP Attention: Mara Sheldon 717 17th Street, Suite 1825 Denver, CO 80202 Telephone: 303-894-6109 E-Mail: mara.sheldon@squirepb.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and Consultants. Consultant shall coordinate the Services required hereunder with the other consultants and Consultants that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or Consultants, in writing, of any changes or revisions to Consultant’s work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or Consultants extra DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 7 Squire Patton Boggs, LLP 2024 work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent Consultant and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 8 Squire Patton Boggs, LLP 2024 or any other relationship between County and Consultant except that of independent Consultant. Consultant shall have no authority to bind County. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 16. Data Security. a. Definitions: i. “County Data” means all data created by or in any way originating with County and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with County and End Users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to County’s use of Consultant Services and Protected Information. DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 9 Squire Patton Boggs, LLP 2024 ii. “End User” means the individuals (including, but not limited to employees, authorized agents, students and volunteers of County; Third Party consultants, auditors and other independent Consultants performing services for County; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of County provided services; and any external users collaborating with County) authorized by County to access and use the Services provided by Consultant under this Agreement. iii. “Protected Information” includes, but is not limited to, personally-identifiable information, student records, protected health information, criminal justice information or individual financial information and other data defined under C.R.S. §§ 24-72-101 et seq., and personal information that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use and disclosure of such information. The loss of such Protected Information would constitute a direct damage to the County. iv. “Security Incident” means the potentially unauthorized access by non-authorized persons to personal data or non-public data the Consultant believes could reasonably result in the use, disclosure or theft of County Data within the possession or control of the vendor. A Security Incident may or may not turn into a data breach. b. During the course of Consultant's performance of the Work, the Consultant may be required to maintain, store, process or control County Data. The Consultant represents and warrants that: i. Consultant will take all reasonable precautions to maintain all County Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data; ii. Consultant’s collection, access, use, storage, disposal and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives; iii. Consultant will notify County of any Security Incident as soon as practicable, but no later than 24 hours after Consultant becomes aware of it; iv. Consultant will provide information sufficient to satisfy County’s legal and regulatory notice obligations. Upon notice of a Security Incident, County shall have the authority to direct Consultant to provide notice to any potentially impacted individual or entity, at Consultant’s expense, and Consultant shall be liable for any resulting damages to County. v. Where Consultant has been contracted to maintain, store or process personal information on behalf of the County, it shall be deemed a “Third-Party Service Provider as defined in C.R.S. § 24-73-103(1)(i), and Consultant shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and vi. Consultant will promptly return or destroy any County Data upon request from the County Representative. c. Consultant’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 10 Squire Patton Boggs, LLP 2024 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONSULTANT SQUIRE PATTON BOGGS (US) LLP By: _____________________________________ Name: __________________________________ Title: ___________________________________ DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 Peter Gould Managing Partner, Denver 11 Squire Patton Boggs, LLP 2024 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 Proposal for Advocacy for I-70 Interchange Project serving Gypsum and Eagle in Eagle County, CO January 2024 DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 Contents Introduction Page 1 Strategy and Approach Page 2 Our Experience Page 6 Budget Page 6 Squire Patton Boggs is the trade name of Squire Patton Boggs (US) LLP, a limited liability partnership organized under the laws of the state of Ohio, USA. Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities. Please visit squirepattonboggs.com for more information. DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 Squire Patton Boggs | Proposal to Support the I-70 Interchange Project Serving Gypsum and Eagle in Eagle County Page 1 Introduction Squire Patton Boggs (US) LLP (SPB) is pleased to share our federal advocacy expertise and approach to supporting the I-70 Interchange Project serving the communities of Gypsum and Eagle (the Project). We recognize the long-term transformational effects that the completion of this project could deliver to the local and broader Western Colorado communities, not only to provide a transportation linkage and protect wildlife but also to stimulate economic development, and we are eager to play a part in making th e completion possible. We offer the Project a team of transportation and infrastructure policy professionals with experience shaping every major surface transportation bill of the past two decades – from within and outside of the federal government. We believe our deep and diverse substantive expertise and capabilities, combined with our experience serving as federal advocates on behalf of public entities of all sizes, make our team uniquely qualified support the Project and help secure state and federal funding, as well as advi se on public and private partnerships. More broadly, we have a long and consistent record of success representing transit and commuter rail agencies, water districts, airports, cities, counties, municipalities, and other public agencies on matters across the full spectrum of funding, policy, regulatory, and compliance issues. Our achievements include consistent, high-level success in securing federal resources to support our client 's projects and priorities. Deeply committed to our client service principles, our clients trust our advice and counsel because of our integrity and know our interactions with elected and appointment officials at all levels of government will always reflect positively on their behalf. The clients that choose our firm, and the long-term continuation of those representations through changes in political administrations at all levels of government, attest to the quality of service we provide and the results we achieve. We appreciate being considered to represent the Project and advocate on its behalf before government and other important stakeholders to see it to a successful completion . Moreover, it would be our privilege to support building the engine for further economic development in Western Colorado. The following proposal describes our advocacy strategy and approach, and relevant experience. We look forward to the opportunity to discuss this representation further with you. Sincerely, Michael J. Dino Principal, Denver, CO T +1 303 594 8818 E michael.dino@squirepb.com Mara Sheldon Principal, Denver, CO T +1 720 840 1638 E mara.sheldon@squirepb.com DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 Squire Patton Boggs | Proposal to Support the I-70 Interchange Project Serving Gypsum and Eagle in Eagle County Page 2 1. Strategy and Approach The hallmark of our approach to client services is to develop strategies geared to each client’s unique circumstances yet ultimately focused on ensuring our clients are heard at the right time by the right people. We view strategy development as charting paths to optimal solutions, and any effective strategy must be the product of a collaborative effort between our professionals and the client. Our approach, as outlined here, is thus necessarily general and is based on strategies that have brought considerable success to our clients. At the start of each client representation and periodically thereafter, we carefully review client aims and map out a range of potential options to achieve them, always mindful of the cadence of legislative and appropriations cycles we seek to influence on each client’s behalf. Our strategy would generally comprise the following intersecting and complementary components: Strategic Advocacy and Political Engagement Working with the Project team, we would jointly develop an approach for direct engagement with the Biden Administration, federal government agencies, the Colorado congressional delegation and Members of Congress on key congressional committees with funding powers over agencies and departments relevant to funding of the Project, as well as state level officials including legislators, CDOT, Governor’s office, resort guests, emergency services and the community as a whole who can champion the Project’s cause. We would greatly value the opportunity to work in partnership with the Project in educating key lawmakers to build bipartisan recognition of the Project’s long-term transformational effects. We would build on the existing foundation that the Project has with the Colorado congressional delegation and strengthen those relationships by leveraging our own connections and experiences working with Coloradan Members to enhance the Project’s profile and its economic development necessity to the local communities and the state. Stakeholder Mapping, Targeting and Outreach Our long-term success for strategic advocacy is built on our ability to combine the unique needs of each client with the priorities of Congress and executive branch agencies. Similarly, we focus on the same at the state and local levels. We take the time to understand our clients, their goals and objectives. We maintain working relationships with those who oversee policy and regulatory changes of interest to our clients and formulate the best strategies to help our clients achieve their goals. Having represented Eagle County, Summit County and the Towns of Vail, Avon and Breckenridge, we know the unique value local stakeholders have and the voice they can lend in support to the Project. We will work in partnership with the Project team to develop a list of congressional, federal, state and local stakeholders whom we would approach on the Project’s behalf and ensure the Project team understands the positions of its targeted audience, especially as we build support from relevant funding decision-makers. This list would also include influential staff members (some of whom you may have already contacted). Because we pursue a bipartisan approach to representation, our effectiveness is not reliant solely upon associations with any particular party or individuals, but rather is driven by our ability to understand client needs and translate those needs into actionable improvements in federal law, regulation, and policies. This approach has yielded client successes over repeated changes in political party control. Our policy professionals are regularly on Capitol Hill monitoring issues for our clients and communi cating with key Strategic advocacy and political engagement Federal funding strategy Profile- building and reputation enhancement DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 Squire Patton Boggs | Proposal to Support the I-70 Interchange Project Serving Gypsum and Eagle in Eagle County Page 3 officials and staff. One of the most significant benefits we offer is that we are often privy to information before it is public due to our expansive network of relationships . Federal Funding Strategy We would identify and secure funding for the Project through our up-to-date understanding of the federal government’s priorities and in-depth insight into the congressional appropriations process and players. We would also assist the Project in building a distinctive federal profile, drawing from our experience and foresight in assisting other transportation improvement projects. In addition, we would assist the Project with pre-submission review of proposals or applications to ensure the Project has a compelling story that would be receptive to the granting agency. The process to appropriate FY2025 federal funds is rapidly approaching, and Community Project Funding request deadlines need to be taken into consideration. We will help the Project team also explore alternative funding streams through programmatic funding and grants. As a bipartisan firm with deep and wide-ranging executive and legislative branch experience and connections, at the leadership and staff levels, both elected and appointed, SPB is optimally positioned to advocate policy and funding goals supporting the Project, especially on earmarks (Community Project Funding). Our team maintains longstanding personal and professional relationships on both sides of the aisle with key House Members, Senators, and congressional staff (including both Committee staff and leadership staff). Our relationships within the Appropriations Committee – including the Chairs, Ranking Members, and professional staff of subcommittees relevant to the Department of Transportation (US DOT) and other federal agency funding – are particularly strong based on years of collaboration on funding and policy. As your strategic advocacy partner, SPB would advance the Project’s existing efforts, elevate the Project’s profile before the federal government and nationally, and educate key Members and their staff on the long- term, broad benefits of the Project, through employing our deep understanding of House and Senate legislative procedures and tools, as well as the culture and unique nuances of both the authorization and appropriations processes. In addition, with earmarks, funding requests would be given certain rankings of importance, and negotiation between Congress and the executive branch is a critical part in the process. Our reach within the Administration and high-level Democratic and Republican leaderships in Congress is yet another invaluable asset for the Project to ensure it stands apart from competing interests, especially as we narrate the Project’s focus on community development, economic welfare and recovery – all of which are also Biden Administration priorities. We are aptly prepared to assist the Project in developing a comprehensive federal appropriations and public policy strategy, and to provide support throughout each stage of the legislative process. This includes: • Engaging the White House Office of Management and Budget (OMB) and advocating for robust federal funding; • Analyzing the President’s annual budget request due out in February • Providing in-depth knowledge and expertise regarding key appropriations measures and specific accounts that fund federal agencies and programs supporting transportation and economic development projects; • Identifying and complying with Member request deadlines for annual appropriations bills; • Articulating specific funding and policy needs and priorities to the appropriate House and Senate Committees of jurisdiction; • Engaging the appropriate Members and key staff prior to and during the Subcommittee and full Committee markup process to advance specific policy and funding goals; DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 Squire Patton Boggs | Proposal to Support the I-70 Interchange Project Serving Gypsum and Eagle in Eagle County Page 4 • Pursuing the amendment process in Committee and on the House and/or Senate floor (if necessary); and • Weighing in at the right time during the complex House-Senate conference negotiation process. All stages are critically important to engaging the House and Senate Committees on Appropriations and achieving desired legislative outcomes. Additionally, we are well -positioned to support and advance the Project’s legislative goals by assisting with the formulation of public witness and Member witness testimony; writing Dear Colleague letters for circulation; crafting Member request letters to the appropriate Committees; drafting one-minute House floor speeches; and writing House floor Member colloquies. Pursuing Grant Opportunities and Favorable Legislative Changes We routinely counsel our clients in how best to pursue federal discretionary grant opportunities – addressing all aspects, from selecting among project candidates, identifying sources for local match requirements, drafting applications, and securing the support of their Congressional delegation for the application. We also focus on changes to legislation or regulations in order to deliver additional funding from federal programs or enhance the ability of a client to use those programs effectively. Often, a minor amendment to pending legislation or rulemaking can mean the difference in qualifying for a federal program, securing a discretionary grant, or lifting a regulatory burden. Providing Comprehensive Technical Assistance We will support the Project team by: • Providing comprehensive technical assistance on all aspects of the Project, including approaches for successfully securing federal funding • Advising on federal funding sources and programs for transportation capital projects • Assisting the Project in submitting competitive funding proposals and applications to federal grant programs We know the transformative power of smart transportation investments and have excelled at positioning clients for federal funding success through discretionary opportunities, finance tools, and even the creation of new federal programs and funding eligibilities. With expertise comes innovation – we have developed unique strategies to help our clients overcome legislative and regulatory obstacles and to make their proposals as competitive as possible. We are committed to our clients’ success in competitive grant programs and devote extensive time to helping frame their proposals. We offer concept-to-completion assistance in identifying federal funding opportunities, including coordinated congressional strategies to support client applications. We position our clients before federal agencies to gain maximum insight into grant criteria before submitting applications. We will regularly alert the Project team to relevant funding opportunities as soon as information is released by federal agencies and provide advance notification when possible. Annually, SPB provides approximately 350 such grant notices to our clients. This comprehensive approach has paid off for our clients – we have a strong history of success with federal grant opportunities when the earmark ban took effect ten years ago, achieving significant results for our transportation agency clients. Finally, we lead broader efforts to increase programmatic funding levels and project eligibility criteria for key programs, including the Capital Investment Grant program, BUILD, and flexible highway programs like the Surface Transportation Block Grant program. Fostering Congressional Relationships The scale of our public entity representation means we have worked with the leadership in the House and Senate and on all committees relevant to public transportation interests, including for federal transit funding and tax issues. We regularly participate in smaller-group sessions with House and Senate leadership staff DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 Squire Patton Boggs | Proposal to Support the I-70 Interchange Project Serving Gypsum and Eagle in Eagle County Page 5 seeking our input or assistance on priority topics. These ties enable us to reach out beyond the natu ral constituency of a client's delegation and raise the profile of client interests with other influential members. We work with leadership, members, and professional staff on the House Transportation and Infrastructure Committee; the House Appropriations Committee and Transportation, Housing and Urban Development Subcommittee; the Senate Banking Committee; the Senate Commerce Committee; the Senate Environment and Public Works Committee; and the Senate Appropriations Committee and Transportation, Housing and Urban Development Subcommittee. We will facilitate and execute congressional and executive agency meetings for the Project’s leadership team in Washington. We are particularly skilled at helping devise meeting plans that ensure high -level meetings with key decision-makers at federal agencies and with members of the Senate and House, committee chairs and ranking members, and other critical congressional players. We have longstanding relationships with Colorado’s congressional delegation. In addition, we offer our own network of bipartisan, bicameral connections with the congressional committees that have jurisdiction over areas of interest to the Project, expanding your range of influence on Capitol Hill. While these relationships are one measure of effective public agency representation, we also work substantively with think tanks and other non-traditional opinion leaders, what we consider "policy influencers," to proactively leverage our voice on our clients' behalf. Strategically Engaging the Executive Branch Beyond supporting client applications for discretionary grant awards, we have found that Executive Branch agencies and officials can be enormously helpful in advancing client aims – or they can be pain points. As former US DOT staffers, members of our team wrote the Department’s rulemakings, negotiated the loan agreements, and drafted the Administration’s transportation legislation and congressional testimony during our time with the Department. Since then, we have fostered our ties within the Department and across other federal agencies. For our clients, this means we can pinpoint the right employee among the nearly 60,000 at US DOT who can answer a program eligibility question, clarify a deadline, or arrange a meeting. Additionally, we track the release of all new agency rulemakings and published guidance on a daily basis. For items of likely interest to clients, we provide real-time analysis and advice on how clients may be affected. We also work with clients to develop comments to submit to the docket on rulemakings of particular interest or concern, often coordinating with transit agencies or trade associations to leverage our messaging. We have found great value in de-briefs with Department staff after unsuccessful discretionary grant applications; we incorporate changes based on that agency feedback into subsequent grant applications, often with successful results. Finally, we regularly serve as the voice of our clients at Executive Agency meetings in Washington, supplementing the invaluable meetings we arrange for clients with Department leaders. Keeping You Informed and Engaged We will develop, advocacy materials, correspondence, and other information regarding the Project to use with key stakeholders and stay in regular contact with the Project team on progress. Profile-building and Reputation Enhancement As previously touched on, we will tap into our expansive network of contacts in nationally recognized policy influencers to consider strategies to promote the Project’s benefits via our relationships with prominent Colorado- and Washington DC-based organizations, as well as seek appropriate media opportunities. SPB is experienced in working with external communications teams with which our clients choose to engage to supplement their public advocacy efforts. We are prepared to work with any such organization the Project team decides to separately employ, including KLG Engineering and provide our advice on how DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 Squire Patton Boggs | Proposal to Support the I-70 Interchange Project Serving Gypsum and Eagle in Eagle County Page 6 to ensure the external communications strategy would complement, and not impede, on the Project’s federal lobbying efforts. 2. Our Experience Qualifications and Experience of the Team Our highly regarded Transportation, Infrastructure, and Local Government (TILG) practice group provides strategic counsel on transportation and economic development projects covering a wide range of funding, finance/tax, policy, regulatory, and safety compliance issues . We recognize that transportation, land use, housing, and economic development issues are closely linked, and our joint transportation and municipal practice enables us to address these issues comprehensively for our clients. Our achievements include consistent, high-level wins in helping public, private, and non-profit clients secure federal resources that support their projects and policy changes to advance their priorities. At a firm level, SPB is one of the leading law and lobbying firms in the US. Our Public Policy Practice, which is ranked atop by the US guides published by Chambers and Legal 500 for government relations, is also consistently recognized by publications such as American Lawyer, National Law Journal, Roll Call, Politico Influence, and The Hill. Bipartisan Connections We have developed an extended network of bipartisan relationships with Members of Congress, federal agency officials, and congressional appropriations and authorizing committees through our work on behalf of transportation and municipal clients. We work regularly with all congressional committees relevant to our clients’ interests and concerns. Effective communication requires good listening skills, and our public policy professionals are regularly on Capitol Hill and otherwise monitoring issues and gaining intelligence while communicating client concerns to policymakers and staff. Within the executive branch, we have relationships with senior appointed officials and deep ties to career staff in every key agency relevant to clients’ transportation interests, including within the Executive Office of the President. In short, we are assiduously bipartisan, ensuring we remain well positioned to offer clients the same strength of strategic advice and relationships regardless which political party controls the White House or Congress. Unparalleled Transportation, Infrastructure and Local Government Expertise Our TILG practice group focuses exclusively on the wide-ranging issues facing transportation agencies, associations, businesses, and municipalities at the federal level, as well as at the state and local levels. In addition to assisting clients in securing billions in federal infrastructure grants and loans for individual projects, we have secured major programmatic improvements on our clients’ behalf that benefit infrastructure stakeholders generally. 3. Budget We welcome the opportunity to partner with Eagle County and the Towns of Gypsum and Eagle to support your I-70 Interchange project. For the scope of work outlined above, we propose a monthly retainer in the range of $8,000-$10,000 per month for six months. After that time, we would re-evaluate and if necessary, make budget adjustments. The monthly retainer absorbs all routine administrative costs. However, out-of-state travel costs and out-of-pocket expenses related to travel outside the Denver Metro Area will be invoiced separately. We look forward to having a discussion on how we can work together. DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 Squire Patton Boggs | Proposal to Support the I-70 Interchange Project Serving Gypsum and Eagle in Eagle County Page 7 squirepattonboggs.com DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 12 Squire Patton Boggs, LLP 2024 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75 DocuSign Envelope ID: AA7B2EA2-7182-46A7-858F-715930E20B75