BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING

CONSENT AGENDA
LEGAL
NOVEMBER 16, 2017
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the University shall make all necessary reports to the Commissioner of Higher
Education concerning supplemental compensation made by the Research
Foundation to any employee of the University or of the Board.

18. Waiver. A waiver by either party of any of the terms and conditions of this
Agreement in any instance shall not be deemed or construed to be a waiver of
such term of condition for the future, or any subsequent breach thereof, or of any
other term and condition of this Agreement.

19. Severability. If any provisions of the Agreement shall, for any reason, be held to
violate any applicable law, and so much of the Agreement is held to be
unenforceable, then the invalidity of such specific provision shall not be held to
invalidate any other provisions, which shall remain in full force and effect.

20. Indemnification. The Research Foundation agrees to indemnify and hold harmless
University, including its agents and employees from any and all claims, demands,
suits, or liabilities of any nature, or on account of any of the actions or inactions in
or about the licensed premises. The Research Foundation agrees to reimburse
University and its agents and employees for any expenses incurred by them or as
a result of legal action or inaction, including reasonable attorney fees, provided
funds are available for such purpose.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed as of the day and year indicated herein below.

STAFF RECOMMENDATION: Board staff recommends approval of this item.

27. JSU APPROVAL OF DR. DEBRA MAYS-JACKSON AS LEGISLATIVE

LIAISON

Jackson State University requests approval of Dr. Debra Mays-Jackson as Legislative

Liaison in compliance with Board Policy 201.0506 Political Activity.

STAFF RECOMMENDATION: Board staff recommends approval of this item.

28. UMMC APPROVAL OF BUTLER SNOW LLP AS IN-STATE LOBBYING

CONSULTANT

Board Policy 201.0506 Political Activity requires annual Board approval of the use of
all outside lobbyists which will perform lobbying activities within the State of
Mississippi on behalf of any of the institutions prior to an institution contracting
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CONSENT AGENDA
LEGAL
NOVEMBER 16, 2017
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therewith. In addition, Board Policy 201.0506 requires that the Board approve the
actual contract with such a lobbyist. The request for approval must include disclosure of
all other clients represented by the proposed lobbyist, as well as the specific source of
funding to be used for payment of the lobbyist, including expenses. The request must
indicate whether funding is to be derived from state general funds or self-generated
funds. Further, the contractual agreement with such an outside lobbyist to conduct in-
state lobbying must provide that the agreement is either terminable at will, or it must
contain a provision that provides that such contract may be terminated by IHL or the
client institution if IHL or the institution determines that a new client of the lobbyist
creates a conflict. Lastly, Board policy requires that such lobbyists are required to
apprise the Commissioner regarding lobbying activities related to IHL or any individual
IHL institution, and to coordinate those activities within system strategies and processes
prescribed by the IHL Board. In response to the various requirements of Board Policy
201.0506 regarding the approval requirements in order to use an outside lobbyist for
lobbying activities within the State of Mississippi, the University of Mississippi Medical
Center requests approval to contract with Butler Snow, LLP, to provide in-state
lobbying and government relations consulting services. The contractual flat fee is
$60,000 (payable $5,000.00 per month) and the contract provides for the reimbursement
of reasonable expenses. The fee will be paid with self-generated funds. The term of the
agreement is December 1, 2017 through November 30, 2018. Butler Snows client list
is shown immediately below, and the proposed contract is below the client list. The
Attorney Generals office has approved this request.

Lobbyist/Firm Clients:
1. Acadia Healthcare
2. Advance America
3. Anthem, Inc.
4. BCD Innovations, Inc.
5. Cerner Corporation
6. DXC (Formerly HPE)
7. Edgenuity
8. Global Tel*Link Corporation
9. Healthcare Navigator LLC
10. Helena Chemical
11. MS Bail Agents Association
12. MS Prison Industries Corporation
13. NBPTS
14. PowerSchool Group
15. Questar Assessment, Inc.
16. Renaissance Learning
17. Reynolds America, Inc.
18. Smart Work Ethics
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CONSENT AGENDA
LEGAL
NOVEMBER 16, 2017
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19. Uber Technologies, Inc.

20. University of Mississippi Foundation
21. University of MS Medical Center

September 5, 2017

LouAnn Woodward, M.D.

Vice Chancellor for Health Affairs and
Dean of the School of Medicine
The University of Mississippi Medical Center
2500 North State Street
Jackson, MS 39216

Re: Government Relations Advisory Services

Dear Dr. Woodward:

This letter will confirm that Butler Snow LLP (Firm) agrees to represent The
University of
Mississippi Medical Center (UMMC) in connection with certain government relations
and public policy matters in the State of Mississippi. The terms of this agreement are as
follows:

1. TERM This agreement will be in effect for the period December 1, 2017 through and
including November 30, 2018. The parties may renew this agreement and extend this
term by mutual written consent.

2. SERVICES During the term of this Agreement, Firm will provide services with
respect to certain government relations of interest pertaining to UMMC in the State of
Mississippi as requested and directed by a designee of UMMC and agreed by Firm.
These services will consist of: (a) advice to UMMC; (b) representation of UMMC before
appropriate legislative and executive bodies and (c) related government relations services
and assistance necessary and appropriate to perform effectively the foregoing services.

3. ADDITIONAL SERVICES UMMC and Firm acknowledge that the services

described in Paragraph 2 to be provided to UMMC by Firm are services which may be
performed by non-lawyers and that, as appropriate, Firm will provide such services
through non-lawyers such as
Sidney P. Allen, Jr., Caroline W. Sims, Kathryn B. Stewart, Charles V. Williams, or
through attorneys who also are a part of Firm's Government Relations Team. UMMC and
Firm further acknowledge that, from time to time, and either in relation to the Services
described in Paragraph 2 or on unrelated, independent matters, UMMC may have the
need for legal services which can be performed only by attorneys and legal staff. Such
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LEGAL
NOVEMBER 16, 2017
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legal services are not contemplated by or covered under this agreement. Rather, UMMC
may choose to have Firm provide such legal services or may choose to retain other
attorneys for that purpose pursuant to IHL policies applicable to the retention of outside
counsel. UMMC agrees that any such services it chooses to ask Firm to provide will be
covered under a separate engagement agreement between UMMC and Firm and that any
responsibilities of either UMMC or Firm, including compensation to Firm for such
services, will be governed by any such agreement.

4. COMPENSATION Unless other terms of payment are agreed upon in writing for
specific projects, as compensation for Services rendered by Firm during the term of this
Agreement, UMMC will pay Firm a consulting fee of $60,000.00 (payable $5,000.00 per
month). This fee will be paid by non-appropriated funds. Such payment will be paid
monthly and due upon invoice. The monthly consulting fee is a general retainer for Firm's
availability to UMMC for the Services described in Paragraph 2, and UMMC
acknowledges that this monthly consulting fee is not refundable, regardless of services
provided or not provided by Firm during any given month. In the event of termination of
this agreement pursuant to Paragraph 16, UMMC will be responsible for paying to Firm
on a pro rata basis the monthly consultation fee due for the month during which the
effective date of termination falls.

5. EXPENSES - Firm will be reimbursed for all necessary and reasonable expenses
incurred in providing the Services described in Paragraph 2 of this Agreement and any
travel outside the state of Mississippi. Prior approval by a designee of UMMC will be
required for any single expense in excess of Five Hundred Dollars ($500).
Reimbursement will be made upon receipt of a statement of expenses and associated
receipts that identify all expenses in detail. Firm is not authorized to make donations or
contributions on behalf of UMMC without prior written authorization from a designee of
UMMC. In the event of termination of this agreement pursuant to Paragraph 16, UMMC
will reimburse Firm for all necessary and reasonable expenses incurred through and
including the effective date of termination.

6. COORDINATION - Firm will apprise the Commissioner of IHL regarding lobbying

activities related to UMMC and will coordinate those activities within system strategies
and processes prescribed by the IHL Board.

7. COMPLIANCE WITH IHL POLICY 201.0506 During the term of this contract,
Firm will apprise the IHL Board, through the Commissioner, of all new clients after
engaging the client. Written notice of all new clients is required to be given to UMMC no
less than ten (10) days prior to the effective date of adding the client.

8. EMPLOYMENT - Firm represents and warrants that it will ensure its compliance with
the Mississippi Employment Protection Act, Section 71-11-1, et seq of the Mississippi
Code Annotated (Supp 2015), and will register and participate in the status verification
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
CONSENT AGENDA
LEGAL
NOVEMBER 16, 2017
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system for all newly hired employees. The term employee as used herein means any
person that is hired to perform work within the State of Mississippi. As used herein,
status verification system means the Illegal Immigration Reform and Immigration
Responsibility Act of 1996 that is operated by the United States Department of Homeland
Security, also known as the E-Verify Program, or any other successor electronic
verification system replacing the E-Verify Program. Firm agrees to maintain records of
such compliance and, upon request of the State and approval of the Social Security
Administration or Department of Homeland Security, where required, to provide a copy
of each such verification to the State. Firm further represents and warrants that any
person assigned to perform services hereunder meets the employment eligibility
requirements of all immigration laws of the State of Mississippi. Firm understands and
agrees that any breach of these warranties may subject Firm to the following: (a)
termination of this Agreement and ineligibility for any state or public contract in
Mississippi for up to three (3) years, with notice of such cancellation/termination being
made public, or (b) the loss of any license, permit, certification or other document
granted to Firm by an agency, department or governmental entity for the right to do
business in Mississippi for up to one (1) year, or (c) both. In the event of such
termination/cancellation, Firm would also be liable for any additional costs incurred by
the State due to contract cancellation or loss of license or permit.

9. AVAILABILITY OF FUNDS It is expressly understood and agreed that the

obligation of UMMC to proceed under this agreement is conditioned upon the availability
and receipt of funds by UMMC to specifically perform the obligations set forth for
UMMC under this agreement.

10. CONTROLLING LAW This contract shall be governed by and construed in

accordance with the laws of the State of Mississippi, without giving consideration to its
conflicts of laws, provisions, and any litigation with respect thereto shall be brought in
the courts of Mississippi.

11. CONFIDENTIALITY Firm agrees to maintain in strictest confidence all

information disclosed to it regarding matters described in Paragraph 2 or otherwise
concerning UMMC, its customers, strategies, products or business. Such confidential and
proprietary information will be used by Firm solely in connection with the performance
of services for UMMC under this Agreement.

12. INDEPENDENT CONTRACTOR UMMC and Firm acknowledge and agree that
this Agreement does not create an employment relationship between them and that the
Firm is and shall remain an independent contractor.

13. COMPLIANCE In connection with the performance of services under this

agreement, Firm will comply with all applicable federal, state and local laws and
regulations including those laws applicable to lobbying.
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CONSENT AGENDA
LEGAL
NOVEMBER 16, 2017
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14. SEVERABILITY If any term, provision, covenant or condition of this Agreement,

or any application thereof shall be held by a court of competent jurisdiction to be invalid,
void or unenforceable by any rules of law or public policy, or otherwise, all provisions,
covenants and conditions of this Agreement not held invalid, void or unenforceable shall
continue in full force and effect and shall in no way be affected, impaired or invalidated
thereby.

15. TERMINATION Either party may terminate this agreement at any time for any
reason subject to those obligations set forth herein which arise upon termination (see
Paragraphs 4 and 5) and those which continue beyond termination (see Paragraph 11);
and no portion of the compensation paid to Firm by UMMC shall be refundable.

16. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between
the parties hereto and it may not be modified and no provision may be waived except by
a subsequent written agreement between the parties hereto.

If the Agreement set forth above meets with your approval please sign and return the
original of this letter to the Firm.

STAFF RECOMMENDATION: Board staff recommends approval of this item.