Resolution No. 2010-020RESOLUTION NO. 2010-20
A RESOLUTION OF THE CITY COUNCIL.OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SERVICES AGREEMENT FOR STRATEGIC GOVERNMENTAL
CONSULTING SERVICES BY AND BETWEEN THE CITY OF
VERNON AND CALIFORNIA STRATEGIES, LLC AND A
SERVICES AGREEMENT FOR STRATEGIC ADVOCACY SERVICES
BY AND BETWEEN THE CITY OF VERNON AND CALIFORNIA
STRATEGIES & ADVOCACY, LLC
WHEREAS, the City recognizes that legislation passed by the
California Legislature and activities undertaken by state agencies
impact the City; and
WHEREAS, the City wishes to remain informed of the
viewpoints of state policy makers and actions of the California
Legislature; and
WHEREAS, the City wishes to cooperate with state policy
makers to achieve common objectives and visions; and
WHEREAS, California Strategies, LLC ("California
Strategies") has the necessary experience to provide the City with
governmental affairs and strategic consulting services; and
WHEREAS, California Strategies & Advocacy, LLC ("California
Strategies & Advocacy") has the necessary experience to provide the
City with advocacy services; and
WHEREAS, by memo dated January 27, 2010, the City
Administrator has recommended that the City enter into an agreement
with California Strategies for strategic government consulting
services and a separate agreement with California Strategies &
Advocacy for advocacy services; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsections (b)(1) and
(7) of Section 2.27 of the Vernon City Code, it is in the City's best
interest to enter into separate agreements with California Strategies
and California Strategies & Advocacy, to ensure that the City remains
informed of state policies that may affect the City's objectives,
vision, and activities, and to ensure that the City cooperates with
state policy makers to accomplish common objectives.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Services Agreement for Strategic Consulting Services with
California Strategies, LLC, a copy of which is attached hereto as
Exhibit A and incorporated by reference, in substantially the form
presented.
SECTION 3: The City Council of the City of Vernon hereby
approves the Services Agreement for Strategic Advocacy Services with
California Strategies & Advocacy, LLC, a copy of which is attached
hereto as Exhibit B and incorporated by reference, in substantially the
form presented.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreements for,
and on behalf of, the City of Vernon and the City Clerk or Deputy City
Clerk is hereby authorized to attest thereto.
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
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implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 6: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to transmit one
fully executed Agreement for Strategic Consulting Services and one
fully executed Agreement for Strategic Advocacy Services to the
respective addresses:
Michael Bustamante
California Strategies, LLC
980 Ninth Street, Suite 2000
Sacramento, CA 95814
Michael Bustamante
California Strategies & Advocacy, LLC
980 Ninth Street, Suite 2000
Sacramento, CA 95814
SECTION 7: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 1st day of February, 2010.
ATT ST:
9ANUELA GIRON, C'ty Clerk
Name: Hilario Gonzales
Title: Mayor / -
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 2010-20,
was duly passed, approved and adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on Monday,
February 1, 2010, and thereafter was duly signed by the Mayor or Mayor
Pro -Tern of the City of Vernon.
Executed this day of February, 2010, at Vernon, California.
(SEAL)
kMANZUIE�L�A GI 0 , City. Clerk
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EXHIBIT A
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CALIFORNIA
STRATEGIES, LLC FOR STRATEGIC CONSULTING SERVICES
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
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COVER PAGE
California Strategies, LLC
Michael Bustamante
California Strategies, LLC
980 Ninth Street, Suite 2000
Sacramento, CA 95814
Attention: Michael Bustamante
Phone: (916) 266-4575
Facsimile: (916) 266-4580
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
December 1, 2009
December 31, 2010, unless extended
pursuant to Section 1
Total not to exceed $20,000 per month
(includes all applicable sales tax); and more
particularly described in Exhibit B
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND CALIFORNIA STRATEGIES, LLC FOR STRATEGIC
CONSULTING SERVICES
THIS AGREEMENT is made and entered into as of , 2009 ("Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and California Strategies, LLC, a California limited liability company
("Contractor"). City and Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain governmental affairs and strategic consulting
services provided as more fully set forth in the Scope of Services, attached hereto and
incorporated herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion. Any services performed
prior to the Effective Date listed above shall for all purposes be deemed to have been performed
pursuant to this Agreement, subject to the terms and conditions hereof.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase may take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the agreement by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality under similar circumstances and in a manner reasonably satisfactory to
City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
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observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity for any failure of
Contractor to comply with this paragraph.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services required by this Agreement, the monthly fee and expense
reimbursement set forth in Exhibit B ("Monthly Fee and Expenses"). The Monthly Fee and
Expenses shall constitute reimbursement of Contractor's fee for the services as well as the
actual cost of any equipment, materials, and supplies necessary to provide the services
(including without limitation, all labor, materials, delivery, tax, assembly, and installation, as
applicable).
(b) Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly
authorized by this Agreement will not be reimbursed by City.
Section 4. Method of Payment.
(a) Invoices. Contractor shall submit invoices monthly for services and
expenses. Invoices shall include the month for which the services were provided, the dates of
such services, and a description of the services provided for that billing period. Each invoice
shall include copies of supporting documents as City may require.
(b) Payments by City. Payments of each invoice shall be made by City within
thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any
of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of
the disputed invoice. Any amounts in dispute shall be withheld until resolution.
Section 5. Personnel. All persons performing the services under this Agreement
shall have all the necessary technical expertise, permits, professional licenses, certificates,
training, and other qualifications required by this Agreement or other applicable laws.
Contractor shall provide City with said permits, licenses, and certificates at the request of City.
Section 6. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 7. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or, impediments of any kind that
will limit or prevent performance of the Services.
12720-0001\1197812v1.doc
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 8. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
Section 9. Termination.
(a) Termination Right. Either Party may, at any time, for any reason or for no
reason, with or without cause, terminate this Agreement, by serving upon the other Party at
least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
(b) Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for work performed up to the
time of termination, calculated on a pro rata basis for any partial months and Contractor shall
submit an invoice to City as required under this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
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Section 10, Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 11. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ("Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. City shall grant consent if disclosure is legally required. All Confidential Information
shall be returned to City upon the termination of this Agreement. Contractor's covenant under
this section shall survive the termination of this Agreement. City may disclose to third parties
any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
L was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. Information which is required. to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 12. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
12720-0001\1197812v1.doc
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT,
Section 14. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor in performing the services required by this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation as required by law.
(d) Contractor shall require each of its subconsultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Bests Insurance Guide.
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may immediately terminate this Agreement.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
amounts. Contractor shall, prior to commencement of work under this Agreement, file with the
Risk Manager, such certificate or certificates. The policies of insurance required by this
Agreement shall contain an endorsement naming the City as additional insured. All of the
policies required under this Agreement shall contain an endorsement providing that the policies
cannot be canceled or reduced except on thirty (30) days prior written notice to City, and
specifically stating that the coverage contained in the policies affords insurance pursuant to the
terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City.
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(i) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 17. Attorneys Fees, In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 18. Goveming Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 19. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire agreement and
understanding between City, and any negotiation, proposals or oral agreements are intended to
be integrated herein and to be superseded by this Agreement. This Agreement may only be
modified by a writing signed by both Parties.
Section 20. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 21. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
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other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 22. _City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 23. Notices. All notices, approvals, consents and other communications
between the parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 25. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of the Agreement.
Section 26. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 27. Severabi fty. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 28. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
(Signatures Begin on Next Page].
12720-0001 \1197812vl .doc
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
By:
HILARIO GONZALES
Mayor
ATTEST:
California Strategies, LLC, a California limited
liability company
By: r
Name: X�O/A
Title:
By:
Name:
MANUELA GIRON, City Clerk Title:
APPROVED AS TO FORM:
LAURENCE S. WIENER, City Attorney
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12720.0001\1197812vl .doc
EXHIBIT A
SCOPE OF SERVICES
Contractor will perform the following work pursuant to this Agreement:
1. Provide general governmental affairs and strategic consulting for the City, assess
the City's long-term strategic needs among community leaders, local and state elected officials
and provide recommendations on how best to improve them;
2. Determine the current viewpoints of state policy makers relevant to the City's
activities;
3. Communicate with the City on a regular basis to provide updates and status of
government affairs activities;
4. Advise the City in their communications to policy makers. Work with Sugarman
Communications and Vernon to further refine, develop and execute the City's communications
plan;
5. Assist the City in developing advocates who might be of assistance in achieving
the City's goals; and
6. Provide energy and regulatory assistance, as needed, and develop a
comprehensive strategy for renewable and other sources of energy for the City.
The scope of consulting services contemplated under this Agreement does not include
"lobbying" as that term is defined under the Political Reform Act (Gov. Code §§ 81000 et. seq.)
or local law. The City agrees that no payments to Contractor under this Agreement will be
classified as payments made to lobbyists or lobbying firms on any lobby disclosure reports filed
by the City, if any. Should at any time a question arise regarding lobbying activities, the City
and Contractor agree to discuss immediately and take appropriate action.
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EXHIBIT B
MONTHLY PEE AND EXPENSES
Contractor shall be paid $20,000.00 per month for the Services.
Contractor shall be reimbursed for reasonable expenses incurred in the normal course of
business in support of Contractor's efforts on behalf of the City. Such expenses include
telephone, facsimile transmission, mail, messenger charges, information retrieval, and travel
expenses as appropriate to the Services provided by Contractor to meet its obligations under
this Agreement. Contractor must obtain City's prior written approval for any items in excess of
$1,000,
Expenses may also include costs incurred to retain subcontracted consulting or professional
services, should such retention be necessary and if approved in writing by the City. If
subcontracted consulting or professional services become necessary, a management and
administration fee not to exceed 10 % of subcontractor fee(s) will apply in addition to the actual
fees charged by any subcontractor(s).
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EXHIBIT B
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CALIFORNIA
STRATEGIES & ADVOCACY, LLC FOR STRATEGIC ADVOCACY SERVICES
COVER PAGE
Contractor: California Strategies & Advocacy, LLC
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
12720-000111202629v1.doc
Michael Bustamante
California Strategies & Advocacy, LLC
980 Ninth Street, Suite 2000
Sacramento, CA 95814
Attention: Michael Bustamante
Phone: (916) 266-4575
Facsimile: (916) 266-4580
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
December 1, 2009
December 31, 2010, unless extended
pursuant to Section 1
Total not to exceed $5,000 per month
(includes all applicable sales tax); and more
particularly described in Exhibit B
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND CALIFORNIA STRATEGIES & ADVOCACY, LLC FOR
STRATEGIC ADVOCACY SERVICES
THIS AGREEMENT is made and entered into as of , 2009 ("Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and California Strategies & Advocacy, LLC, a California limited liability
company ("Contractor'). City and Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain governmental affairs and strategic advocacy services
provided as more fully set forth in the Scope of Services, attached hereto and incorporated
herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion. Any services performed
prior to the Effective Date listed above shall for all purposes be deemed to have been performed
pursuant to this Agreement, subject to the terms and conditions hereof.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase may take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the agreement by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality under similar circumstances and in a manner reasonably satisfactory to
City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
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observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity for any failure of
Contractor to comply with this paragraph.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services required by this Agreement, the monthly fee and expense
reimbursement set forth in Exhibit B ("Monthly Fee and Expenses"). The Monthly Fee and
Expenses shall constitute reimbursement of Contractor's fee for the services as well as the
actual cost of any equipment, materials, and supplies necessary to provide the services
Including without limitation, all labor, materials, delivery, tax, assembly, and installation, as
applicable).
(b) Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly
authorized by this Agreement will not be reimbursed by City.
Section 4. Method of Payment.
(a) Invoices. Contractor shall submit invoices monthly for services and
expenses. Invoices shall include the month for which the services were provided, the dates of
such services, and a description of the services provided for that billing period. Each invoice
shall include copies of supporting documents as City may require.
(b) Payments by City. Payments of each invoice shall be made by City within
thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any
of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of
the disputed invoice. Any amounts in dispute shall be withheld until resolution.
Section 5. Personnel. All persons performing the services under this Agreement
shall have all the necessary technical expertise, permits, professional licenses, certificates,
training, and other qualifications required by this Agreement or other applicable laws.
Contractor shall provide City with said permits, licenses, and certificates at the request of City.
Section 6. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 7. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
12720-000111202629v1.doc
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 8. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
Section 9. Termination.
(a) Termination Right. Either Party may, at any time, for any reason or for no
reason, with or without cause, terminate this Agreement, by serving upon the other Party at
least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
(b) Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for work performed up to the
time of termination, calculated on a pro rata basis for any partial months and Contractor shall
submit an invoice to City as required under this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractors duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
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Section 10. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 11. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ("Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. City shall grant consent if disclosure is legally required. All Confidential Information
shall be returned to City upon the termination of this Agreement. Contractor's covenant under
this section shall survive the termination of this Agreement. City may disclose to third parties
any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
ii. is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
IV. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 12. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
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Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 14. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor in performing the services required by this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation as required by law.
(d) Contractor shall require each of its subconsultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VI1 in the latest
edition of Best's Insurance Guide.
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may immediately terminate this Agreement.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
amounts. Contractor shall, prior to commencement of work under this Agreement, file with the
Risk Manager, such certificate or certificates. The policies of insurance required by this
Agreement shall contain an endorsement naming the City as additional insured. All of the
policies required under this Agreement shall contain an endorsement providing that the policies
cannot be canceled or reduced except on thirty (30) days prior written notice to City, and
specifically stating that the coverage contained in the policies affords insurance pursuant to the
terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City.
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12720-000111202629v1.doc
(i) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 17. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 18. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 19. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire agreement and
understanding between City, and any negotiation, proposals or oral agreements are intended to
be integrated herein and to be superseded by this Agreement. This Agreement may only be
modified by a writing signed by both Parties.
Section 20. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement -does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall .give the other party any contractual rights by custom, estoppel, or otherwise.
Section 21. Force Majeure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
7
12720-000111202629v1.doc
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 22. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 23. Notices. All notices, approvals, consents and other communications
between the parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 25. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of the Agreement.
Section 26. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 27. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 28. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
12720-000111202629v1.doc
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
By:
HILARIO GONZALES
Mayor
ATTEST:
MANUELA GIRON, City Clerk
APPROVED AS TO FORM:
LAURENCE S. WIENER, City Attorney
California Strategies & Advocacy, LLC, a
California limited liability company
By:
Name: 90pQ
Title: �'i3ieygr�
By:
Name:
Title:
9
12720-0001\1202629vl.doo
EXHIBIT A
SCOPE OF SERVICES
Contractor will perform the following work pursuant to this Agreement:
1. Monitor and assess legislative and regulatory activities in Sacramento to
determine potential opportunities and impacts, and update and inform the City on major policy
discussions affecting the City's interests.
2. Both Contractor and the City are required to file quarterly reports that disclose
the Parities' lobbying activities, the payments made in connection with Contractor's lobbying
activities, and any other payment that the City makes to influence legislative or administrative
action. Contractor agrees to assist the City in complying with the reporting requirements under
California's Political Reform Act. On behalf of the City, Contractor will file a Form 602 with the
California Secretary of State.
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12720-0001\1202629v1.doc
EXHIBIT B
MONTHLY FEE AND EXPENSES
Contractor shall be paid $5,000.00 per month for the Services,
Contractor shall be reimbursed for reasonable expenses incurred in the normal course of
business in support of Contractor's efforts on behalf of the City. Such expenses include
telephone, facsimile transmission, mail, messenger charges, information retrieval, and travel
expenses as appropriate to the Services provided by Contractor to meet its obligations under
this Agreement. Contractor must obtain City's prior written approval for any items in excess of
$1,000.
Expenses may also include costs incurred to retain subcontracted consulting or professional
services, should such retention be necessary and if approved in writing by the City. If
subcontracted consulting or professional services become necessary, a management and
administration fee not to exceed 10 % of subcontractor fee(s) will apply in addition to the actual
fees charged by any subcontractor(s).
11
12720-000111202629v1.doc
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
February 3, 2010
Mr. Michael Bustamante
California Strategies & Advocacy, LLC
California Strategies, LLC
980 Ninth Street, Suite 2000
Sacramento, CA 95814
Re: Strategic Governmental Consulting Services & Strategic
Advocacy Services Agreements
Dear Mr. Bustamante:
Transmitted herewith is one of each fully executed original of
the above -referenced agreements, approved by City Council on
February 1, 2010.
If you have any questions regarding this matter, please call Mr.
Donal O'Callaghan, at (323) 583-8811 ext. 834.
Very truly yours,
V
NellKGi
City Clerk
NG:dj
c: Donal O'Callaghan
Purchasing Department
Resolution No. 2010-20
Agreement File No. 10-011
Exclusively Industrial
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CALIFORNIA
STRATEGIES, LLC FOR STRATEGIC CONSULTING SERVICES
COVER PAGE
Contractor: California Strategies, LLC
Responsible Principal of Contractor: Michael Bustamante
Notice Information - Contractor:
California Strategies, LLC
980 Ninth Street, Suite 2000
Sacramento, CA 95814
Attention: Michael Bustamante
Phone: (916) 266-4575
Facsimile: (916) 266-4580
Notice Information - City:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
Commencement Date:
December 1, 2009
Termination Date:
December 31, 2010, unless extended
pursuant to Section 1
Consideration:
Total not to exceed $20,000 per month
(includes all applicable sales tax); and more
particularly described in Exhibit B
12720-0001\1197812v1.doc
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND CALIFORNIA STRATEGIES, LLC FOR STRATEGIC
CONSULTING SERVICES
THIS AGREEMENT is made and entered into as of February 1. 20109 ("Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and California Strategies, LLC, a California limited liability company
("Contractor"). City and Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain governmental affairs and strategic consulting
services provided as more fully set forth in the Scope of Services, attached hereto and
incorporated herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion. Any services performed
prior to the Effective Date listed above shall for all purposes be deemed to have been performed
pursuant to this Agreement, subject to the terms and conditions hereof.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase may take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the agreement by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality under similar, circumstances and in a manner reasonably satisfactory to
City.
(c) Contractor, shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
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12720-0001\1197812v1.doc
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity for any failure of
Contractor to comply with this paragraph.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services required by this Agreement, the monthly fee and expense
reimbursement set forth in Exhibit B ("Monthly Fee and Expenses"). The Monthly Fee and
Expenses shall constitute reimbursement of Contractor's fee for the services as well as the
actual cost of any equipment, materials, and supplies necessary to provide the services
(including without limitation, all labor, materials, delivery, tax, assembly, and installation, as
applicable).
(b) Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly
authorized by this Agreement will not be reimbursed by City.
Section 4. Method of Payment.
(a) Invoices. Contractor shall submit invoices monthly for services and
expenses. Invoices shall include the month for which the services were provided, the dates of
such services, and a description of the services provided for that billing period. Each invoice
shall include copies of supporting documents as City may require.
(b) Payments by City. Payments of each invoice shall be made by City within
thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any
of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of
the disputed invoice. Any amounts in dispute shall be withheld until resolution.
Section 5. Personnel. All persons performing the services under this Agreement
shall have all the necessary technical expertise, permits, professional licenses, certificates,
training, and other qualifications required by this Agreement or other applicable laws.
Contractor shall provide City with said permits, licenses, and certificates at the request of City.
Section 6. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 7. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
12720-0001\1197812v1.doc
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 8. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
Section 9. Termination.
(a) Termination Right. Either Party may, at any time, for any reason or for no
reason, with or without cause, terminate this Agreement, by serving upon the other Party at
least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
(b) Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for work performed up to the
time of termination, calculated on a pro rata basis for any partial months and Contractor shall
submit an invoice to City as required under this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
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Section 10. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 11. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ("Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to.any third party without City's prior written
consent. City shall grant consent if disclosure is legally required. All Confidential Information
shall be returned to City upon the termination of this Agreement. Contractor's covenant under
this section shall survive the termination of this Agreement. City may disclose to third parties
any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
ii. is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 12. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
12720-0001 \1197812v1.doc
Agreement; excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 14. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor in performing the services required by this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation as required by law.
(d) Contractor shall require each of its subconsultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide.
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may immediately terminate this Agreement.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
amounts. Contractor shall, prior to commencement of work under this Agreement, file with the
Risk Manager, such certificate or certificates. The policies of insurance required by this
Agreement shall contain an endorsement naming the City as additional insured. All of the
policies required under this Agreement shall contain an endorsement providing that the policies
cannot be.canceled or reduced except on thirty (30) days prior written notice to City, and
specifically stating that the coverage contained in the policies affords insurance pursuant to the
terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City.
6
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(i) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 15. Assignment and Subcontracting. 'Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 17. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained
Section 18. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 19. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire agreement and
understanding between City, and any negotiation, proposals or oral agreements are intended to
be integrated herein and to be superseded by this Agreement. This Agreement may only be
modified by a writing signed by both Parties.
Section 20. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 21. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
7
12720-0001\1197812v1.doc
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 22. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 23. Notices. All notices, approvals, consents and other communications
between the parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 25. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of the Agreement.
Section 26. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 27. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 28. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
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12720-0001\1197812v1.doc
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
By: �✓��
HILARIO GONZALES
Mayor
California Strategies, LLC, a California limited
liability company
Title: R1� ,9.� 1
ATTEST:
By:
Name:
MANUELA GIRON, City -Clerk Title:
APPROVEDLAST;ORM:
LAU CE S.-WIENER,-City Attorney
9
12720-0001\1197812v1.doc
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
Contractor will perform the following work pursuant to this Agreement:
1. Provide general governmental affairs and strategic consulting for the City, assess
the City's long-term strategic needs among community leaders, local and state elected officials
and provide recommendations on how best to improve them;
2. Determine the current viewpoints of state policy makers relevant to the City's
activities;
3. Communicate with the City on a regular basis to provide updates and status of
government affairs activities;
4. Advise the City in their communications to policy makers. Work with Sugarman
Communications and Vernon to further refine, develop and execute the City's communications
plan;
5. Assist the City in developing advocates who might be of assistance in achieving
the City's goals; and
6. Provide energy and regulatory assistance, as needed, and develop a
comprehensive strategy for renewable and other sources of energy for the City.
The scope of consulting services contemplated under this Agreement does not include
"lobbying" as that term is defined under the Political Reform Act (Gov. Code §§ 81000 et. seq.)
or local law. The City agrees that no payments to Contractor under this Agreement will be
classified as payments made to lobbyists or lobbying firms on any lobby disclosure reports filed
by the City, if any. Should at any time a question arise regarding lobbying activities, the City
and Contractor agree to discuss immediately and take appropriate action.
10
12720-0001\1197812v1.doc
EXHIBIT B
EXHIBIT B
MONTHLY FEE AND EXPENSES
Contractor shall be paid $20,000.00 per month for the Services.
Contractor shall be reimbursed for reasonable expenses incurred in the normal course of
business in support of Contractor's efforts on behalf of the City. Such expenses include
telephone, facsimile transmission, mail, messenger charges, information retrieval, and travel
expenses as appropriate to the Services provided by Contractor to meet its obligations under
this Agreement. Contractor must obtain City's prior written approval for any items in excess of
$1,000.
Expenses may also include costs incurred to retain subcontracted consulting or professional
services, should such retention be necessary and if approved in writing by the City. If
subcontracted consulting or professional services become necessary, a management and
administration fee not to exceed 10 % of subcontractor fee(s) will apply in addition to the actual
fees charged by any subcontractor(s).
11
12720-0001\1197812v1.doc
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CALIFORNIA
STRATEGIES & ADVOCACY, LLC FOR STRATEGIC ADVOCACY SERVICES
COVER PAGE
Contractor: California Strategies & Advocacy, LLC
Responsible Principal of Contractor: Michael Bustamante
Notice Information - Contractor:
California Strategies & Advocacy, LLC
980 Ninth Street, Suite 2000
Sacramento, CA 95814
Attention: Michael Bustamante
Phone: (916) 266-4575
Facsimile: (916) 266-4580
Notice Information - City:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
Commencement Date:
December 1, 2009
Termination Date:
December 31, 2010, unless extended
pursuant to Section 1
Consideration:
Total not to exceed $5,000 per month
(includes all applicable sales tax); and more
particularly described in Exhibit B
12720-0001 \ 120262 9v l . doc
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND CALIFORNIA STRATEGIES & ADVOCACY, LLC FOR
STRATEGIC ADVOCACY SERVICES
THIS AGREEMENT is made and entered into as of February 1, 20.10 T 20 ("Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and California Strategies & Advocacy, LLC, a California limited liability
company ("Contractor'). City and Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain governmental affairs and strategic advocacy services
provided as more fully set forth in the Scope of Services, attached hereto and incorporated
herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion. Any services performed
prior to the Effective Date listed above shall for all purposes be deemed to have been performed
pursuant to this Agreement, subject to the terms and conditions hereof.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase may take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the agreement by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality under similar, circumstances and in a manner reasonably satisfactory to
City.
(c) Contractor, shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in anyway
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
2.
12720-0001 \1202629v1.doc
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity for any failure of
Contractor to comply with this paragraph.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services required by this Agreement, the monthly fee and expense
reimbursement set forth in Exhibit B ("Monthly Fee and Expenses"). The Monthly Fee and
Expenses shall constitute reimbursement of.Contractor's fee for the services as well as the
actual cost of any equipment, materials, and supplies necessary to provide the services
(including without limitation, all labor, materials, delivery, tax, assembly, and installation, as
applicable).
(b) Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly
authorized by this Agreement will not be reimbursed by City.
Section 4. Method of Payment.
(a) Invoices. Contractor shall submit invoices monthly for services and
expenses. Invoices shall include the month for which the services were provided, the dates of
such services, and a description of the services provided for that billing period. Each invoice
shall include copies of supporting documents as City may require.
(b) Payments by City. Payments of each invoice shall be made by City within
thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any
of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of
the disputed invoice. Any amounts in dispute shall be withheld until resolution.
Section 5. Personnel. All persons performing the services under this Agreement
shall have all the necessary technical expertise, permits, professional licenses, certificates,
training, and other qualifications required by this Agreement or other applicable laws.
Contractor shall provide City with said permits, licenses, and certificates at the request of City.
Section 6. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 7. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
12720-0001\1202629v1.doc
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect; which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 8. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
Section 9. Termination.
(a) Termination Right. Either Party may, at any time, for any reason or for no
reason, with or without cause, terminate this Agreement, by serving upon the other Party at
least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
(b) Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for work performed up to the
time of termination, calculated on a pro rata basis for any partial months and Contractor shall
submit an invoice to City as required under this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
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12720-0001\1202629v1.doc
Section 10. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 11. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ("Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. City shall grant consent if disclosure is legally required. All Confidential Information
shall be returned to City upon the termination of this Agreement. Contractor's covenant under
this section shall survive the termination of this Agreement. City may disclose to third parties
any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
ii. is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 12. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
5
12720-0001\1202629v1.doc
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 14. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor in performing the services required by this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation as required by law.
(d) Contractor shall require each of its subconsultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VI in the latest
edition of Best's Insurance Guide.
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may immediately terminate this Agreement.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
amounts. Contractor shall, prior to commencement of work under this Agreement, file with the
Risk Manager, such certificate or certificates. The policies of insurance required by this
Agreement shall contain an endorsement naming the City as additional insured. All of the
policies required under this Agreement shall contain an endorsement providing that the policies
cannot be canceled or reduced except on thirty (30) days prior written notice to City, and
specifically stating that the coverage contained in the policies affords insurance pursuant to the
terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City.
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(i) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 17. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 18. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 19. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire agreement and
understanding between City, and any negotiation, proposals or oral agreements are intended to
be integrated herein and to be superseded by this Agreement. This Agreement may only be
modified by a writing signed by both Parties.
Section 20. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have. hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 21. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
7
12720-0001\1202629v1.doc
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 22. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 23. Notices. All notices, approvals, consents and other communications
between the parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 25. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of the Agreement.
Section 26. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 27. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 28. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
8
12720-0001\1202629v1.doc
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vemon, a California charter City
and California municipal corporation
By:
HILARIO GONZALES
Mayor
ATTEST:
MANUELA GIRON, Cit Clerk
APPROVED AS O FORM:
LAAETNICE S. WIENER, City Attorney
California Strategies & Advocacy, LLC, a
California limited liability company
By: A"4�
Name: 96oGf
Title:
By:
Name:
Title:
12720-0001\1202629v1.doc
7
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
Contractor will perform the following work pursuant to this Agreement:
1. Monitor and assess legislative and regulatory activities in Sacramento to
determine potential opportunities and impacts, and update and inform the City on major policy
discussions affecting the City's interests..
2. Both Contractor and the City are required to file quarterly reports that disclose
the Parties' lobbying activities, the payments made in connection with Contractor's lobbying
activities, and any other payment that the City makes to influence legislative or administrative
action. Contractor agrees to assist the City in complying with the reporting requirements under
California's Political Reform Act. On behalf of the City, Contractor will file a Form 602 with the
California Secretary of State.
10
12720-0001\1202629v1.doc
EXHIBIT B
EXHIBIT B
MONTHLY FEE AND EXPENSES
Contractor shall be paid $5,000.00 per month for the Services.
Contractor shall be reimbursed for reasonable expenses incurred in the normal course of
business in support of Contractor's efforts on behalf of the City. Such expenses include
telephone, facsimile transmission, mail, messenger charges, information retrieval, and travel
expenses as appropriate to the Services provided by Contractor to meet its obligations under
this Agreement. Contractor must obtain City's prior written approval for any items in excess of
$1, 000.
Expenses may also include costs incurred to retain subcontracted consulting or professional
services, should such retention be necessary and if approved in writing by the City. If
subcontracted consulting or professional services become necessary, a management and
administration fee not to exceed 10 % of subcontractor fee(s) will apply in addition to the actual
fees charged by any subcontractor(s).
11
12720-0001\1202629v1.doc
APPROVED"10 CIYY COUNCIL
STAFF REPORT
CITY CLERK'S OfFiGE City Administrator's Office
DATE: January 27, 2010
TO: Honorable Mayor and City Counci �A
FROM: Donal O'Callaghan, City Administrator
RE: An Agreement for Strategic Consulting Services with California Strategies, LLC and
an Agreement for Advocacy Services with California Strategies & Advocacy, LLC
California Strategies, LLC has the capacity to provide valuable policy analysis for the City.
California Strategies, LLC will also assist the City in developing innovative governmental
strategies.
California Strategies & Advocacy, LLC is a leading full -service government relations and
advocacy firm based in Sacramento. California Strategies & Advocacy, LLC has the necessary
experience to provide the City with legislative, administrative, and regulatory advocacy services.
California Strategies & Advocacy, LLC will help the City navigate the public policy and
government decision -making process at the state level.
The first agreement with California Strategies, LLC is for strategic consulting services. Under
the first agreement, California Strategies, LLC will provide general governmental affairs and
strategic consulting, helping the City to assess its long-term strategic needs. California
Strategies, LLC will help the City determine the viewpoints of state policy makers relevant to
Vernon's activities. California Strategies, LLC will also provide energy and regulatory
assistance as needed, and help the City develop a comprehensive energy strategy. The City will
compensate California Strategies, LLC $20,000 per month for these services.
Under the second agreement, California Strategies & Advocacy, LLC will provide advocacy
services for the City. Specifically, California Strategies & Advocacy, LLC will monitor and
assess legislative and regulatory activities in Sacramento to determine potential opportunities and
impacts on the City. California Strategies & Advocacy, LLC will update and inform the City
regarding major policy discussions affecting Vernon's interests. For these services, the City will
compensate California Strategies & Advocacy, LLC $5,000 per month.
Fiscal Impact
The Agreement with California Strategies, LLC will cost the City $20,000 per month for the
duration of the agreement. The Agreement with California Strategies & Advocacy, LLC will
cost the City $5,000 per month for the duration of the agreement. Both agreements shall be in
effect from December 1, 2009 through December 31, 2010.
Agreements with California Strategies, LLC and California Strategies & Advocacy, LLC
January 27, 2010
Page 2 of 2
Recommendation
I recommend that the City Council approve and authorize the separate agreements with
California Strategies, LLC and California Strategies & Advocacy, LLC for a total cost of
$25,000 per month.
CITY ADMINISTRATION DEPARTMENT
Donal O'Callaghan, City Administrator
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1408
June 1, 2010
Mr. Michael Bustamante
California Strategies, LLC
980 Ninth Street
Suite 2000
Sacramento, California 95814
;.-�. lL��—D//
J U N 1 2010
CITY CLERK'S OFFICE
VIA CERTIFIED MAIL/RETURN RECEIPT REQUESTED
Re: Termination of Agreement for Governmental Affairs and Strategic Consulting Services
Dear Mr. Bustamante:
We refer to the Agreement entered into as of February 1, 2010, between the City of Vernon and
California Strategies, LLC, for governmental affairs and strategic consulting services (the
"Agreement").
Pursuant to Section 9 (Termination) of the Agreement, please accept this letter as our written notice
to you that we are terminating the Agreement effective on the fifteenth (15th) day after the date you
receive this written notice. Please immediately cease all work being performed pursuant to the
Agreement. As required under the Agreement, please return all Confidential Information in your
possession to the City within thirty (30) days after termination of the Agreement.
I would like to personally thank you for all of the services you performed on behalf of the City.
Very truly yours,
a
Donal O'Callaghan
City Administrator
DO:rmt
cc: Laurence S. Wiener, City Attorney
Gena M. Stinnett, Assistant City Attorney
Willard Yamaguchi, City Clerk
Rory Burnett, Director of Finance
E.�cfusivefy Industriaf
CITY ADMINISTRATION DEPARTMENT
Donal O'Callaghan, City Administrator
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1408
June 1, 2010
Mr. Michael Bustamante
California Strategies & Advocacy, LLC
980 Ninth Street
Suite 2000
Sacramento, California 95814
L=3
JUN 121;'J
CITYCLERK'S ui , ,
VIA CERTIFIED MAIL/RETURN RECEIPT REQUESTED
Re: Termination of Agreement for Governmental Affairs and Strategic Advocacy Services
Dear Mr. Bustamante:
We refer to the Agreement entered into as of February 1, 2010, between the City of Vernon and
California Strategies & Advocacy, LLC, for governmental affairs and strategic advocacy services
(the "Agreement").
Pursuant to Section 9 (Termination) of the Agreement, please accept this letter as our written notice
to you that we are terminating the Agreement effective on the fifteenth (15th) day after the date you
receive this written notice. Please immediately cease all work, being performed pursuant to the
Agreement. As required under the Agreement, please return all Confidential Information in your
possession to the City within thirty (30) days after termination of the Agreement.
I would like to personally thank you for all of the services you performed on behalf of the City.
Very truly yours,
-_c
Donal O' Callaghan
City Administrator
DO:rmt
cc: Laurence S. Wiener, City Attorney
Gena M. Stinnett, Assistant City Attorney
Willard Yamaguchi, City Clerk
Rory Burnett, Director of Finance
ExcCusiveCy Industrial