CC SR 20170207 02 - American Capitol Group Contract for Federal Advocacy ServicesRANCHO PALOS VERDES CITY COUNCIL MEETING DATE: 02/07/2017
AGENDA REPORT AGENDA HEADING: Regular Business
AGENDA DESCRIPTION:
Consideration and possible action to contract with American Capitol Group for Federal
advocacy services.
RECOMMENDED COUNCIL ACTION:
(1) Authorize the Mayor and City Clerk to sign the agreement with American Capitol
Group for a 1 -year Professional Services Agreement, subject to City Attorney
review and approval.
FISCAL IMPACT: An additional appropriation of $48,000 is required for a 1 -year
contract for lobbying services, approximately $24,000 of which will be incurred during
the current fiscal year.
Amount Budgeted:
Additional Appropriation:
Account Number(s):
$0
$24,000 (in FY16-17)
101-1002-411-32-00
ORIGINATED BY: Kit Fox, AICP, Senior Administrative Analyst's
REVIEWED BY: Gabriella Yap, Deputy City ManagerAe
APPROVED BY: Doug Willmore, City ManagerV'
ATTACHED SUPPORTING DOCUMENTS:
A. Professional Services Agreement with American Capitol Group (page A-1)
B. Agreement Letter from American Capitol Group (page B-1)
C. List of potential projects for Federal funding (page C-1)
BACKGROUND AND DISCUSSION:
On December 20, 2016, Staff presented a proposed agreement with Federal
Advocates, Inc. (FA) for Federal advocacy services for the 2017 calendar year. The
City Council elected not to enter into an agreement with FA, and directed the City
Manager to identify and interview additional Federal advocacy firms for the City Council
to consider.
The City Manager, along with Mayor Pro Tem Duhovic and Councilmember Brooks,
interviewed American Capitol Group (ACG) along with other advocacy firms on January
19, 2017. Staff believes that ACG is extremely qualified to serve the City in advocating
for our interests. ACG is well known to many members of the incoming administration,
as well as to many important members of Congress.
1
With the number and diversity of potential infrastructure projects that the City may
decide to undertake in the coming years (Attachment C), Staff believes that the
experience and expertise that a Federal advocacy firm brings to the table may be critical
to securing legislative support for Federal financial assistance for these potential
projects. Staff has been informed that the incoming administration and key
Congressional leaders may intend to attempt to fund an infrastructure project list valued
up to $1 trillion. We believe that several of Rancho Palos Verdes' potential projects
would qualify to be on that list. In addition, Staff believes that ACG could also be
extremely helpful in potential negotiations with the Federal government regarding
property boundary lines and uses, and the Program of Utilization affecting Del Cerro
Park and the Civic Center site. At the City Manager's request, ACG has provided an
agreement letter (Attachment B) that lays out a proposed lobbying strategy for the 2017
calendar year. The deliverables to be provided by ACG would include:
Within 30 days of effective date of Agreement, meet with key City Staff in a
workshop setting to identify and prioritize the upcoming legislative and
governmental goals, needs and priorities of the City.
Within 60 days of effective date of Agreement, draft a detailed action plan for the
upcoming calendar year including, but not limited to, the City's legislative
platform, action items, assignment of responsibility, timing, deliverables, etc.
On a monthly basis, provide written reports on Federal legislative issues of
interest to the City.
The cost of ACC's services would be $4,000.00 per month, which is the same rate that
the City was previously charged by FA. The City Attorney's Office has reviewed the
proposed Agreement with ACG (Attachment A).
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available
for the City Council's consideration:
1. Direct Staff to revise the terms of the proposed Agreement, and continue
this matter to the next City Council meeting.
2. Do not enter into an Agreement with ACG.
2
CONTRACT SERVICES AGREEMENT
- 1 - A-101203.0001/328844.1
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
AMERICAN CAPITOL GROUP
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this 7th day of February 2017 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and American Capitol Group, a corporation
("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party"
and hereinafter collectively referred to as the "Parties".
RECITALS
A. City is in need of Federal advocacy services including the intification of funding
opportunities and legislative support for a variety of potential in ture projects, the
performance of the services defined and described particularly in Article 1 Agreement.
B. Consultant was selected by the City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Co ltant forp erformance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as partic�j&defined and described herein.
OPERATIVE`+PROVISIONS
NOW, THEREFE, in consideration ofYte mutual promises and covenants made by the
Parties and contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, thepartiesagree as follows:
ARTICLE1. SERVICES OF CONSULTANT
1.1 Scone of Services.
In compliance with terms and conditions of this Agreement, the Consultant shall provide
those services specified the "Scope of Services" attached hereto as Exhibit "A" and incorporated
herein by this reference, which may be referred to herein as the "services" or "work" hereunder.
As a material inducement to the City entering into this Agreement, Consultant represents and
warrants that it has the qualifications, experience, and facilities necessary to properly perform the
services required under this Agreement in a thorough, competent, and professional manner, and is
experienced in performing the work and services contemplated herein. Consultant shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services
described herein. Consultant covenants that it shall follow the highest professional standards in
performing the work and services required hereunder and that all materials will be both of good
quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest
professional standards" shall mean those standards of practice recognized by one or more first-
class firms performing similar work under similar circumstances.
01203.0001/328844.1 -2- 2
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement
shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in
accordance with, all ordinances, resolutions, statutes, rules, and regula ' s of the City and any
Federal, State or local governmental entity having jurisdiction in at the time service is
rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as
may be required by law for the performance of the services required by this Agreement. Consultant
shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties
and interest, which may be imposed by law and arise from or are necessary for the Consultant's
performance of the services required by thi.Agreement, and shall indemnify, defend and hold
harmless City, its officers, employees or agents of Cid, against any such fees, assessments, taxes,
penalties or interest levied, assessed or imposed against City herevrnder.
1.5 Familiarity with Work.
a. lrqqpr,
By executing this Agreement, I onsultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services 4 be performed, (ii) has carefully considered
how the services should'be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the series under this Agreement. If the services involve
work upon any,,site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted-Avith the cond*ions there existing, prior to commencement of services
hereunder. Should the Consultant -discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions are
received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish
continuous protection to the work, and the equipment, materials, papers, documents, plans, studies
and/or other components thereof to prevent losses or damages, and shall be responsible for all such
damages, to persons or property, until acceptance of the work by City, except such losses or
damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all instruments,
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
01203.0001/328844.1 -3-
A-3
of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of
the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or
make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work,
and/or (ii) the time to perform this Agreement, which said adjustments are, subject to the written
approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the
Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty
(180) days, may be approved by the Contract Officer. greater increases, taken either
separately or cumulatively, must be approved by the City C'Wjil. It is expressly understood by
Consultant that the provisions of this Section shall not apply% services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it adepts the risk that the services to
be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.
City may in its sole and absolute discretion have similar work done by other contractors. No claims
for an increase in the Contract Sum or timrformanc be valid unless the procedures
established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated herein
by this reference. In th4vent of a conflict between the provisions of Exhibit "B" and any other
provisions of this Agreement, the provisions of Exhibit "B" shall govern.
ARTICLE 2. -OMPENSATION y D METHOD OF PAYMENT.
2.1,x° Contract Sum.
Subject to any limitati s set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed Forty -Eight Thousand Dollars ($48,000) (the "Contract Sum"), unless
additional compensation is approved pursuant to Section 1.8.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention; (iii) payment for time and materials based upon the Consultant's rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
01203.0001/328844.1 -4- A-4
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and
expenses incurred during the preceding month in a form approved by City's Director of Finance.
By submitting an invoice for payment under this Agreement, Consultant is certifying compliance
with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual
expenses by the following categories: labor (by sub -category), travel, materials, equipment,
supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such
categories. Consultant shall not invoice City for any duplicate services performed by more than
one person. .l -
City shall independently review each invoice submitted �Ky the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, `or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed
invoice; however, Cons*ant acknowledges and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will occur within this time period. In the event any charges
or expenses are disputed by City, the original invoice shall be returned by City to Consultant for
correction and submission. Review and payment by City for any invoice provided by the
Consultant of constitute a waiver df any rights or remedies provided herein or any applicable
law.
2.5 giver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed
to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in the
"Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
01203.0001/328844.1 -5- A-5
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars,
litigation, and/or acts of any governmental agency, including the City, if the Consultant shall
within ten (10) days of the commencement of such delay notify thd'Contract Officer in writing of
the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the period of the enforced delay,when and if in the
judgment of the Contract Officer such delay is justified,d The Contract Officer' determination
shall be final and conclusive upon the parties to this Agreement. In no event sha
.11 Consultant be
entitled to recover damages against the City for any delay in the performance of this Agreement,
however caused, Consultant's sole remedy being extension of the Agreement pursuant to this
Section.
3.4 Term.
Unless earlier terminated in accorda ce with Article 7 of this Agreement, this Agreement
shall continue in full force and vrwise
til completipn of the services but not exceeding one (1)
year from the date hereof, except arovded in the Schedule of Performance (Exhibit
«D„
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following prin a s of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the work
specified herein and snake all decisions in connection therewith:
Tim Stewart
(Name)
[name]
(Name)
[name]
(Name)
Partner
(Title)
[title]
(Title)
[title]
(Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
01203.0001/328844.1 -6-
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant's staff and
subcontractors, if any, assigned to perform the services required under this Agreement. Consultant
shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to
perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether b contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represenkthat Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers, employees
or agents of City. Neither Consultant, nor any of Consultant's officers, emplo r agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to
City's employees. Consultant expressly waives any claim Consultant may have to any such rights.
4.3 Contract Officer. A--
The Contract Officer shall be the City Manager or '�_ ch erson as may be designated by
the City Manager. It shall be the Consultant's responsibility t)assure that the Contract Officer is
kept informed of the progress of the performance of *e services and the Consultant shall refer any
decisions which must be made by City to the Contract Officer. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the Contract Officer. The
Contract Officer shall have authority, if specified in writing by the City Manager, to sign all
documents on behalf of the City required hereuncrer to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its mployees shall have any control over the manner, mode or
means by which Consultant, its agents or employees, perform the services required herein, except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Consultant's employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Consultant shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Consultant shall not at any
time or in any manner represent that it or any of its agents or employees are agents or employees
of City. City shall not in any way or for any purpose become or be deemed to be a partner of
Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with
Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
01203.0001/328844.1 -7-
7
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the transfer
to any person or group of persons acting in concert of more than twenty five percent (25%) of the
present ownership and/or control of Consultant, taking all transfers into account on a cumulative
basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this
Agreement shall be void. No approved transfer shall release the Consultant or any surety of
Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain, at its solexost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall pvevall elected and ap ointed officers,
employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and pPeperty damage. The policy of insurance shall be in
an amount not less than $1,000,000.00 per occurrenewor if a general aggregate limit is used, then
the general aggregate limit shall be twice the occurrence limit
(b) Wow Compensation Insurance. policy of worker's compensation
insurance in such amount as w1fl fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or
damage arising from anAinjuries or occupational diseases occurring to any worker employed by
or any persons retained by the Consultant in the course of carrying out the work or services
contemplated i#th* *eem-ent.
omotive Insurance (Form CA 0001 (Ed 1/87) including `any auto" and
endorsement CA 0025 or equivalent).- A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall ixlclude coverage for owned, non -owned, leased, hired cars and any
automobile.
d rofessional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis, and must include
coverage for contractual liability. The professional liability insurance required by this Agreement
must be endorsed to be applicable to claims based upon, arising out of or related to services
performed under this Agreement. The insurance must be maintained for at least 5 consecutive
years following the completion of Consultant's services or the termination of this Agreement.
During this additional 5 -year period, Consultant shall annually and upon request of the City submit
written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
01203.0001/328844.1 -8-
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit `B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not contribute
with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and
contribution it may have against the City, its officers, employees and agents and their respective
insurers. Moreover, the insurance policy must specify that where thej&ary insured does not
satisfy the self-insured retention, any additional insured may satisfy t f -insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice
by certified mail return receipt requested to the City. In the event any of said policies of insurance
are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance
in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete, certified
copies of and endorsements to all required insurance policies at any time. Any failure to comply
with the reporting or other provisions of the policies including breaches or warranties shall not
affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following "cancellation" notice:
CANC�kLATION:
SHLD ANY OF THE ABIVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL
THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
IVW
[to be initialed]
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of activities
Consultant performs; products and completed operations of Consultant; premises owned, occupied
or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The
coverage shall contain no special limitations on the scope of protection afforded to City, and their
respective elected and appointed officers, officials, employees or volunteers. Consultant's
insurance shall apply separately to each insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer's liability.
01203.0001/328844.1 -9-
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Consultant agrees that the
requirement to provide insurance shall not be construed as limiting in any way the extent to which
the Consultant may be held responsible for the payment of damages to any persons or property
resulting from the Consultant's activities or the activities of any person or persons for which the
Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as
provided in Section 5.3. A,
In the event the Consultant subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Consultadi and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the°Consultant is required
to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to
City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold
and save them and each of them harmless from, any and all actions, either judicial, administrative,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilitiesi whether actual or threatened (herein "claims or
liabilities") that may be asserted or claimed by anyperson, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein of
Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity
for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors'
reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance
of or failure to perform any term, rovision, covenant or condition of this Agreement, and in
connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'
fees incurred in connection therewith;
(b) Cpnsultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of Consultant
hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees
harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
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01203.0001/328844.1
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it
fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted
by law, shall apply to claims and liabilities resulting in part from City's negligence, except that
design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of
the negligence, recklessness or willful misconduct of the design professional. The indemnity
obligation shall be binding on successors and assigns of Consultant an ll survive termination
of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be story only if issued by companies
qualified to do business in California, rated "A" or better in e most recent edition of Best Rating
Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category
Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk
Manager") due to unique circumstances. If this Agreement continues for more than 3 years
duration, or in the event the risk manager determines that the work or services to be performed
under this Agreement creates an increased or decreased risk of loss to the City, the Consultant
agrees that the minimum limits of the insurance
of written notice from the Risk Manager.
19901h, I
ARTICLE 6. RECORDS, REPORTS, AND
6.1 Records. 4P
licies may be changed accordingly upon receipt
OF INFORMATION
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts,
invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements chdrged to City, and ser#ices performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete and
detailed. The Contract Officer shall have full and free access to such books and records at all times
during normal business hours of City, including the right to inspect, copy, audit and make records
and transcripts from such records. Such records shall be maintained for a period of three (3) years
following completion of the services hereunder, and the City shall have access to such records in
the event any audit is required. In the event of dissolution of Consultant's business, custody of the
books and records may be given to City, and access shall be provided by Consultant's successor
in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in
providing access to the books and records if a public records request is made and disclosure is
required by law including but not limited to the California Public Records Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of
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01203.0001/328844.1
work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or
will materially increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, stud' surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and age9 in the performance of this
Agreement shall be the property of City and shall be delivered tity upon request of the Contract
Officer or upon the termination of this Agreement, and Con,*tM shall have no claim for further
employment or additional compensation as a result of tJ1e exercise by City ofits full rights of
ownership use, reuse, or assignment of the documents and nd
materials hereuer. y use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Consultant will be at the City's sole risk and without
liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use,
reuse or assignment. Consultant may retainies of such documents for its own use. Consultant
shall have the right to use the concepts embodied therein. All I subcontractors shall provide for
assignment to City of any documents or materials prepared b them, and in the event Consultant
fails to secure such assignment, Consultant shall indemm City for all damages resulting
therefrom. Moreover, Consultant with respect to any'laocuments and materials that may qualify as
"works made for hire" as defined in 1A IJ.S.C. § 101, such documents and materials are hereby
deemed "works made for hire" for the City.
6.4 Confidentialitv and Release of Information.
(a) All information gained or work product produced by Consultant
in performance o" this Agreement §haIJ)be considered confidential, unless such information is in
the public domain or already known to Consultant. Consultant shall not release or disclose any
such information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
Consultant, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorneys' fees, caused by or incurred as a result of Consultant's conduct.
(d) Consultant shall promptly notify City should Consultant, its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
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01203.0001/328844.1
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with
City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to subW#to the personal
jurisdiction of such court in the event of such action. In the event of litigation In a U.S. District
Court, venue shall lie exclusively in the Central District of I lifornia, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in dthderthe terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed after
the date of default. Instead, the City may give Notice to Consultant of the default and the reasons
for the default. The notice stall include the timeframe in which Consultant may cure the default.
This timeframe is presuptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and sha 1 when'the default is cured, proceed with payment on the invoices. In the
alternative, the City may, its sole discretion, elect to pay some or all of the outstanding invoices
during the poriod7of default. 4, Consultant does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article. Any failure on the part of the City to give
notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights
or any rights arising out of anyprovision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of City
to exercise such right to deduct or to withhold shall not, however, affect the obligations of the
Consultant to insure, indemnify, and protect City as elsewhere provided herein.
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01203.0001/328844.1
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other
default concerning the same or any other provision of this Agreement. -
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies
Agreement, the rights and remedies of the parties are
of one or more of such rights or remedies shall not
different times, of any other rights or remedies for tl
other party.
7.6 Legal Action.
f
exclusive in this
lk by either party
Wt the same or
efault by the
In addition to any other rights or remedies, either party nffl� take legal action, in law or in
equity, to cure, correct or remedy any default, to recover ages for any default, to compel
specific performance of this Agreement, to obtain deplaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statuto)y claim pursuant to Government Code Sections
905 et. seq. and 910 et. seq., in order to purer lggal action under this Agreement.
7.7 Termination Prior to. Expiration of T
This Sect' s a 1 govern any t ination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant,
except that where terminationp s due to the fault of the Consultant, the period of notice may be
such shorter time as may be''determined by the Contract Officer. In addition, the Consultant
reserves the right to termite this Contract at any time, with or without cause, upon sixty (60)
days' written notice to qty, except that where termination is due to the fault of the City, the period
of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice
of termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
this Section, the terminating party need not provide the non -terminating party with the opportunity
to cure pursuant to Section 7.2.
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01203.0001/328844.1
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and
prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to
the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such
damages), and City may withhold any payments to the Consultant for the purpose of set-off or
partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees.
r`
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such action
or proceeding, in addition to any other relief which may branted, whether,,'
hether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney'spes shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to her reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
the court allows which are incurred in such litigation. All such fees shall be deemed to have
accrued on commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment..
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON PIISCRIMINATION
8.1 Non-liabili
No officer or emplcee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its succe9sor, or for breach of any obligation of the terms
of this Agreement.
8.2 ici of Interest' 1W
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest'shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
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01203.0001/328844.1
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected
class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et �W.Ms amendeds,and in connection
therewith, shall not employ unauthorized aliens as define thin. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, including attorn > es, incurred by City.
,®,
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices. �.AW*
Any notice, demand, r , document, consent, approval, or communication either party
desires or is required to giv e other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager
and to the attention of the Contract Officer with Irer/his name and City title), City of Rancho Palos
Verdes, 30940 Hawthorne Blvd., Califor_nia 90275 and in the case of the Consultant, to the
person(s) at the, address designated on the execution page of this Agreement. Either party may
change its acjdress by not ying the othe party of the change of address in writing. Notice shall be
deemed communicated at the time personally delivered or in seventy-two (72) hours from the time
of mailing if mailed as provided in this Section.
9.2 Interpretation. '
The terms of th' Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
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01203.0001/328844.1
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or
decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any
of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the'intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non -Collusion. Al-
No official, officer, or employee of City has any financial interest, direct or indirect, in this
Agreement, nor shall any official, officer, or employee of City participate in any decision relating
to this Agreement which may affect his/hav-,iinancial interest or the financial interest of any
corporation, partnership, or association in which (s)he is directly or indirectly interested, or in
violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequeMc of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s),
or other conduet or collusion that would result in the payment of any money, consideration, or
other thing pf value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect.`'
Consultant's Authorized Initials
9.7 Corporate AuthoritX.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01203.0001/328844.1
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
ATTEST:
Teresa Takaoka, Acting City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
CONANT:
CAPITOL GROUP., a
Tim Stewart
Partner
By:
[Name]
[Title]
Address: American Capitol Group
101 Constitution Ave.
Ste. 525
Washington, DC 20001
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
01203.0001/328844.1 -18- A-18
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 2016 before me, personally appeared , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subsc ' o the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their ed capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity u which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of theSta lifornia that thug paragraph is true
and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not require w, it may prove valuable
le to persons relying on the document and could
prevent fraudulent reattachment of fir'
CAPACITY CLAD W SICK DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORA ICE
TITLE OR TYPE OF DOCUMENT
TI
❑ PARTNER(S) ❑ LIMITED
❑ ENERAL
NUMBER OF PAGES
❑ ATTORNEY -IN -FA
❑ TRUSTEE(S)
F-1 GUARDIAN/CONS VATOR
❑ OTHER
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
SIGNER(S) OTHER THAN NAMED ABOVE
01203.0001/328844.1
A-19
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2016 before me, , personally appeared proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscrib the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their au capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State o iffirnia that o ng paragraph is true
and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to Persons relying on the document and could
prevent fraudulent reattachment of this IL
CAPACITY
❑ INDIVIDUAL
❑ CORPORATE
TITLE(S)
❑
PARTNER(S) ❑
❑
ATTORNEY -IN -FA
❑
TRUSTEE(S)
❑
GUARDIAN'C
❑
OTHER
ATOR
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0001/328844.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-20
EXHIBIT "A"
SCOPE OF SERVICES
I. Overview of Services
Consultant will perform lobbying services on behalf of the City aimed at securing federal
funding for City infrastructure projects, to be identified by the City, and achieving policy initiatives
beneficial to the funding and completion of City infrastructure project
II. Consultant will perform the following services:
1. Develop and Implement the Project Plan
Within the first few days of a signed agreement,,;,ultant would work with the City to
develop a strategic Project Plan that includes an agreed upon narrative of the problem, the
desired measurable outcomes for success, assets at our disposal and the strategic plan how
to use the assets and narrative to resolve this decades long issue. This project plan will be
used as the broad blueprint moving forward. Consultant would prepare this plan in
conjunction with the City.
2. Provide representation to the Ci ogre he k `Coommittees of the United States
Congress
It is evident that a significant asure a strategy will rely on the efforts of the key
Congressional Committee mem : rs and 1 ship. Consultant is well positioned to secure
commitments to assist the City in both : e authorization, appropriations and oversight
functions of Congress.
Based on )he commitment made to the City representatives recently by the Chairman of
the key House Committee on Natural Resources to take up this issue and to assist in our
efforts, Consultantw' e the representatives of the City before the House and the Senate
in this effort.
3. Provide represent tion to the City before the key decision makers at the Department
of the Interior' -w,
A second major element to resolving this issue is to ensure that key decision makers within
the Department of the Interior are receptive, responsive and take action within the Agency
to become more flexible and more cooperative in working with the City. Consultant will
provide representation of the City before the federal agencies and will coordinate efforts
between the new Administration, the Transition teams and the Congress to move this issue
towards resolution.
01203.0001/328844.1
A-21
4. Identify and direct the City toward new infrastructure funding opportunities and
position those City priorities
Consultant's track record and background in securing programmatic and grant funding as
well as Congressionally directed project funding is impressive. Over the years, it has
secured hundreds of millions of dollars in research, construction and operations funding
for our clients.
In addition to representing the City on the National Park Service issue, with the new
Congress and Administration, there are many new oppZic
ead in infrastructure
funding for municipalities. Consultant will seek out andse opportunities and
position and represent the City in the pursuit of funding fture priorities.
III. Workshop Meeting `q"
As part of the services, Consultant will meet with ey Cid staff in a shop setting to
identify and prioritize the upcoming legislative and governmental goals, needs and
priorities of the City.
IV. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Action Plan. A detailed action plan for the upcoming calendar year including, but
not limited to, the City's legislative platform, action items, assignment of
responsibility, timing, deliverables, o c.
V. In addition to the requirements of Section 6.2, during performance of the services
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Monthly Legislative Reports. A written report on legislative issues of interest to
the City and relevant to the City's legislative goals.
VI. All work product is subject to review and acceptance by the City, and must be revised
by the Consultant without additional charge to the City until found satisfactory and
accepted by th&City.
01203.0001/328844.1
A-22
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
01203.0001/328844.1
A-23
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
RATE TIME SUB -
BUDGET
A. Provide Federal $4,000.00/month 12 months $48,000.00
advocacy services as
described in Exhibit
«A»
ANNUAL TOTAL $4,000.00/month 12 months $48,000.00
H. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services.
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.8.
IV. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all erials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services.
V. The total compensation for the Services shall not exceed $48,000 as provided in
Section 2.1 of this Agreement.
01203.0001/328844.1
A-24
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the schedule to be
developed by Consultant and subject to the written approval of the Contract Officer.
H. Worshop Meeting: The workshop meeting shall take place within 30 days of the effective
date of the Agreement.
III. Consultant shall deliver the following tangible work products to the City by the
following dates:
A. Action Plan: Within 60 days of effective date of Agreement.
IV. Monthly Legislative Reports: Shall be delivered to the City monthly throughout the
entire term of the Agreement.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
IV. The Consultant's services shall be provided to City for the period from February 7,
2017, through February 6, 2018, inclusive.
01203.0001/328844.1
A-25
AMERICAN
APrr0L
+GROUP
101 Constitution Ave.
Suite 525
Washington D.C. 20001
Doug Willmore
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Road
Rancho Palos Verdes
CA,90275
RE: Proposed Scope of Work and Letter of Engagement
Dear Mr. Willmore:
It was a real pleasure to meet with you, Mayor Pro Tem Duhovic and Councilwoman
Brooks last week in Washington D.C. to learn more about the opportunities and
challenges the City of Rancho Palos Verdes (the City) faces with its growth and
infrastructure.
Of particular interest to me is the on-going conversation the City has had with
representatives of the National Park Service (NPS) regarding placement of new
facilities and the unreasonable restrictions being placed on the City by the NPS.
I have given some thought to the issues we discussed and I am certain the American
Capitol Group (the Firm) is one of the best -positioned firms in Washington to assist
the City in addressing these particular challenges. Our firm is not a typical
Washington D.C. firm, we are small, lean, and have little overhead. The City would
be represented directly by the senior partners, each with 20 plus years of
experience rather than a junior level associate. Many of our clients have been with
us for ten years or longer because we are not a "churn and burn" firm typical of so
many D.C. firms that represent municipalities.
With my background in natural resource policy, infrastructure and Congressional
appropriations process, I have seen and dealt with circumstances like this on
several occasions in the past. Based in part of the discussions we had last week, I
am confident that there is a path forward for resolution and that we have the right
tools available to assist.
As
With that in mind, I have taken the liberty to provide a brief and very broad
overview of a proposed scope of work the American Capitol Group would provide
for the City. Should you decide to move forward and engage the Firm, it is our view
that the expectations and needs of the City can be met in four broad areas or scope
of work.
Proposed Scope of Work
1. Develop and Implement the Project Plan
Within the first few days of a signed agreement, the Firm would work with the City
to develop a strategic Project Plan that includes an agreed upon narrative of the
problem, the desired measurable outcomes for success, assets at our disposal and
the strategic plan how to use the assets and narrative to resolve this decades long
issue. This project plan will be used as the broad blueprint moving forward. The
Firm would prepare this plan in conjunction with the City.
2. Provide representation to the City before the key Committees of the United
States Congress
It is evident that a significant measure of the strategy will rely on the efforts of the
key Congressional Committee members and leadership. The Firm is well positioned
to secure commitments to assist the City in both the authorization, appropriations
and oversight functions of Congress.
Based on the commitment made to the City representatives last week by the
Chairman of the key House Committee on Natural Resources to take up this issue
and to assist in our efforts, the Firm will be the representatives of the City before the
House and the Senate in this effort.
3. Provide representation to the City before the key decision makers at the
Department of the Interior
A second major element to resolving this issue is to ensure that key decision makers
within the Department of the Interior are receptive, responsive and take action
within the Agency to become more flexible and more cooperative in working with
the City. The Firm will provide representation of the City before the federal
agencies and will coordinate efforts between the new Administration, the Transition
teams and the Congress to move this issue towards resolution.
4. Identify and direct the City toward new infrastructure funding
opportunities and position those City priorities
The Firm's track record and background in securing programmatic and grant
funding as well as Congressionally directed project funding is impressive. Over the
years, we have secured hundreds of millions of dollars in research, construction and
operations funding for our clients.
In addition to representing the City on the National Park Service issue, with the new
Congress and Administration, there are many new opportunities ahead in
infrastructure funding for municipalities. The Firm will seek out and identify these
opportunities and position and represent the City in the pursuit of funding for
infrastructure priorities.
I am sure that the City would like for greater elaboration and more clarification on
each of these areas, which we would happily provide as we moved forward. This is
an exciting project and we certainly hope we can work together.
Proposed Duration of Agreement
This agreement will extend for a period of twelve months beginning on or around
February 1st, 2017 and ending on or around January 31, 2018, after which time, Mr.
Stewart and representatives of the City might extend on a month-to-month basis if
agreed to.
Proposed Fee Structure
American Capitol Group proposes a $4,000.00 a month retainer for the twelve-
month period outlined in the Duration of Agreement section. Additionally, the Firm
would seek to be reimbursed for pre -approved travel costs to the City from
Washington D.C. should travel be necessary. Other expenses related to the
representation of the City in Washington will be carried by the Firm.
We hope you find this scope of work within your expectations and look forward to
your feedback and questions related to this proposal. We sincerely look forward to
working together. Thank you again for the opportunity to be considered to
represent the City.
Sincerely,
Tim Stewart
Partner
DRAFT INFRASTRUCTURE LIST
Project
Description
Scope of Work
Estimated Total
Cost
Palos Verdes
Coordinate and direct
Peninsula
Emergency
emergency operations for
Design and construct LEED-
$ 2,500,000
Operations Center
Palos Verdes peninsula from a
Platinum EOC
EOC
central location
Palos Verdes
Update 1960s emergency
o
Peninsula Helipad
helispot with helipad and aerial
Design and construct helipad
$ 250,000
water tanker facilities
0
Protect major Los Angeles and
n
Palos Verdes peninsula -
Portuguese Bend
serving arterial roadway,
Landslide
wastewater transmission main
Design and construct
E
Infrastructure and
and nature preserve from
bridging, utility relocation and
$ 50,000,000
P
Environmental
active landslide.
sediment controls
Protection
Improve coastline water quality
UJ
by controlling sediment
discharge into Pacific Ocean
Neighborhood
Protect neighborhoods from
Flood Protection
flooding caused by structural
Design and construction
co
Drainage
and hydraulic deficiencies by
drainage improvements at 65
$ 18,000,000
Improvements
implementing the 2015 Master
locations throughout City
cu
Plan of Drainage
=
Eliminate overflows from
Design and construct
`—'
collection system into Altamira
upgrades and improvements
$ 2,000,000
Abalone Cove
Canyon
to pipes, pumps and lift
Landslide
stations
Protect upper Altamira Canyon
from surface water drainage
Design and construct
$ 5,000,000
Abatement District
Water Quality
into Abalone Cove landslide
watertight lining
Improvements
Improve stormwater quality of
Design and construct
runoff into Pacific Ocean from
replacement outlet and line
$ 1,000,000
lower Altamira Canyon
canyon
Cease use of potable water to
Design and construct
Recycled Water
irrigate public parks and golf
courses with recycled water
transmission main, pump
$ 10,000,000
o
System
from West Basin Municipal
stations and storage
cu
Water District
reservoirs
Cn
Reduce energy consumption
0
Smart Street
and create operational savings
Replace 1960s facilities with
Lighting System
through automatic outage
smart, networked LED
$ 2,000,000
detection and predictive
lighting
maintenance
TOTAL $90,750,000
C-1