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PROFESSIONAL SERVICES AGREEMENT
FOR
STATE LEGISLATIVE ADVOCACY SERVICES
This Agreement is made and entered into as of th e 15th day of January, 2021 by and between the City of Foster City hereinafter called "CITY" and Renne Public Law Group (DBA, Renne Public Policy Group (RPPG)) hereinafter called "CONSULTANT".
RECITALS
This Agreement is entered into with reference to the following facts and circumstances:
A. That CITY desires to engage CONSULTANT to provide professional ser vices on behalf of the CITY;
B. That CONSULTANT is qualified to provide such services to the CITY and;
C. That the CITY has elected to engage the s ervices of CONSULTANT upon the terms and conditions as hereinafter set forth.
1. Services. The services t o be performed by CONSULTANT under this Agreement shall include those services set forth in Exhibit A, which is, by this reference, in corporated herein and made a part hereof as though it were fully set forth herein.
Performance of the work specified in s aid Exhibit A is hereby m ade an obligation of CONSULTANT under this Agreement, subject to any changes that may be made subsequently he reto upon the mutual written agreement of the said parties.
Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit A.
2. Term; Termination. The term of this Agreement wil l be for a period of 12 months from the Effective Date.
This Agreement may be terminated by the C ITY without cause upon thirty (30) days written notice to CONSULTANT. If the CITY exercises its right to terminate t his Agreement in acco rdance with this paragraph, the C ITY shall pay C ONSULTANT for all services satisfactorily p erformed in accordance with thi s Agreement, thr ough and including the date of termination, but not to exceed the payments according to the rates specified in Exhibit “B” or the maximum amount authorized under paragraph 3 of this Agreement.
3. Compensation; Expenses; Pa yment. CITY shall compensate CONSULTANT for all services performed by CONSULTANT hereunder in an amount based upon CONSULTANT’s monthly flat fee retainer during DocuSign Envelope ID: AAE737FB-83EB-4087-83E5-94666A9C06D4
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the time of the performance of said services. A copy of CONSULTANT’s monthly rate for which services hereunder shall be performed are set forth in CONSULTANT’s fee sched ule marked Exhibit “B” hereof, attache d hereto and by this reference incorporated herein.
Notwithstanding the foregoing, the combi ned total of compensation and reimbursement of cos ts payable hereunder shall not exceed the sum of forty-nine thou sand nine hundred and ninety -nine ($ 49,999.00) for the term of Agreement . Invoices for amounts in excess of $4,000.00 per month shall not be paid unless the performa nce of services and/or reimbursement of costs a nd expenses in excess o f said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY Manager.
Compensation and reimbursement of cost s and expenses hereunder shall be payable upon monthly billing therefor by CONSULTANT to CITY, which billing shall include an itemized statement, briefly describing b y task and or cost/expense items billed.
4. Additional Services . In th e event CITY desires the performance of additional services not otherwise included within the services described in Exhibit A, such services shall be authorized in advance of the performance thereof by the City Council by motion duly made and carried.
Such amendment to this Agreement shall include a descriptio n of t he services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable there for, the time of performance thereof, and such ot her matters as the parties deem appropriate for the accomplish ment of such services. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such amendment.
5. Records. CONSULTANT shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder. Said records shall be available to CITY for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agr eed upon by th e parties.
6. Authorization. This Agreement becomes effective when endorsed by both parties in the space provided below.
7. Reliance on Professional Skill of CONSULTANT. CONSULTANT represents that it has the necessary professional skills to perform the services required and th e CITY shall rely on such skills of the CONSULTANT to do and perform the work. In performing s ervices hereunder CONSULTANT shall adhere to the standards generally prevailing for the performance of expert cons ulting services simil ar to those to be performed by CONSULTANT hereunder.
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8. Documents. All documents, plans, and other papers, or copies thereof, as finally rendered, prepared by CONSULTANT pursuant to the term s of this Agreement, s hall, upon preparatio n and delivery t o CITY, become the property of CITY.
9. Relationship of Parties . It is understood that the rela tionship of CONSULTANT to the CITY is that of an independent contractor and all persons working for or under the direction of CONSULTANT are its agents or employees and not agents or employees of the CITY.
10. Schedule. CONSULTANT shall adhere to the schedule set forth in Exhibit A; provided, that CITY shall grant reasonable extensio ns of time for the performance of such services occasioned by governmental reviews of CONSULTANT’s work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, CONSULTANT’s officers or employees.
11. Indemnity. To the fullest e xtent allowed by law, CONSULTANT hereby agrees to defend, indemnify, and save harmless CITY, its Council, boards, commissions, officers, employe es and agents, from and against any and all claims, suits, actions liability, loss, dam age, expense, cost (inclu ding, without limitation, costs and f ees of litigation) of every nature, kind or description, which may be brought against, or suffered or susta ined by, City of Foster City , its Council, boards, commissions, officers, employees or agents caused by, the negligence, intentional tortuous act or omission, or willful misconduct of CONSULTANT, its officers, employees, subcontractors or agents in the performance of any services or work pursuant to this Agreement.
The duty of CONSULTANT to indemnify and save harml ess, as set forth herein, shall include the dut y to defend as set fo rth in Section 2778 of the California Civil Code; provided, however, that nothing herein co ntained shall be construed to require CONSULTANT to indemn ify City of Fo ster City, its Council, b oards, commissions, office rs, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.
CONSULTANT’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agre ement for the full period of time allowed by law.
The defense and indemnification obligations of this agreement are undertaken in ad dition to, and s hall not in any way be limited by, the insurance obligations contained within this Agreement.
12. No Guarantee of Outcome. Any comments made by CONSULTANT about the potential outcome of matters in connection with scope of work (Exhibit DocuSign Envelope ID: AAE737FB-83EB-4087-83E5-94666A9C06D4 4 Updated1/21/2021
A) are expressions of opinion only and are not guarantees or promises about any outcome or results.
13. Insurance. CONSULTANT shall acquire and maintain Wor kers’ Compensation, employer’s liability, commercial general liability, owned and non -owned and h ired aut omobile liability, and professional liability insurance coverage re lating to CONSULTANT’s services to be performed hereunder covering CITY’s risks in form subject to the approval of the City Attorney and/or CITY’s Risk Manager. The minimum amounts of coverage corresponding to the aforesaid categories of insurance per in surable event, shall be as follows:
Insurance Category Minimum Limits
Workers’ Compensation statutory minimum
Employer’s Liability $1,000,000 per accident for bodily injury or disease
Commercial General Liability $1,000,000 per occurrence and $1,000,000 aggregate for bo dily injury,
personal injury and property damage
Automobile Liability $1,000,000 per accident for bodily injury and property damage (coverage
required to the extent applicable to
CONSULTANT’s vehicle usage in
performing services hereunder)
1Professional Liability $1,000,000 per claim and aggregate
It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall b e available to the CITY as an Additional Insured. Furthermore, the req uirements for coverage and limits shall be the greater of either (1) the minimum coverage and limits spec ified in this Agreement or (2) the broader coverage and maximum limits of coverage of any in surance policy or proceeds available to the named Insured.
CONSULTANT agrees to include with all subcontractors in their subcontracts the same requirements and pr ovisions of this agreement including the indemnity and insurance requir ements to th e extent they apply to t he scope of the subcontractor’s work. Subco ntractors hired by
1 Note: Professional liability insurance coverage is not required if the CONSULTANT is not pro viding a service regul ated by the state. (Examples of service providers regul ated by the state are insurance agents, prof essional engineers, doctors, cert ified public accountants, lawyers, etc.) Please check and initial the following if pr ofessional liability is NOT required for this agreement. Recommended ______ [Project Manager] Approved _______[Risk Manager]
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CONSULTANT shall agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under this Agreement and its accompanying documents. Subcontr actors shall further agree to includ e these same provisions with any sub - subcontractors. A copy of the indemnity and insurance provisions of this Agreement will be furnished to the Subcontractor upon r equest.
CONSULTANT shall requ ire all subcontractors t o provide a valid certificate of ins urance and the required endorsements included in the subcontract agreement and will provide proof of comp liance to the CITY prior to commencement of any work by the subcontractor.
Concurrently wi th the execution of this Agreement, CONSULTANT shall furnish CITY, on the form included as Exhibit D or similar form, with certificates and copies of information or declaration pages of the insurance required hereunde r to be included as E xhibit C hereto. With respect to evidence of commercial general liability and automobile liability insurance coverage, CONSULTANT must also include in Exhibit C the following original endorsements::
(a) Precluding cancellation or reduction in per occurre nce limits before the expiration of thirty (30) days (10 days for nonpayme nt) after CITY shall have received written notification of cancellation in coverage or reduction in per occurrence limits by first class mail;
(b) Naming the City of Foster City, its Council, officer s, boards, commissions, employees, and agents, as additional insureds; and
(c) Providing that CONSULTANT’s insura nce coverage shall be primary insurance with respect to City of Fo ster Ci ty, its Council, officers, boards, c ommissions, employees, and agent s, and any insurance or self-insurance maintained by CITY for itself, its Council, officers, boards, commissions, em ployees, or agents sh all be in excess of CONSULTANT’s insurance a nd not contributory with it. CONSULTANT and its insurer may not seek contr ibution from CITY insurance or self-insurance.
The limits of i nsurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. An y umbrella or excess insurance sh all contain or be endorsed to contain a pr ovision that such covera ge shall also apply on a primary and no n-contributory basis for the benefit of CITY, to the e xtent required by this Agreement, before the CITY’s insurance or self-insurance may be ca lled upon to protect CITY as a named Insured.
All self-insured retentions (SIR) must be disclosed to CITY for approval and shall not reduce th e limits of liability coverage. Policies containing and SIR provision shall provide or be endorsed to pr ovide that the SIR may be satisfied by either the named CONSULTANT/Named Insured o r CITY.
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CITY reserves the righ t to obtain a full c ertified copy of any insurance policy and endorsements. Failure to exercise this right shall not consti tute a waiver of right to exercise later.
Any and all Subcontractors shall agree to be bound to CONSULTANT and CITY in the same manner and to t he same extent as CONSULTANT is bound to CITY under this Agreement. Subcontractors shall further agree to inclu de the same requirements and provisions of this Agreement, including the in demnity and insurance re quirements, in an y agreement with sub-subcontractors to the extent that they apply to the scope of the sub-subcontractor’s work. A copy of the indemnity and insurance provisions of this Agreement shall be furnished to any subcontra ctor upon request.
CONSULTANT shall maintain insurance as re quired by this Agreement to the fullest amount allowed by law and shall maintain in surance for a minimum of five (5) years following completion of this project or service.
In the event CONSULTANT fails to obtain or mai ntain c ompleted operations coverage a s required by this Agreement, the CITY at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.
14. WORKERS' COMPENSATION. CONSULTANT certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake se lf-insurance in accordance with the provisions of that Code, and CONSULTANT certifies that he will com ply with such provisions before commencing the performance of the work of this agreement.
15. NON-DISCRIMINATION. The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national orig in. The CONSULTANT will take affirmative action to ensure that applicants are employed and the employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall includ e, but not be limited to the following: employm ent, advancement, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT shall at all times be in compliance with the requirements of the Federal Americans With Disabilities Act (Public Law 101 -336) which prohibits discrimination on the basis of disability by public entities. The CONSULTANT agrees to post in conspicuo us places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause.
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16. Notice. All notices required by this Agreement shall be given to the CITY and CONSULTANT in writing, by first class mail, postage prepaid, addressed as follows:
CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Peter Pirnejad, City Manager
CONSULTANT: Dane Hutchings (Project M anager) 1100 11 th Street, Suite 200-231, Sacramento, CA, 95817
[email protected]
Jonathan V. Holtzman (Managing Partner)
350 Sansome Street, Suite 300, San
Francisco, CA, 94104
[email protected]
17. Non-Assignment. This Agreement is not assignable either in whole or in part.
18. Amendments. This Agreem ent may be amended or modified only by written agreement signed by both parties.
19. Validity. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other prov ision of this Agreement.
20. Governing Law . This Agreement shall be governed by the laws of the State of California and any suit or action initi ated by either party shall be brought in the County of San Mateo, California. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the rea sonable attorney’s fees and expenses of litigation of the successful party.
21. Mediation. Should any dispute arise out of this Agreement, the partie s shall meet in mediation and atte mpt to reach a resolution with the assistance of a mutually acceptable mediator. Neithe r part y shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reache d neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.
22. Conflict of Interest. CONSULTANT represents numerous public agencies, nonprofits, and private clients throughout California. Although unlikely, it is possible that certain clients might have certain objectives and policies that are not shared by other clients. Fo r example, a c lient may support DocuSign Envelope ID: AAE737FB-83EB-4087-83E5-94666A9C06D4 8 Updated1/21/2021
proposed legislation, while another city may be opposed to it. The CITY recognizes this reality, acknowledges that this sort of policy conflict may occur, and agrees that it will not assert a conflict based on these types of policy or legisl ative disagreements . Nothing in this paragraph shall be construed to diminish or overri de CONSULTANT’s duty to adhere to the Rules of Professional Responsibility, including the rules governing legal conflicts of interest.
23. Entire Agreement. This Agreement, including Exhibits A and B, comprises the entire Agreement.
IN WITNESS WHEREOF , the parties hereto hav e caused this Agreem ent to be executed on the date first above written by their respective officers duly authorized in that behalf.
City of Foster City
Dated: _________________________________ Peter Pirnejad, City Manager
ATTEST:
Dated: ________________________________ Priscilla Schaus, City Clerk
APPROVED AS TO FORM
Dated:
Jean B. Savaree, City Attorney
CONSULTANT
Dated:
Jonathan V. Holtzman Managing Partner,
Renne Public Law Group (DBA Renne Public
Policy Group (RPPG))
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EXHIBIT A
SCOPE OF WORK
FOR
STATE LEGISLATIVE ADVOACY SERVICES
City of Foster City
Assist with developing and updating the City’s legislative agenda and policy platform in light of legislative trends.
Conduct state, regional, and local policy research; inform the City of relevant policies, develop advocacy materials, and assist the City with local positions on high- priority subjects.
Track state legislation and provide legislative tracking reports regularly to City.
Regularly communicate with the City to assess legislative options, analyze legislation and discuss policy objectives including review and input into the City’s legislative policy platform and meeting via teleconference periodically with the City Council’s relevant council sub-committee.
Proactively address legislation, topics or issues that unfold in advance of the legislative session.
Serve as a liaison between the City and State Legislature, Executive Branch or other officials in state government as identified by the authority.
Develop strong working relationships with State Legislature, state agencies, Executive Branch and other key stakeholders.
Raise, disc uss, and recommend any affirmativ e legislative action that may benefit the City, and identify any potential or actual legi slative or agency action that may impact the City and region.
Coordinate and collaborate with other municipalities and organizations having similar legislative object ives a s the City. Where a ppropriate, advocate positions on legislation and work to secure language in legislation that will advance the City’s interests.
Develop and participate in strategic coalitions with a ssociations an d g overnmental organizations in furtherance of the City’s legislative agenda as requested.
Provide the City with a written annual report, related to the City’s state agenda and a summary of services provided and measurable results achi eved on behalf of th e City.
Draft letters, legislat ive language and talking points or other advocacy materials on legislation as necessary.
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Prepare letters in support of the City’s adopted legislative position to members of the state legislature, executi ve branch, and other officials in State government a s needed.
Testify at the direction of and on behalf of the City at hearings before legislative committees.
Prepare written testimony for city officials who wish to testify before legislative committees.
Conduct at least o ne in-person briefing in the Cit y per year to the Mayor a nd City Council and key City departments as identified by the City Manager’s Office.
Develop and implement strategies to best position city to obtain stat e grant funding for the City’s projects and programs.
Guide the City regard ing submissions of state grant requests, assist in preparation submission, letters of support, and other supporting materials.
Register to lobby, on behalf of the City, with the n ecessary State officers and agencies, requir ements mandated by the Fair Poli tical Practices Commissio n (“FPPC”), and any other legal requirements.
Other related duties as assigned
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EXHIBIT B
CONSULTANT’S FEE SCHEDULE
Due to the demands of the legisla tive calendar, RPPG does not bill on an hour ly basis for legislative advocac y work. Therefore, the monthly flat fee retainer amount of $4,000 per month shall be assessed for services outlined in Exhibit A. Retainer amount does not includ e expen ses related to travel. However, no additional expenses shall be incurred without prior client approval. In no circumstances shall this contract exceed a $49,999.00 for the term of the Agreement.
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