City of Glendale, CA
Management Services Department
REQUEST FOR PROPOSALS (RFP) FOR
STATE LEGISLATIVE ADVOCACY SERVICES
Posting Date: November 26, 2025
Due Date: December 17, 2025
Contact:
Domenica K. Megerdichian, Assistant to the City Manager City of Glendale, Management Services
613 East Broadway, Suite 200
Glendale, CA 91206
(818) 548-4844
[email protected]
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
1 Contents
Introduction ................................ ................................ ................................ ................................ 2 A. Summary ................................ ................................ ................................ .................... 2 B. Assumptions / Definitions ................................ ................................ ........................... 2 C. About the City of Glendale ................................ ................................ .......................... 3 D. Scope of Work ................................ ................................ ................................ ............ 3 E. Minimum Qualifications ................................ ................................ ............................... 5 F. City’s Representatives ................................ ................................ ................................ 6 RFP Process ................................ ................................ ................................ .............................. 7 A. Schedule of Events ................................ ................................ ................................ ......... 7 B. RFP Distribution ................................ ................................ ................................ ............. 7 C. Proposal Deadline and Proposal Submission ................................ ................................ . 7 D. Interim Inquiries and Responses; Interpretation or Correction of RFP ............................ 8 E. Addenda ................................ ................................ ................................ ......................... 8 General Requirements and Instructions ................................ ................................ ..................... 9 A. Examination of Documents ................................ ................................ ............................. 9 B. Proposer’s Representations in the Response ................................ ................................ . 9 C. Withdrawal, Cancellation, or Modification of a Proposal ................................ ................. 9 D. Insurance ................................ ................................ ................................ ......................10 E. Proposal Preparation Expenses ................................ ................................ ....................10 F. Proposer’s Indemnification of the City ................................ ................................ ............10 Proposal Content and Format ................................ ................................ ................................ ...11 A. Proposal Format; Using the Attached Proposal Forms ................................ ..................11 B. Identifying Proprietary Information; Public Records Act ................................ .................11 C. Proposal Signature(s) ................................ ................................ ................................ ....12 Method of Selection ................................ ................................ ................................ ..................12 A. Basis for Award and Evaluation Criteria ................................ ................................ .........12 B. Selecting a Consultant ................................ ................................ ................................ ...13 C. City’s Reservation of Rights ................................ ................................ ...........................14 Award of Contract ................................ ................................ ................................ .....................15 Letter of Objection; Procedures ................................ ................................ ................................ .15 EXHIBIT I ................................ ................................ ................................ ................................ ..17 SAMPLE PROFESSIONAL SERVICES AGREEMENT ................................ ......................17 EXHIBIT D-1 ................................ ................................ ................................ .............................47 PROFESSIONAL LIABILITY INSURANCE ................................ ................................ ........47 EXHIBIT D-2 ................................ ................................ ................................ .............................49 WORKERS’ COMPENSATION INSURANCE ................................ ................................ ....49 EXHIBIT D-3 ................................ ................................ ................................ .............................50 COMMERCIAL GENERAL LIABILITY OR BUSINESSOWNERS LIABILITY INSURANCE 50 EXHIBIT D-4 ................................ ................................ ................................ .............................52 BUSINESS AUTOMOBILE LIABILITY INSURANCE ................................ ..........................52 EXHIBIT D-5 ................................ ................................ ................................ .............................54 GENERAL REQUIREMENTS ................................ ................................ ............................54 EXHIBIT D-6 ................................ ................................ ................................ .............................58 CONSULTANT’S SUBMITTAL OF CERTIFICATES AND ENDORSEMENTS ...................58 PROPOSAL FORM ................................ ................................ ................................ ...................60
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
2 Introduction
A. Summary
The City of Glendale (“CITY”) is seeking the services of an individual or a firm (“Consultant”) to provide state legislative advocacy services to gain support from key public officials and policy makers on decisions critical to CITY, in accordance with the instructions and requirements in this Request for Proposals (“RFP”).
To be considered in this process, the City is inviting written Proposals from qualified and experienced individuals or firms with:
• a minimum of 5 years of direct experience providing state representation on issues and objectives common to municipal entities similar in size and governance to the CITY
• a strong focus and demonstrated expertise in California municipal policy
• deep understanding of the current trends and issues in municipal policy and local governance
• an operational presence in Sacramento with the ability to physically attend meetings, hearings, and briefings on short notice.
The CITY requires a well -managed and financially sound Consultant with demonstrated skills and technical ability, high levels of customer service, responsiveness, and satisfaction, in order to fulfill the requirements outlined in this RFP.
This document is for use by CITY Staff and all potential Consultants. Please read it carefully before preparing any response.
B. Assumptions / Definitions
The following assumptions and definitions were used in preparing this RFP, and should be adopted by the Consultant:
• The term RFP refers to this Request for Proposals and all of its attachments, including any materials from CITY and relevant third parties. • The term Proposal refers to the materials submitted by the Consultant in response to this RFP.
• The term Proposer refers to the Consultant.
• Responding Proposals will be based on the business needs outlined in this RFP and on technical and operational trends in the industry. • This RFP is based on the best available information. Information not in this document, and not said to be forthcoming, should be assumed to be unavailable. • Departure from the standards outlined in this RFP must be communicated via written notice to CITY.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
3 C. About the City of Glendale
The City was incorporated as a Charter City in 1906 and has grown to a population of over 200,000, making it one of the largest cities in Los Angeles County. The City remains a busy commercial and cultural center, with a blend of large and small businesses, and multi- national corporations. Finally, Glendale is a full service city offering its own water and power utilities, a municipally owned transportation department, high quality police services, and a Class 1 Fire Department. The City is under a Council -M anager form of governance.
The City is proactive in monitoring, taking positions and lobbying on legislation which impact its operations, particularly in the areas of housing, public safety, energy/water policy, transportation and infrastructure, and community services. The City participates in multiple professional associations and organizations, such as the Independent Cities Association, National League of Cities and League of California Cities, as well as regional organizations that have an influence in local, state, and federal affairs.
The City is vigilant about the introduction and passage of potentially harmful legislation that affects its ability to exert local control, while protecting its local budgets and mitigating impacts via unfunded mandates. Constant review and management of t he onslaught of annual legislation is a daunting task; language and “intent” are often difficult to comprehend. Monitoring and analysis by an experienced, informed and proactive lobbying firm will help the City develop a stronger, faster and more effective legislative program to ensure its position is heard, understood and considered by state policymakers. The City has also been able to meet many local public improvement needs through the appropriation of local revenues and/or the successful pursuit of stat e and federal grant funds and strategic financing opportunities. The City requires an aggressive approach to protect the interest of our residents, and to successfully pursue, secure and maximize funds for local projects through the state authorization/ ap propriation process, or competitive grant programs.
D. Scope of Work
i. TERM OF SERVICES AND CONTRACT
The Services described in this RFP and in the proposed Contract are for a period of eleven (11) months, beginning February 1, 2026 and ending on December 31, 2026. CITY reserves the right to extend the term of the Contract, on an annual basis, for up to three (3) additional one-year terms.
ii. RESPONSIBILITIES
Consultant will primarily represent CITY’s interests in Sacramento, CA for the purposes of:
• Advocating on issues that directly or indirectly impact CITY’s ability to efficiently and cost-effectively conduct its business
• Avoiding undue fiscal impact to the CITY
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
4 • Protecting CITY’S revenue; and
• Securing funding.
Consultant will have a strong emphasis and recognized expertise on municipal policy and local governance. Consultant will also coordinate work with the League of California Cities and representatives of other cities and districts which likewise may oppose or support legislation.
The professional services include, but are not limited to:
1. Legislative Monitoring: Monitor state legislative, regulatory, and budget matters affecting the City and keep designated City staff informed of significant developments. Provide same-day review and guidance on high-impact legislative developments, amendments, or urgent state actions affecting the City.
2. Information Liaison: Serve as a consistent conduit of information between the City, the Legislature, and state agencies, providing regular oral and written reports on relevant activities.
3. Legislative Relationships & Advocacy: Maintain effective working relationships with key legislators, legislative committees, and state agency staff. Represent and advocate for the City’s interests, needs, and concerns before legislators, committees, state agencies, boards, and commissions. Consultant shall provide and maintain a matrix identifying relationships with key legislators, committee consultants, agency directors, policy staff and third house relevant to City priorities.
4. Relationship-Building: Support the development of productive relationships between City elected officials and staff and key state policymakers. Consultant shall coordinate with regional partners, local government coalitions, local, regional and statewide organizations associations to leverage collective influence on issues affecting the City, and work to leverage local, regional and state influence.
5. Policy Guidance & Impact Analysis: Advise City staff on statewide trends, emerging issues, and proposed state initiatives affecting local government.
Analyze and advise on legislation and policy proposals affecting local control, City resources, operations, or services.
6. Strategic Planning: Meet regularly with City staff to assist in identifying and refining the City’s goals, priorities, and project needs, including matters before City commissions as appropriate. Work with City staff to d evelop a written strategy including City priorities, bill sponsorship opportunities, regulatory pathways, and targeted engagement plans aligned with Council -adopted goals. Identify City priorities suitable for advancement at the state level and prepare associated briefing or advocacy materials.
7. Council Engagement: Meet with the City Council to provide updates and assist in developing goals, priorities, and the City’s legislative policy platform. Work with staff to provide communications and messaging support where appropriate, including but not limited to talking points, briefs, letters of support/opposition, and messaging documents for Council, staff, or community advocates as needed.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
5 8. Meetings: Attend meetings as necessary to support City legislative objectives.
Maintain at least bi -weekly meetings with City legislative affairs staff and make consultant available for meetings with City leadership, departments and staff on an as-needed basis.
9. Funding Opportunities: Assist with the active pursuit of funding opportunities and support a proactive funding strategy , including grant mapping, appropriations strategy, legislative earmark planning, coalition-building around funding priorities, and creation of a City funding roadm ap. Work hand-in-hand with City staff to identify and pursue funding opportunities through state level programs, grants, legislative and third house (associations, organizations, etc.) avenues to advance City projects and initiatives.
10. Advocacy Day Coordination & Scheduling Support: Plan and organize at least one annual Glendale Advocacy Day in Sacramento for City officials and staff, and Glendale participation in larger advocacy days held by Associations an d other regional and state partners. Assist with scheduling and coordination of legislative meetings and related engagements on the City’s behalf.
11. Staff Training/ Legislative Capacity Building : Provide annual training to City staff and appropriate staff members in each department on legislative process, funding pathways, and state advocacy best practices.
12. Deliverables & P erformance: Consultant shall provide measurable quarterly progress reports detailing meetings held, outreach activities, bills tracked, positions developed, funding efforts undertaken, and outcomes achieved.
Consultant shall identify obstacles, next steps, and strategic adjustments.
13. Annual End- of-Legislative Session Report and Presentation : At the end of each legislative session, provide a post-session analys is, inc luding budget outcomes, legislative wins/loses, and recommended adjustments for the next year.
14. Compliance, Transparency & Ethical Standards: Consultant shall comply with all state lobbying regulations, file required disclosures and provide copies to the City. Consultant shall disclose any actual or potential conflicts of interest.
The successful Proposer must directly provide all services described in this document, and must appoint one of its employees as the key contact for approval by CITY.
E. Minimum Qualifications
A Proposer must have:
• A minimum of 5 years of direct experience providing state representation on issues and objectives common to municipal clients similar in size and governance to the City of Glendale;
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
6 • An established office in Sacramento, CA; maintain an operational presence in Sacramento with the ability to physically attend meetings, hearings, and briefings on short notice.
• Demonstrated expertise in California municipal issues and policy;
• Demonstrated accountability, funding strategy, relationship spe cificity and strong strategic planning in legislative affairs;
• Ability to deliver a high -performance and outcome-driven support of legislative affairs and lobbying, including the responsibilities and professional services listed above ;
• Knowledge of and familiarity with CITY’s needs, concerns, legislative priorities; and
• No conflicts of interest in representing CITY’s interests.
F. City’s Representatives
Domenica K. Megerdichian, Assistant to the City Manager, is the contact for this RFP and contract. Roubik Golanian is the City Manager.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
7 RFP Process
A. Schedule of Events
The following events will take place during the RFP process (see further explanations, below):
Event Responsibility Date(s)
RFP Distribution City November 26, 2025
Last Day to Submit Interim Questions Proposer December 10, 2026 RFP Responses Due Proposer December 17, 2025
Tentative Staff Review of Proposals City December 22, 2025 Tentative Candidate Interviews City January 7-8, 2026
Contract Award (City Council Approval) City January 27, 2026 Project Commencement Proposer February 1, 2026
B. RFP Distribution
A prospective Consultant may receive this RFP by mail, e -mail, in person, or online by contacting:
Domenica K. Megerdichian, Assistant to the City Manager City of Glendale, Management Services
613 East Broadway, Suite 200
Glendale, CA 91206
(818) 548-4844
[email protected]
Distribution of the RFP in no way represents the City’s acceptance of a Consultant’s qualifications, reputation, or ability to perform the Services.
C. Proposal Deadline and Proposal Submission
CITY must receive the Proposal on or before 5:00 p.m., Wednesday, December 17, 2025. A Proposal received after this date and time will be considered non-responsive and CITY will return the Proposal, unopened.
A Proposal must be in writing, and must be delivered by mail or in person. Oral, telephonic, facsimile, telegraphic, or electronically transmitted Proposals are invalid and CITY will not accept or consider them.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
8 Proposer must submit in a sealed, clearly labeled envelope (or box):
• Four (4) printed Proposal documents [one (1) original and three (3) copies]; and
• One compact disc containing a PDF file (compatible with Adobe Reader or Acrobat) of the Proposal.
The Proposal must be clearly marked “CITY OF GLENDALE STATE ADVOCACY SERVICES” and addressed to:
Domenica K. Megerdichian, Assistant to the City Manager City of Glendale, Management Services
613 East Broadway, Suite 200
Glendale, CA 91206
(818) 548-4844
[email protected]
D. Interim Inquiries and Responses; Interpretation/Correction of RFP If a Proposer has any question about this RFP, the proposed Contract, or the scope of work― or if a Proposer finds any error, inconsistency, or ambiguity in the RFP, or the proposed Contract, or both― the Proposer must make a “Request for Clarification” before submitting its Proposal.
The Proposer must submit a Request for Clarification to: Domenica Megerdichian, Assistant to the City Manager, via email at [email protected]. CITY must receive the Request for Clarification on or before 5:00 p.m., December 10, 2025.
If necessary, CITY will make written clarifications, interpretations, corrections, or changes to the RFP or the proposed Contract by issuing Addenda, as described in Section IIE (below). A Proposer must not rely upon, and CITY is not bound by, verbal clari fications, interpretations, corrections, or changes to the RFP or the proposed Contract.
E. Addenda
CITY will issue Addenda in writing only. CITY will make reasonable efforts to deliver Addenda to all Proposers whom CITY knows have received a complete set of the RFP and have provided a street address for receipt of Addenda. CITY cannot guarantee that all Proposers will receive all Addenda. All addenda will be posted on the City of Glendale website: www.GlendaleCA.gov
Proposers may also inspect the Addenda at City of Glendale, Management Services (613 East Broadway, Suite 200, Glendale, CA 91206) during regular business hours, Monday – Thursday: 7:30 a.m. - 5:30 p.m., Friday: 8:00 a.m. - 5:00 p.m. This RFP is also on fi le there.
Posting of the Addenda on the City of Glendale website shall be considered sufficient notice of the changes made by the City.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
9 General Requirements and Instructions
A. Examination of Documents
Before submitting an RFP Response, a Consultant must thoroughly examine the RFP, make all necessary investigations and inquiries, and understand the Services that CITY requires.
B. Proposer’s Representations in the Response
By submitting a Proposal, a Proposer represents that:
• The RFP is sufficient in scope and detail to indicate and convey reasonable understanding of all requirements, terms, and conditions for performance of the work required in this project;
• The Proposer has exercised all necessary due diligence in making investigations and inquiries, examining documents, and inspecting City sites and facilities;
• The Proposer is fully familiar with— and has fully considered— all facts, conditions, circumstances, and matters that may affect, in any way, the Proposer’s services or costs;
• The Proposal is an irrevocable offer for a period of at least ninety (90) calendar days following City’s opening of all Proposals; and
• The Proposer is, and will be, in compliance with the RFP’s requirements, terms, and conditions.
C. Withdrawal, Cancellation, or Modification of a Proposal Before the Proposal Deadline, a Proposer may withdraw and then modify a Proposal, by giving written notice, signed by the Proposer, to:
Domenica K. Megerdichian, Assistant to the City Manager City of Glendale, Management Services
613 East Broadway, Suite 200
Glendale, CA 91206
(818) 548-4844
[email protected]
For a withdrawal to become effective, CITY must receive the Proposer’s request for withdrawal before the Proposal Deadline. CITY will not accept or consider a Proposer’s verbal request for modification or withdrawal of a Proposal.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
10 After the Proposal Deadline, a Proposer must not withdraw or cancel its Proposal for a period of at least ninety (90) calendar days following the Proposals’ opening on December 18, 2025. CITY may extend the 90 day period upon CITY’s written request and upon the affected Proposers’ written approval.
D. Insurance
Specific insurance requirements are noted in EXHIBIT II (“Insurance Requirements”), and evidence of the insurance coverages will need to be in place before the start of the work.
CITY will require certificates of insurance and additional insured endorsements when the successful Consultant submits a signed Contract to CITY. A Consultant does not need to submit proof of insurance to submit a Proposal, but must be prepared to meet all City insurance requirements (with no additional cost to CITY), if the Consul tant is awarded a Contract.
E. Proposal Preparation Expenses
Expenses for developing the RFP response are entirely the responsibility of the Proposer and are not chargeable to the City in any manner. The City is not liable for any pre - contractual expenses, which are defined as expenses incurred by Proposer in:
• Preparing its Proposal in response to this RFP.
• Negotiating with the City any matter related to the Proposal. • Any other expense incurred by Proposer prior to the date of award of the Contract for this RFP.
F. Proposer’s Indemnification of the City
At its expense, Proposer agrees to indemnify, defend, and hold harmless the City and its officers, agents, employees, and representatives from and against any and all liability, suits, actions, proceedings, judgments, claims, demands, liens, losses, damage s, costs, and expenses (including attorneys’ fees, litigation, arbitration, mediation, appeal expenses) if a dispute, lawsuit, or other proceeding arises out of any one or more of the following:
• Proposer’s submitting the Proposal;
• The City’s accepting Proposer’s Proposal; or
• The City’s awarding a Contract to Proposer in compliance with this RFP, or state, federal, or local laws.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
11 Proposal Content and Format
A. Proposal Format; Using the Attached Proposal Forms
“Proposal Forms” (PF:1 to PF:38) are attached to this RFP. A Proposer must submit its Proposal only on those forms. With its Proposal, the Proposer must submit various attachments (e.g., employees’ resumes, financial statements, a bank’s reference letter, further explanations) that this RFP and the Proposal Forms describe.
The Proposer must fill in the blanks on the Proposal Forms, using a typewriter or printing legibly in ink. When answering the Proposal Forms’ questions, the Proposer must furnish pertinent and relevant information rather than merely provide promotional fac ts or materials. The Proposer must respond to the Proposal Forms’ questions with all applicable information, in order for the City to consider the Proposal as “responsive.” If a Proposer fails to provide the information that the forms require, fails to return all of the forms, or fails to submit the required attachments, the City may treat the Proposal as “non- responsive.”
The Proposer must place initials next to all interlineations, alterations, and erasures on the Proposal Forms.
The Proposer must not modify or qualify the Proposal Forms in any manner. Unauthorized conditions, exemptions, limitations, or provisions attached to a Proposal will render it informal and may cause its rejection.
With the Proposal each Proposer must submit the following attachments:
• Proposers’ resume and, if applicable, its employees’ resumes (See: PF:22); • Audited or reviewed financial statements, or compilations (See: PF:25); and • Bank’s reference letter (See: PF:25).
The Proposal should establish that the Proposer possesses the competence, experience, expertise, skill, facilities, equipment, personnel, financial wherewithal, and other resources necessary to perform the Services in a professional, ethical, dependable, a nd competent manner. Proposals should detail demonstrated success and performance metrics for other clients where applicable, and what role the firm had in those successes, inclusive of success in identifying/securing funding opportunities for clients.
B. Identifying Proprietary Information; Public Records Act A Proposer must identify and list all copyrighted material, trade secrets, or other proprietary information (“protectable documents”) that the Proposer included in its Proposal which Proposer believes should be exempt from disclosure under California’s Public Records Act, Government Code Section 6250, et seq.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
12 By listing the documents, the Proposer agrees to indemnify, defend, and hold harmless CITY and its officers, agents, employees, and representatives from and against any action, claim, lawsuit, or proceeding, including costs and expenses, arising out of or connected with CITY’s refusal to disclose the protectable documents to any party making a request for those items.
CITY will treat any Proposer, who fails to identify documents that the Proposer believes should be exempt from disclosure, as having waived its right to an exemption from disclosure, as the Public Records Act provides.
All Proposals and other material submitted become the property of CITY and may be returned only at CITY’s option. CITY reserves the right to use any ideas presented in any response to the RFP. Selection or rejection of the Proposal does not affect this right.
C. Proposal Signature(s)
The person or persons legally authorized to bind the Proposer to the RFP must sign the Proposal in ink. The individuals signing the Proposal must represent that they are authorized to bind the Proposer’s legal entity.
• A corporation must execute the Proposal by its duly authorized officer(s) in accordance with its corporate bylaws.
• A partnership must execute the Proposal by all of its partners. After each signature, each partner must list a residential address or the firm’s address, either of which must include the state , zip code, and telephone number. • If the Proposer is a joint venture consisting of a combination of any of the above entities, each entity in the joint venture must sign the Proposal. • An individual signing a Proposal as an agent of another or others must attach to the Proposal evidence of that person’s legal authority to sign on behalf of another or others.
Method of Selection
All Proposals received on time will be opened on December 18, 2025. Proposals will first be reviewed to ensure compliance with the terms of this RFP. Non -compliant or non - responsive Proposals may be rejected. CITY will then evaluate all remaining Proposals in accordance with the criteria listed below.
A. Basis for Award and Evaluation Criteria
Evaluation of a Proposal will be based on a competitive selection process. Technical merit, experience, references, demonstrated successes, and the proposed fee will be considered in the selection process. CITY reserves the right to award the contract not
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
13 necessarily to a Proposer with the lowest cost proposal, but to a Proposer who will provide the best overall match to the RFP requirements and who best serves CITY’s interests.
Proposals received by City will be reviewed, evaluated, and ranked based upon the following criteria:
• Expertise, competence, experience, performance, financial solvency, and responsiveness to City’s goals, interests, or objectives; • References and demonstrated success;
• Cost; and
• Conformance with the terms of this RFP.
In addition, CITY may consider other factors, including, but not limited to, evidence of untimely and unsatisfactory performance on prior, similar projects.
CITY may investigate the qualifications of any Consultant under consideration, require confirmation of information furnished by the Consultant, and require additional information or evidence of qualifications to provide the Services described in this RFP.
B. Selecting a Consultant
An Evaluation Committee comprised of City representatives will evaluate each RFP submission, select up to three (3) finalists for possible interviews, and will submit recommendations to City Manager. Upon interviewing the finalists, City Manager will submit a recommendation to City Council, which may select a Proposer.
During the evaluation process, the Evaluation Committee may, at its discretion, request any or all Proposers to make one or more oral presentations. The presentations will provide a Proposer with an opportunity to answer any questions that the Committee may have about the Proposer or its Proposal.
The ideal Consultant will:
• Have at least five (5) years of direct experience providing state representation on issues and objectives common to municipal clients similar in size and governance to City of Glendale;
• Have no professional and/or ethical conflict with City of Glendale’s interests; • Have a demonstrated and verifiable track-record;
• Have an established office in Sacramento, CA;
• Have independently verifiable references of similar size and scope of CITY; • Have extensive experience providing state advocacy services to public agency clients, particularly in housing, public safety, transportation and infrastructure, and electric and water utilities;
• Have established, longstanding and positive working relationships with members of the state Legislature, state agencies, and senior executive and committee staff,
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
14 regional and state coalitions, treasurer’s office and key committees, members and leadership;
• Be pro-active in monitoring, identifying, and analyzing state legislation that may be of interest or impact CITY;
• Be pro-active in monitoring, identifying and securing state funding opportunities that may be of interest to CITY; and
• Be pro-active in monitoring, identifying, and analyzing state regulation that is of relevance or impact to CITY;
• Be fully dedicated to the funding goals and objectives of CITY.
The contract award will be based on a combination of factors that represent the best overall value for completing the work scope as determined by CITY, including: the proposal evaluation criteria described on the previous page; results of background and reference checks; results from interviews and presentation phase; and proposed compensation.
CITY Council must approve an award of a Contract to the successful Proposer and no rights or obligations begin under an award until the approval is secured and a Contract has been duly signed by all parties.
Once selected, the successful Proposer must enter into a written Agreement with CITY within seven (7) calendar days following Proposer’s receiving CITY’s notice of award.
C. City’s Reservation of Rights
This RFP and the proposal evaluation process do not:
• Obligate CITY to accept or select any Proposal;
• Constitute an agreement by CITY that it will actually enter into any contract with any Proposer.
When it best serves CITY’s interests, CITY may do any one or more of the following:
• Reject any Proposal or all Proposals at its sole discretion. • Extend the deadline for accepting Proposals.
• Accelerate the pace of the RFP process if only one or a handful of Proposals are received.
• Waive any or all information, defects, irregularities, or informalities in a Proposal. • Accept amendments to Proposals after the Proposal Deadline. • Amend, revise, or change the RFP’s evaluation or selection criteria. • Cancel, withdraw, amend, revise, change, or negotiate the terms of this RFP, the proposed Contract, or both.
• Reissue a Request for Proposals.
• Conduct oral interviews.
• Examine financial records of Consultant to the extent necessary to ensure financial stability.
• Make a partial award.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
15 • Negotiate with one or more Consultants.
• Award contracts to one or more Consultants.
• Require a best and final offer from one or more Consultants. • Provide its own services for legislative advocacy, or contract directly— without an RFP or bids— for those services.
Award of Contract
Within forty-five (45) calendar days after CITY opens all Proposals, if CITY Council selects a Proposal, CITY will give the selected Proposer notice and specify the start date for performing the Contract’s services.
The RFP, or any part of it, and the Proposer’s responses, will be incorporated into and made a part of the Contract. A copy of the proposed Contract is provided as EXHIBIT I.
CITY reserves the right to further negotiate the terms and conditions of the Contract. The Proposer whom City Council selects must cooperate with CITY in good faith to negotiate, sign, and deliver the final Contract. CITY will draft the Contract and may require the selected Proposer to attend one or more Contract negotiation conference s to discuss possible revisions or additions to the Contract.
At any time, and for any reason, if contract negotiations with the selected Proposer fail to progress, to CITY’s reasonable satisfaction, CITY reserves the right to not only end negotiations with the selected Proposer, but also cancel the award and reject the Proposal. At its discretion, CITY may then: reopen the proposal process; choose from among the remaining, if any, qualified proposers; reissue the RFP; negotiate directly with any firm for services; or choose not to contract for services.
Within fourteen (14) calendar days after CITY issues the Notice of Intent to Award Contract, or within any extension that CITY may allow, the selected Proposer must submit to CITY all of the following items:
1. Three (3) originals of the Contract, properly signed by the Proposer.
2. Insurance certificates and additional insured endorsements that fully conform to the Contract’s requirements.
After CITY receives the signed Contracts and insurance documents, City Attorney’s office will review the Contract. Additionally, City Attorney’s office or CITY’s Risk Manager will review the required insurance. If the selected Proposer has not changed any terms of the Contract, and if the insurance conforms to the Contract’s requirements, CITY will sign the Contract and return an original of the Contract to the Proposer.
Letter of Objection; Procedures
A Proposer who believes that any part of this RFP is discriminatory against the Proposer or precludes the Proposer from being given reasonable consideration in the procurement process, must submit a letter clearly stating the specific objections, the areas of concern,
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
16 and a proposed method for resolving the objections. The Proposer, or the person who is duly authorized to represent the Proposer, must sign the correspondence.
CITY must receive the original, signed letter of objection and an electronic version via email on or before 5:00 p.m., December 17, 2025 ; CITY will not consider any verbal objection.
The letter of objection must be addressed as follows and delivered to:
Domenica K. Megerdichian, Assistant to the City Manager City of Glendale, Management Services
613 East Broadway, Suite 200
Glendale, CA 91206
(818) 548-4844
[email protected]
Upon CITY’s timely receipt of the objection letter, CITY will review the Proposer’s contention(s). If CITY decides that the RFP― whether in whole or in part― needs revision, CITY will prepare Addenda, as described in Section IIE of this RFP.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
17 EXHIBIT I
SAMPLE PROFESSIONAL SERVICES AGREEMENT
CONTRACT No. _________
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GLENDALE
AND
____________________
THIS AGREEMENT (“Agreement”), effective ________________, 20___ (“Effective Date”), is between the City of Glendale (“CITY”), a municipal corporation, and ____________________ (“CONSULTANT”), a [(Name of State) corporation/ partnership/ limited partnership/ limited liability company/ a sole proprietor/ an individual] (collectively, “PARTIES” or individually, “PARTY”).
RECITALS
A. CITY is a public entity organized and existing under its Charter and the State of California’s Constitution.
B. CONSULTANT represents that CONSULTANT is, and will continue to be for this Agreement’s duration, a [(Name of State) corporation in good standing/ partnership/ limited partnership/ limited liability company/ a sole proprietorship/ an individual.] [NOTE:
staff must verify corporate status/ partnership/ LLC and Consultant’s license, if any, and obtain proof.] [ADD, IF APPLICABLE: (which) (who) employs persons who are duly registered or licensed to practice in the State of California.]
C. CONSULTANT possesses the competence, experience, expertise, skill, facilities, equipment, personnel, financial wherewithal, and other resources necessary to perform this Agreement’s tasks in a professional and competent manner.
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
18 D. CONSULTANT desires to furnish and perform professional services for CITY, on the terms and conditions described in this Agreement. CONSULTANT has the legal authority to provide, engage in, and carry out the professional services set forth in this Agreement.
AGREEMENT
THEREFORE, CITY engages CONSULTANT’s services, and in consideration of the PARTIES’ mutual promises, the PARTIES agree as follows:
1.0 INCORPORATION OF RECITALS
1.1. The Recitals constitute the factual basis upon which CITY and CONSULTANT have entered into this Agreement. CITY and CONSULTANT acknowledge the Recitals’ accuracy and, therefore, incorporate them into this Agreement.
2.0 TERM
[Select one of the following alternatives:]
2.1. [OPTION 1] This Agreement begins on the Effective Date, and continues in effect until completion of the work described in Article 3, unless this Agreement ends sooner according to the terms elsewhere in this document.
2.1. [OPTION 2] This Agreement’s Term is [ # ] [months/ years], beginning on [DATE] and ending on [DATE] , unless this Agreement ends sooner according to the terms elsewhere in this document.
\ 3.0 SERVICES
3.1. Scope of Work. CONSULTANT shall [specify services to be provided] (“the Services”) in accordance with the Scope of Work [ADD, IF APPLICABLE: and Fee Schedule], which is attached as “Exhibit A” to this Agreement
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
19 and is incorporated into it by this reference. [NOTE: “Exhibit A” must set forth in detail the nature and extent of services that professional person or firm will render.
Scope of Work should identify specific tasks, list and describe any deliverables, and specify procedures/ criteria for acceptance.]
3.2. Written Authorization.
(A) CONSULTANT shall not make changes in the Scope of Work, perform any additional work, or provide any additional material, without first obtaining written authorization from CITY . If CONSULTANT provides additional services or materials without written authorization, or if CONSULTANT exceeds the Maximum Cost in Paragraph 7.4 of this Agreement, CONSULTANT proceeds at CONSULTANT’s own risk and without payment.
(B) CITY will authorize CONSULTANT to proceed with discrete tasks by issuing written Task Orders. Receipt of a written Task Order, signed by CITY’s Project Manager, is a prerequisite for CONSULTANT to proceed with each task. [ ADD, IF APPLICABLE: Each Task Order will specify a not -to-exceed price and a schedule for completion of the task. CONSULTANT shall not exceed the not-to-exceed price in each Task Order.] In performing each phase or task, CONSULTANT shall not exceed the Maximum Cost in Paragraph 7. 4 of this Agreement. Issuance of a Task Order neither authorizes CONSULTANT to incur expenditures in excess of the Maximum Cost, nor relieves CONSULTANT from its responsibility for completing all of the Services within the Maximum Cost.
3.3. Professional Standard of Care. During this Agreement’s Term:
(A) CONSULTANT and its Subconsultants, subcontractors, employees, and agents (collectively, “CONSULTANT PARTIES”) shall perform all of the Services in this Agreement in an expeditious and professional manner, using professionals properly licensed and duly qualified to perform the Services.
(B) CONSULTANT PARTIES shall perform the work described in this Agreement in accordance with generally accepted professional practices and principles,
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
20 and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by members of CONSULTANT PARTIES’ profession currently practicing in California. By delivering the completed work, CONSULTANT PARTIES represent and certify that their work conforms to: the requirements of this Agreement; all applicable (federal, state, county, local, CITY) laws, rules, regulations, orders, and procedures; and the professional standard of care in California.
(C) CONSULTANT PARTIES are responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation: site conditions; existing facilities; seismic, geologic, soils, hydrologic, geographic, climatic conditions; applicable (federal, state, county, local, CITY) laws, rules, regulations, orders, and procedures; and all other contingencies or design considerations.
Data, calculations, opinions, reports, investigations, or any other informa tion or documents that CITY provides relating to site, local, or other conditions are not warranted or guaranteed, either expressly or implied, by CITY.
(D) When the Scope of Work requires or permits CITY’s review, approval, conditional approval, or disapproval, CONSULTANT acknowledges that CITY’s review, approval, conditional approval, or disapproval:
(1) Is solely for the purposes of administering this Agreement and determining whether CONSULTANT is entitled to payment for its Services;
(2) Is not to be construed as a waiver of any breach, or acceptance by CITY, of any responsibility — professional or otherwise— for the Services or CONSULTANT’s work
product;
(3) Does not relieve CONSULTANT of the responsibility for complying with the standard of performance or professional care; or laws, regulations, or industry standards; and
(4) Does not relieve CONSULTANT from liability for damages arising out of CONSULTANT’s: negligent acts, errors, or omissions; recklessness; willful misconduct; or
noncompliance with industry standards.
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
21 (E) Without additional compensation to CONSULTANT and at no cost to CITY, CONSULTANT shall correct or revise all errors, mistakes, or deficiencies in its work product, studies, reports, designs, drawings, specifications, or other services.
4.0 TIME FOR PERFORMANCE
[Select one of the following alternatives:]
4.1. [OPTION 1] CONSULTANT shall complete all of the Services by [DATE ] .
4.1. [OPTION 2] CONSULTANT shall perform the Services according to the Project Time Schedule, which is attached as “Exhibit B” to this Agreement and is incorporated into it by this reference. CONSULTANT shall complete all of the Services by [DATE ] .
4.2. If the Project Time Schedule calls for performance of the Services in phases or discrete increments, CONSULTANT shall not proceed from one phase or increment to the next without written authorization from CITY’s Project Manager.
4.3. Force Majeure. If an event or condition constituting a “force majeure”— including, but not limited to, an act of God, labor dispute, civil unrest, epidemic, or natural disaster — prevents or delays a PARTY from performing or fulfilling an obligation under this Agreement, the PARTY is not in Default, under Paragraph 13.1 of this Agreement, of the obligation. A delay beyond a PARTY’s control automatically extends the time, in an amount equal to the period of the delay, for the PARTY to perform the obligation under this Agreement. The PARTIES shall prepare and sign an appropriate document acknowledging any extension of time under this Paragraph.
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
22 5.0 PERSONNEL
5.1. Project Management. Each PARTY shall appoint a Project Manager. The Project Managers shall meet [ SET FORTH SPECIFIC TIMES: hourly/ daily/ weekly/ as needed] to coordinate, review, and ensure CONSULTANT’s performance under this Agreement. CITY’s Project Manager will oversee the administration of CONSULTANT’s tasks under this Agreement.
5.2. Key Personnel. CONSULTANT’s project team shall work under the direction of the following key personnel [IDENTIFY CONSULTANT’s KEY PERSONNEL AND TITLE]. [OR STATE: CONSULTANT shall employ the key personnel identified in “Exhibit A.”] CONSULTANT shall minimize changes to its key personnel. CITY may request key personnel changes, and CITY may review and approve key personnel changes proposed by CONSULTANT. CITY wil l not unreasonably withhold approval of key personnel assignments and changes.
5.3. Use of Agents or Assistants. With CITY’s prior written approval, CONSULTANT may employ, engage, or retain the services of persons or entities (“Subconsultants”) that CONSULTANT may deem proper to aid or assist in the proper performance of CONSULTANT’s duties. CITY is an intended beneficiary of all work that the Subconsultants perform for purposes of establishing a duty of care between the Subconsultants and CITY. CONSULTANT is as responsible for the performance of its Subconsultants as it would be if it had rendered the Services itself. All costs of the tasks performed or the expenses incurred by the Subconsultants are chargeable directly to CONSULTANT. Nothing in this Agreement constitutes or creates a contractual relationship between CITY and anyone other than CONSULTANT.
5.4. Independent Contractor.
(A) CONSULTANT understands and acknowledges that CONSULTANT is an independent contractor, not an employee, partner, agent, or principal of CITY . This Agreement does not create a partnership, joint venture, association, or employer-employee relationship between the PARTIES. At its own expense, CONSULTANT is responsible for providing compensation; employment benefits; disability, unemployment, and other insurance; workers’ compensation; training; permits and licenses; and office space for CONSULTANT and for CONSULTANT’s employees and Subconsultants. CONSULTANT has, and shall retain, the right to exercise full control over the employment, direction,
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
23 compensation, and discharge of all persons whom CONSULTANT uses in performing the Services under this Agreement. CONSULTANT shall provide the Services in CONSULTANT’s own manner and method, except as this Agreement specifies.
CONSULTANT shall treat a provision in this Agreement that may appear either to give CITY the right to direct CONSULTANT as to the details of doing the work, or to exercise a measure of control over the work, as giving CONSULTANT direction only as to the work’s end result.
(B) CONSULTANT shall indemnify, defend (including CONSULTANT’s providing and paying for legal counsel for CITY), and hold harmless CITY for any obligation; claim; suit; demand for tax or retirement contribution, including any contribution or payment to the Pu blic Employees Retirement System (PERS); social security; salary or wages; overtime, penalty, or interest payment; or workers’ compensation payment that CITY may be required to make on behalf of CONSULTANT, an employee of CONSULTANT, or any employee of CONSULTANT construed to be an employee of CITY, for the work done under this Agreement.
5.5. Non-Discrimination in Employment. CONSULTANT shall not discriminate against any employee or person who is subject to this Agreement because of race, color, religion, religious belief, national origin, ancestry, citizenship, age, sex, sexual orientation, gender identity, gender expression, marital status, preg nancy, parenthood, medical condition, or physical or mental disability.
5.6. Disability Access Laws.CONSULTANT represents and certifies that the work product, studies, reports, designs, drawings, and specifications that CONSULTANT prepares under this Agreement fully conform to all applicable disability access and design laws, regulations, and standards — including, but not limited to, the Americans with Disabilities Act (42 U.S.C. Sections 12101 et seq.) and Title 24 of the California Code of Regulations— when the Scope of Work requires or calls for compliance with those laws, regulations, or standards.
5.7. Prevailing Wage Laws. Services by persons deemed to be employees of CONSULTANT possibly may be subject to prevailing wages under California Labor Code Sections 1770 -1781. CONSULTANT’s sole responsibility is to comply with those requirements, should they apply. If a dispute based upon the prevailing wage laws occurs, CONSULTANT, at its expense, shall indemnify, defend (including CONSULTANT’s providing and paying for legal counsel for CITY), and hold harmless CITY, its officers, agents, employees, and representatives from and against all liability,
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
24 claims, suits, demands, damages, fines, penalties, wages, costs, or expenses pertaining to the prevailing wage laws.
5.8. Workers’ Compensation. CONSULTANT understands and
acknowledges that all persons furnishing services to CITY under this Agreement are, for the purpose of workers’ compensation liability, employees solely of CONSULTANT and not of CITY. In performing the Services or the work under this Agreement, CONSULTANT is liable for providing workers’ compensation benefits to CONSULTANT’s employees, or anyone whom CONSULTANT directly or indirectly hires, employs, or uses. CITY is not responsible for any claims at law or in equity caused by CONSULTANT’s failure to comply with this Paragraph.
6.0 FACILITIES
6.1. CONSULTANT shall provide all facilities necessary to fully perform and complete the Services. If CONSULTANT needs to use a CITY facility, CONSULTANT shall meet and confer with CITY before CONSULTANT begins the work that this Agreement requires, the PARTIES shall agree to any costs chargeable to CONSULTANT, and in an amendment to this Agreement, the PARTIES shall describe the facility’s terms of use and its charges.
6.2. CONSULTANT shall pay for any damage to CITY property, facilities, structures, or streets arising out of CONSULTANT’s use, occupation, operation, or activities in, upon, under, or over any portion of them.
7.0 PAYMENT
7.1. CITY’s payment to CONSULTANT will be based upon CONSULTANT’s Fee Schedule, which is attached as “Exhibit C” to this Agreement and is incorporated into it by this reference. [ NOTE: “Exhibit C” must include a breakdown of the not -to- exceed amount, including hourly rates for project staff, any overtime rates, a list and the rate for any reimbursable expenses, or a statement that costs are included in the hourly rate, and an explanat ion of any mark -ups.] Except as itemized in the Fee Schedule, CONSULTANT shall pay for all expenses, including reimbursable or out -
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
25 of-pocket expenses, that CONSULTANT incurs in performing the Services. The Fee Schedule will remain in effect for the Agreement’s Term.
[Select one of the following provisions:]
7.2. Fee. [OPTION 1] CITY shall pay for the Services in a lump sum, which is not to exceed _______ dollars ($_________), upon CONSULTANT’s satisfactory completion of the Services and CONSULTANT’s delivery of the work product.
7.2. Fee. [OPTION 2] CITY shall pay for the Services that CONSULTANT performs in accordance with this Agreement at the hourly rate(s) specified in “Exhibit C,” the TOTAL amount of which is not to exceed _______ dollars ($_________).
7.2. Fee. [OPTION 3] CITY shall pay for the Services in [IF PAYMENTS ARE IN INTERVALS, SPECIFY A PERIOD (e.g., monthly/ quarterly) OR SPECIFY A QUANTITY (e.g., two/ three/ five)] installments, the TOTAL amount of which is not to exceed _______ dollars ($_________). Each installment will be payable upon satisfactory completion, in CITY’s determination, of the work in each phase identified below, and in an amount proportionate to the work CONSULTANT performed or completed within each phase:
Phase: Description: Amount:
I – [Example: Construction Documents]
$_________
II – [Example: Bid Documents
$_________
III – [Example: Construction Support]
$_________
IV – [Example: Project ‘s Closeout]
$_________
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
26 TOTAL $_________
7.3. If CITY requires additional work not included in this Agreement, CONSULTANT and CITY shall negotiate the additional work, mutually agree on the amount of additional compensation, and memorialize the terms in either a separate written contract or an amendment to this Agreement.
7.4. Maximum Cost. CONSULTANT expressly acknowledges that the total cost to complete all tasks set forth in “Exhibit A” must not exceed ___________________________________ dollars ($__________) (“Maximum Cost”).
When CONSULTANT has billed 75% of the Maximum Cost, CONSULTANT shall provide written notice to CITY’s Project Manager that CONSULTANT has expended 75% of the Maximum Cost.
7.5. Taxes. CONSULTANT shall pay all applicable (federal, state, county, local, CITY) excise, sales, consumer use, possessory interest, or other similar taxes required by law that are levied upon this Agreement or upon CONSULTANT’s services under this Agreement.
7.6. Invoices. CONSULTANT shall submit an original, itemized invoice to CITY for approval, before receiving compensation. CONSULTANT shall submit the invoice at no more than monthly intervals. All invoices must include a summary of total costs, description of the Services performed, a brief itemization of costs associated with each task or phase, and the total phase or project costs to date.
8.0 AUDIT BY CITY
8.1. During this Agreement’s Term and for a period of four (4) years after the expiration, cancellation, or termination of this Agreement, or any extension of it, CONSULTANT shall:
(A) Keep and maintain, in their original form, all records, books, papers, or documents related to CONSULTANT’s performance of this Agreement; and
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
27 (B) Permit CITY or its authorized representatives, at all reasonable times, to have access to, examine, audit, excerpt, copy, photocopy, photograph, or transcribe all records, books, papers, or documents related to CONSULTANT’s performance of this Agreement i ncluding, but not limited to: direct and indirect charges, and detailed documentation, for work CONSULTANT has performed or will perform under this Agreement.
9.0 DATA, RECORDS, PROPRIETARY RIGHTS
9.1. Copies of Data. CONSULTANT shall provide CITY with copies or originals of all data that CONSULTANT generates, uses, collects, or stores in relation to all work associated with this Agreement. Data that CONSULTANT generates, uses, collects, stores, or provides must be in a form acceptable to, and agreed upon by, CITY .
9.2. Ownership and Use.
(A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, record, drawing, or specification (collectively, “work product”)— that CONSULTANT prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY’s exclusive property.
(B) CONSULTANT acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. CONSULTANT makes no representation of the work product’s application to, or suitability for use in, circumstances not contemplated by the Scope of Work.
9.3. Intellectual Property.
(A) If CONSULTANT uses or incorporates patented, trademarked, or copyrighted work, ideas, or products— in whole or in part — into CONSULTANT’s work product, CONSULTANT represents that:
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
28 (1) CONSULTANT holds the patent, trademark, or copyright to the work, idea, or product; or
(2) CONSULTANT is licensed to use the patented, trademarked, or copyrighted work, idea, or product.
(B) Unless CITY states otherwise in writing, all proprietary rights or intellectual property rights, including copyrights, that arise from creation of the work under this Agreement vest in CITY . CONSULTANT waives and relinquishes all claims to proprietary rights and intellectual property rights, including copyrights, in favor of CITY .
(C) CONSULTANT shall indemnify, defend (including CONSULTANT’s providing and paying for legal counsel for CITY), and hold harmless CITY , its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, royalties, fines, penalties, costs, or expenses arising out of or alleging any infringement or misappropriation of a patent, copyright, trade secret, trade name, trademark, or other intellectual property right or proprietary right.
9.4. Confidentiality. CONSULTANT shall not use any information that it obtains from performing the Services for any purpose other than for fulfillment of CONSULTANT’s Scope of Work. Without CITY’s prior written authorization, CONSULTANT shall not disclose or publish — or authorize, permit, or allow others to disclose or publish— data, drawings, designs, specifications, reports, or other information relating to the Services or the work that CITY assigns to CONSULTANT or to which CONSULTANT has access.
9.5. Public Records Act.
(A) CONSULTANT acknowledges that this Agreement is a public record.
This Agreement, its Exhibits, and all documents produced under this Agreement are subject to the California Public Records Act ( Government Code Sections 6250 et seq.), including its exemptions. CONSULTANT acknowledges that CITY has no obligation to notify CONSULTANT when a request for records is received.
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
29 (B) CONSULTANT shall identify in advance all records, or portions of them, that CONSULTANT believes are exempt from production under the Public Records Act.
(C) If CONSULTANT claims a privilege against public disclosure or otherwise objects to the records’ disclosure, then:
(1) CONSULTANT may, when notified by CITY of the request, seek protection from disclosure by timely applying for relief in a court of competent jurisdiction; or
(2) CITY may either decline to produce the requested information, or redact portions of the documents and produce the redacted records.
(D) If CONSULTANT fails to identify one or more protectable documents, in CITY’s sole discretion, and without its being in breach of this Agreement or its incurring liability to CONSULTANT, CITY may produce the records — in whole, in part, or redacted— or may decline to produce them.
(E) CONSULTANT shall indemnify, defend (including CONSULTANT’s providing and paying for legal counsel for CITY), and hold harmless CITY , its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses arising out of or alleging CITY’s refusal to publicly disclose one or more records that CONSULTANT identifies as protectable, or asserts is protectable.
10.0 CONFLICT OF INTEREST; CAMPAIGN CONTRIBUTIONS
10.1. Conflict of Interest. CONSULTANT represents and certifies that:
(A) CONSULTANT’s personnel are not currently officers, agents, employees, representatives, or elected officials of CITY;
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
30 (B) CONSULTANT will not employ or hire a CITY officer, agent, employee, representative, or elected official during this Agreement’s Term;
(C) CITY’s officers, agents, employees, representatives, and elected officials do not, and will not, have any direct or indirect financial interest in this Agreement; and
(D) During this Agreement’s Term, CONSULTANT will inform CITY about any possible conflict of interest that may arise as a result of any change in circumstances.
10.2. Campaign Contributions.
(A) CONSULTANT and its Subconsultants shall fully comply with Glendale Municipal Code Section 1.10.060, which places limitations on CONSULTANT’s and its Subconsultants’ ability to make campaign contributions to certain elected City officials or candidates for elected City office. Specifically, Section 1.10.060 prohibits:
(1) A consultant (including a subconsultant)― who has a contract with the City of Glendale, Glendale Successor Agency, or the Housing Authority of the City of Glendale and that contract is subject to approval by the City Council, Successor Agency, or Housing Authority― from making a contribution to a City Council member, City Clerk, or City Treasurer, when the contract has a total anticipated or actual value of $50,000 or more, or a combination or series of contracts having a value of $50,000 or more; and
(2) A City Council member, Successor Agency member, or Housing Authority member from voting on a contract in which a
consultant (or a subconsultant) has provided a campaign contribution.
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STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
31 (B) CONSULTANT acknowledges that even if the Maximum Cost in Paragraph 7.4 of this Agreement is less than $50,000, CONSULTANT still may be subject to the campaign contribution limitations in Municipal Code Section 1.10.060, when:
(1) CONSULTANT and CITY amend the Scope of Work in this Agreement which increases the Maximum Cost to equal
or exceed $50,000; or
(2) CITY , Glendale Successor Agency, or the Housing Authority awards CONSULTANT another contract which has a total
anticipated or actual value of $50,000 or more, or awards CONSULTANT a combination or series of contracts which have a value of $50,000 or more.
(C) CONSULTANT represents and certifies that:
(1) CONSULTANT has read and fully understands the provisions of Municipal Code Section 1.10.060;
(2) CONSULTANT will not: (a) make a prohibited campaign contribution to an individual holding CITY elective office; or (b) otherwise violate Municipal Code Section 1.10.060; and
(3) CONSULTANT shall timely complete, return, and update one or more disclosure or reporting forms that CITY provides.
11.0 INSURANCE
11.1. When CONSULTANT signs and delivers this Agreement to CITY, and during this Agreement’s Term, CONSULTANT shall furnish CITY with insurance forms that fully meet the requirements of— and contain provisions entirely consistent with— all of the
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32 “Insurance Requirements,” which are attached as “Exhibit D” (D -1 to D -___) to this Agreement and are incorporated into it by this reference.
11.2. This Agreement’s insurance provisions:
(A) Are separate and independent from the indemnification and defense provisions in Article 12 of the Agreement; and
(B) Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense provisions in Article 12 of the Agreement.
12.0 INDEMNITY
12.1. To the maximum extent permitted by law — including, but not limited to, California Civil Code Section 2778 — CONSULTANT, its employees, agents, Subconsultants, and persons whom CONSULTANT employs or hires (individually and collectively, “CONSULTANT INDEMNITOR”) shall indemnify, defend, and hold harmless CITY , its officers, agents, employees, and representatives (individually and collectively, “CITY INDEMNITEE”) from and against a “ liability” [as defined in Subparagraph (A) below], or an “expense” [as defined in Subparagraph (B) below], or both, that arise out of, pertain to, or relate to an act, error, or omission of a CONSULTANT INDEMNITOR:
(A) “Liability” means claims, suits, actions, causes of action, proceedings, judgments, decrees, awards, settlements, liens, losses, damages, injuries, or liability of any kind, whether the liability is:
(1) Actual or alleged;
(2) In contract or in tort; or
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33 (3) For bodily injury (including accidental death), personal injury, advertising injury, or property damage.
(B) “Expense” means fees, costs, sums, penalties, fines, charges, or expenses of any kind, including, but not limited to:
(1) Attorney’s fees;
(2) Costs of an investigation, litigation, arbitration, mediation, administrative or regulatory proceeding, or appeal;
(3) Fees of an accountant, expert witness, consultant, or other professional; or
(4) Pre or post: judgment interest or settlement interest.
12.2. Under this Article, CONSULTANT INDEMNITOR’s defense and indemnification obligations:
(A) Apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the actual or alleged passive negligence of a CITY INDEMNITEE; but (B) Do not apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the sole active negligence or willful misconduct of a CITY INDEMNITEE.
12.3. To the extent that CONSULTANT INDEMNITOR’s insurance policy provides an upfront defense to CITY , CONSULTANT INDEMNITOR’s obligation to defend a CITY INDEMNITEE under this Article:
(A) Means that CONSULTANT INDEMNITOR shall provide and pay for legal counsel, acceptable to CITY, for the CITY INDEMNITEE;
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34 (B) Occurs when a claim, suit, complaint, pleading, or action against a CITY INDEMNITEE arises out of, pertains to, relates to, or asserts an act, error, or omission of CONSULTANT INDEMNITOR; and
(C) Arises r egardless of whether a claim, suit, complaint, pleading, or action specifically names or identifies CONSULTANT INDEMNITOR.
12.4. Paragraph 12.3 does not limit or extinguish CONSULTANT INDEMNITOR’s obligation to reimburse a CITY INDEMNITEE for the costs of defending the CITY INDEMNITEE against a liability, or an expense, or both. A CITY INDEMNITEE’s right to recover defense costs and attorney’s fees under this Article does not require, and is not contingent upon, the CITY INDEMNITEE’s first:
(A) Requesting that CONSULTANT INDEMNITOR provide a defense to the CITY INDEMNITEE; or
(B) Obtaining CONSULTANT INDEMNITOR’s consent to the CITY INDEMNITEE’s tender of defense.
12.5. If CONSULTANT subcontracts all or any portion of the Services under this Agreement, CONSULTANT shall provide CITY with a written agreement from each Subconsultant, who must indemnify, defend, and hold harmless CITY INDEMNITEE under the terms in this Article.
12.6. CONSULTANT INDEMNITOR’s obligation to indemnify, defend, and hold harmless CITY will remain in effect and will be binding upon CONSULTANT INDEMNITOR whether the liability, or the expense, or both, accrues — or is discovered— before or after this Agreement’s expiration, cancellation, or termination.
12.7. Except for Paragraph 12.3, this Article’s indemnification and defense provisions are separate and independent from the insurance provisions in Article 11. In addition, the indemnification and defense provisions in this Article:
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35 (A) Are neither limited to nor capped at the coverage amounts specified under the insurance provisions in Article 11; and
(B) Do not limit, in any way, the applicability, scope, or obligations of the insurance provisions in Article 11.
13.0 DEFAULT, REMEDIES, AND TERMINATION
13.1. Default. Default under this Agreement occurs upon any one or more of the following events:
(A) CONSULTANT refuses or fails— whether partially, fully, temporarily, or otherwise— to:
(1) Provide or maintain enough properly trained personnel, or licensed personnel, or both, to perform the Services that this Agreement requires;
(2) Pay for, obtain, maintain, or renew the insurance policies or coverages that this Agreement requires;
(3) Comply with indemnification, defense, or hold harmless provisions that this Agreement requires; or
(B) CONSULTANT, or its personnel, or both — whether partially, fully, temporarily, or otherwise:
(1) Disregards or violates a law, ordinance, rule, procedure, regulation, directive, or order;
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36 (2) Refuses or fails to pay for, obtain, maintain, or renew requisite licenses;
(3) Refuses or fails to observe, perform, or fulfill a covenant, condition, obligation, term, or provision of this Agreement;
(4) Commits an unlawful, false, fraudulent, dishonest, deceptive, or dangerous act while performing the Services under this Agreement; or
(C) CONSULTANT:
(1) Or another party for or on behalf of CONSULTANT: institutes proceedings under any bankruptcy, reorganization, receivership or other insolvency; or assigns or transfers assets to its creditors;
(2) Delegates— whether in whole, in part, temporarily, or otherwise— its duties or obligations under this Agreement, without notifying CITY , or without CITY’s written authorization;
(3) Assigns, transfers, pledges, hypothecates, grants, or encumbers— whether in whole, in part, temporarily, or
otherwise— this Agreement or any interest in it, without notifying CITY, or without CITY’s written authorization;
(4) Or one of its partners, directors, officers, or general managers, or a person who exercises managerial authority on
CONSULTANT’s behalf, is convicted under state or federal law, during this Agreement’s Term, of embezzlement, theft, fraud, forgery, bribery , deceptive or unlawful business practices, perjury, falsifying or destroying records or evidence,
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37 receiving stolen property, or other offense indicating a lack of business integrity or business honesty; or
(D) Any other justifiable cause or reason, as reasonably determined by the City Manager, or a designee.
13.2. Notice of Default. If CITY deems that CONSULTANT is in Default, or that CONSULTANT has failed in any other respect to perform satisfactorily the Services specified in this Agreement, CITY may give written notice to CONSULTANT specifying the Default(s) that CONSULTANT shall remedy within [SELECT: 5/ 10/ 14/ 30] days after receiving the notice. The Notice of Default will set forth one or more bases for any dissatisfaction and may suggest corrective measures.
13.3. Remedies upon Default. Within [SELECT THE SAME NUMBER IN PARAGRAPH 13.2 ABOVE: 5/ 10/ 14/ 30] days after receiving CITY’s Notice of Default, if CONSULTANT refuses or fails to remedy the Default(s), or if CONSULTANT does not commence steps to remedy the Default(s) to CITY’s reasonable satisfaction, CITY may exercise any one or more of the following remedies:
(A) CITY may, in whole or in part and for any length of time, immediately suspend this Agreement until such time as CONSULTANT has corrected the Default;
(B) CITY may provide for the Services either through its own forces or from another consultant, and may withhold any money due (or may become owing to) CONSULTANT for a task related to the claimed Default;
(C) CITY may withhold all moneys, or a sum of money, due CONSULTANT under this Agreement, which in CITY’s sole determination, are sufficient to secure CONSULTANT’s performance of its duties and obligations under this Agreement;
(D) CITY may immediately terminate the Agreement;
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38 (E) CITY may exercise any legal remedy, or equitable remedy, or both, including, but not limited to, filing and action in court:
(1) Seeking CONSULTANT’s specific performance of all or any part of this Agreement; or
(2) Recovering damages for CONSULTANT’s Default, breach, or violation of this Agreement; or
(F) CITY may pursue any other available, lawful right, remedy, or action.
13.4. Termination for Convenience. Independent of the remedies provided in Paragraph 13.3, CITY may elect to terminate this Agreement at any time upon [SELECT: 10/ 14/ 30 ] days’ prior written notice. Upon termination, CONSULTANT shall receive compensation only for that work which CONSULTANT had satisfactorily completed to the termination date. CITY shall not pay CONSULTANT for de-mobilization, takedown, disengagement, wind-down, or other costs incurred arising out of this Agreement’s termination.
14.0 GENERAL PROVISIONS
14.1. Entire Agreement. This Agreement represents the entire and integrated agreement between the PARTIES. This Agreement supersedes all prior and contemporaneous communications, negotiations, understandings, promises and agreements, either oral or written. Neither CONSULTANT n or CITY has made any promises or representations, other than those contained in this Agreement or those implied by law. The PARTIES may modify this Agreement, or any part of it, by a written amendment with CITY’s and CONSULTANT’s signature.
14.2. Interpretation. This Agreement is the product of negotiation and compromise by both PARTIES. Every provision in this Agreement must be interpreted as though the PARTIES equally participated in its drafting. Therefore, despite the provisions in California Civil Code Section 1654, if this Agreement’s language is uncertain, the Agreement must not be construed against the PARTY causing the uncertainty to exist. In interpreting this Agreement and resolving any ambiguities, this Agreement will take precedence over any cover page or attachments. If a conflict occurs between a provision
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39 in this Agreement and a provision in an attachment, the following order of precedence applies, with the terms and conditions in the document higher on the list governing over those lower on the list:
(1) The Agreement.
(2) Exhibit D (Insurance Requirements).
(3) Exhibit B (Project Time Schedule).
(4) Exhibit A (Scope of Work).
(5) Exhibit C (Fee Schedule).
14.3. Headings. All headings or captions in this Agreement are for convenience and reference only. They are not intended to define or limit the scope of any term, condition, or provision.
14.4. Governing Law; Jurisdiction.
(A) California’s laws govern this Agreement’s construction and interpretation regardless of the laws that might otherwise apply under applicable principles of conflicts of law or choice of law.
(B) If CONSULTANT or CITY brings a lawsuit to enforce or interpret one or more provisions of this Agreement, jurisdiction is in the Superior Court of the County of Los Angeles, California, or where otherwise appropriate, in the United States District Court, C entral District of California. CONSULTANT and CITY acknowledge that the Agreement was negotiated, entered into, and executed — and the Services are performed— in the City of Glendale, California.
(C) Unless this Agreement provides otherwise, any reference to laws, ordinances, rules, or regulations include their later amendments, modifications, and successor legislation.
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40 14.5. Waiver of Breach. If either PARTY fails to require the other to perform any term in this Agreement, that failure does not prevent the PARTY from later enforcing that term, or any other term. If either PARTY waives the other’s breach of a term, that waiver is not treated as waiving a later breach of the term. A waiver of a term is valid only if it is in writing and signed by the PARTY waiving it. This Agreement’s duties and obligations:
(A) Are cumulative (rather than alternative) and are in addition to (rather than a limitation on) any option, right, power, remedy, or privilege; and
(B) Are not exhausted by a PARTY’s exercise of any one of them.
14.6. Attorney’s Fees. If CITY or CONSULTANT brings an action at law or in equity to enforce or interpret one or more provisions of this Agreement, the “prevailing party” is entitled to “reasonable attorney’s fees” in addition to any other relief to which the prevailing party may be entitled. A “prevailing party” has the same meaning as that term is defined in California Code of Civil Procedure Section 1032(a)(4). “Reasonable attorney’s fees” of the City Attorney’s office means the fees regularly charged by private attorneys who:
(A) Practice in a law firm located in Los Angeles County; and
(B) Have an equivalent number of years of professional experience in the subject matter area of the law for which the City Attorney’s services were rendered.
14.7. Further Assurances. Upon CITY’s request at any time, CONSULTANT shall promptly:
(A) Take further necessary action; and
(B) Sign, acknowledge, and deliver all additional documents as may be reasonable, necessary, or appropriate to carry out this Agreement’s intent, purpose, and terms.
14.8. Assignment.
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41 (A) This Agreement does not give any rights or benefits to anyone, other than to CITY and CONSULTANT. All duties, obligations, and responsibilities under this Agreement are for the sole and exclusive benefit of CITY and CONSULTANT, and are not for the benefit of another person, entity, or organization. Without CITY’s prior written authorization, CONSULTANT shall not do any one or more of the following:
(1) Assign or transfer a right or interest — whether in whole, in part, temporarily, or otherwise— in this Agreement; or
(2) Delegate a duty or obligation owed — whether in whole, in part, temporarily, or otherwise— under this Agreement.
(B) Any actual or attempted assignment of rights or delegation of duties by CONSULTANT, without CITY’s prior written authorization, is wholly void and totally ineffective for all purposes; and does not postpone, delay, alter, extinguish, or terminate CONSULTANT’s duties, obligations, or responsibilities under this Agreement.
(C) If CITY consents to an assignment of rights, or a delegation of duties, or both, CONSULTANT’s assignee or legal representative shall agree in writing to personally assume, perform, and to be bound unconditionally by the covenants, obligations, terms, and conditions in this Agreement.
14.9. Successors and Assigns. Subject to the provisions in Paragraph
14.8, this Agreement is binding on the heirs, executors, administrators, successors, and assigns of the respective PARTIES.
14.10. Time is of the Essence.
(A) Except when this Agreement states otherwise, time is of the essence in this Agreement. CONSULTANT acknowledges that this Agreement’s time limits and deadlines are reasonable for CONSULTANT’s performing the Services under this Agreement.
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42 (B) Unless this Agreement specifies otherwise, any reference to “day” or “days” means calendar and not business days. If the last day for giving notice or performing an act under this Agreement falls on a weekend, a legal holiday listed in either Glendale Municipal Code Section 3.08.010 or California’s Government Code, or a day when City Hall is closed, the period is extended to and including the next day that CITY is open for business. A reference to the time of day refers to local time for Glendale, California.
14.11. Recycled Paper. CONSULTANT shall endeavor to submit all reports, correspondence, and documents related to this Agreement on recycled paper.
14.12. Notices.
(A) The PARTIES shall submit in writing all notices and correspondence that this Agreement requires or permits, and shall use the following delivery method:
(1) Personal delivery;
(2) U.S. mail, first class postage prepaid;
(3) “Certified” U.S. mail, postage prepaid, return receipt requested;
(4) Facsimile; or
(5) Email.
(B) All written notices or correspondence done in the manner described in Subparagraph (A) above with the street address or place, facsimile number, or email address listed in Subparagraph (C) below will be presumed “given” to a PARTY on whichever date occurs earliest:
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43 (1) The date of personal delivery;
(2) The third (3rd) business day following deposit in the U.S. mail, when sent by “first class” mail;
(3) The date on which the PARTY or its agent either signed the return receipt or refused to accept delivery, as noted on the return receipt or other U.S. Postal Service form, when sent by “certified” mail; or
(4) The date of transmission, when sent by facsimile or email.
(C) CITY and CONSULTANT designate the following contact person, street address or place, telephone number, and facsimile number or email address for giving notice:
CITY: City of Glendale
Dept.:
Glendale, CA 9120
Attn:
Tel. No.:
Fax. No.:
Email:
CONSULTANT:
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44 Attn:
Tel. No.:
Fax. No.:
Email:
(D) At any time, by providing written notice to the other PARTY , CITY or CONSULTANT may change the contact information listed in Subparagraph (C) above.
14.13. Survival. This Paragraph and the obligations set forth in Paragraphs
5.4, 5.6, 5.7, 5.8, 7.5, 8.1, 9.1, 9.2, 9.3, 9.4, 9.5, 11.1, 11.2, 12.1, 12.2, 12.3, 12.4, 12.5,
12.6, 12.7, 13.3, 14.5, 14.6, 14.7, 14.8, 14.9, and 14.12 survive this Agreement’s expiration, cancellation, or termination.
14.14. Severability. The invalidity, in whole or in part, of any term of this Agreement will not affect this Agreement’s remaining terms.
14.15. Counterparts. This Agreement may be executed in counterparts, each of which is an original, but all of which constitutes one and the same document. The PARTIES shall sign a sufficient number of counterparts, so that each PARTY will receive a fully executed original of this Agreement.
14.16. Digital Signatures. The PARTIES deem a copy of this Agreement, or any amendment to it, that bears a digital signature as having the same legal effect, for all purposes, as delivery of a signed original of this Agreement or the amendment, and each digital signature will have the same legal force and effect as a handwritten signature.
14.17. Representations – Authority. The PARTIES represent that:
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45 (A) They have read this Agreement, fully understand its contents, and have received a copy of it;
(B) Through their duly authorized representative, they are authorized to sign this Agreement, and they are bound by its terms; and
(C) They have executed this Agreement on the date opposite their signature.
Executed at Glendale, California.
CITY OF GLENDALE:
By Date:
(Name)
(Title)
CONSULTANT:
By Date:
(Name)
(Title)
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
46 APPROVED AS TO FORM
NAME:
TITLE:
SIGNATURE:
DATE:
EXHIBIT LIST
“Exhibit A”: Scope of Work
(__ pages)
“Exhibit B”: Project Time Schedule
(__ pages)
“Exhibit C”: Fee Schedule
(__ pages)
“Exhibit D”: Insurance Requirements
(__ pages)
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47 EXHIBIT D-1
INSURANCE REQUIREMENTS- PROFESSIONAL SERVICES AGREEMENT
“PROFESSIONAL LIABILITY” INSURANCE
1.1 Without limiting CONSULTANT’s liability and at its sole expense, CONSULTANT shall obtain, pay for, and maintain a Professional Liability insurance policy.
1.2 The Professional Liability policy must:
(A) Include “ errors and omissions ” coverage or “ malpractice” coverage;
(B) Afford “practice specific” or “project specific” coverage;
(C) Provide limits of liability in an amount not less than:
(1) ONE MILLION DOLLARS ($1,000,000) per claim; and
(2) TWO MILLION DOLLARS ($2,000,000) in the aggregate;
(D) Cover a claim or claims arising out of the performance of professional services by:
(1) CONSULTANT;
(2) CONSULTANT’s Subconsultant(s);
(3) Anyone whom CONSULTANT or its Subconsultant(s) directly or indirectly employs or uses; or
(4) Anyone whose acts CONSULTANT or its Subconsultant(s) may be liable; and
(E) Provide coverage for:
(1) The duration of this Agreement; and
(2) At least three (3) years after the Project’s completion:
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48 (a) CONSULTANT shall obtain, pay for, and maintain an endorsement that adds an “extended reporting period”
(“ERP”) or a “discovery” feature — to allow CITY to
report a claim— for a period of not less than three (3) years following the initial policy’s expiratio n, or
following CITY’s recordation of its “notice of
completion” for the Project, whichever date is later.
The endorsement for the ERP or discovery feature
must provide identical policy limits, and meet the
conditions, described in subparagraphs 1.2 (A) through
(D) above; or
(b) CONSULTANT shall obtain, pay for, and maintain
successive renewal or replacement policies (with “prior acts” coverage), for a period of three (3) years following the initial policy’s expiration, or following CITY’s
recordation of its “notice of completion” for the Project, whichever date is later. Each policy must have a
“retroactive date” that coincides with, or is earlier than, this Agreement’s Effective Date. Additionally, each
policy must provide identical policy limits, and meet
the conditions , described in subparagraphs 1.2 (A)
through (D) above.
1.3 All ERP or discovery endorsements, renewal policies, and replacement coverage policies are subject to CITY’s review and approval, in its sole discretion.
1.4 CONSULTANT shall pay the full amount of all deductibles and any self - insured retention per claim for coverage under the Professional Liability insurance policy.
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49 EXHIBIT D-2
INSURANCE REQUIREMENTS- PROFESSIONAL SERVICES AGREEMENT
“WORKERS’ COMPENSATION” INSURANCE
1.1 At its own expense, CONSULTANT shall obtain, pay for, and maintain— and shall require each of its Subconsultants to obtain and maintain— for the duration of this Agreement:
(A) Complete Workers’ Compensation insurance, meeting or exceeding the coverages and amounts that California law requires; and
(B) Employer’s Liability insurance in an amount not less than:
(1) ONE MILLION DOLLARS ($1,000,000) per accident for bodily injury or disease;
(2) ONE MILLION DOLLARS ($1,000,000) per employee for
bodily injury or disease; and
(3) ONE MILLION DOLLARS ($1,000,000) policy limit.
1.2 CONSULTANT shall provide CITY with a “certificate of insurance” and a subrogation endorsement, “Waiver of Our Right to Recover From Others”— on forms satisfactory to the City Attorney or City’s Risk Manager, and signed by the insurance carrier or its authorized representative— which fully meet the requirements of, and contain provisions entirely consistent with, this Agreement’s workers’ compensation insurance requirements.
1.3 CITY shall not be liable to CONSULTANT’s personnel, or anyone CONSULTANT directly or indirectly employs or uses, for a claim at law or in equity arising out of CONSULTANT’s failure to comply with this Agreement’s workers’ compensation insurance requirements.
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50 EXHIBIT D-3
INSURANCE REQUIREMENTS- PROFESSIONAL SERVICES AGREEMENT
“COMMERCIAL GENERAL LIABILITY” OR “BUSINESSOWNERS
LIABILITY” INSURANCE
1.1 At its own expense, CONSULTANT shall obtain, pay for, and maintain— and shall require each of its Subconsultants to obtain and maintain— a “Commercial General Liability” or a “Businessowners Liability” insurance policy on an occurrence basis to fully protect CONSULTANT and CITY from claims and suits for bodily injury, personal and advertising injury, property damage, and medical payments. The policy must add the City of Glendale and its officers, agents, employees, and representatives (collectively, “CITY AND ITS REPRESENTATIVES”) as additional insureds.
1.2 Coverage afforded to CITY AND ITS REPRESENTATIVES must be at least as broad as that afforded to CONSULTANT. If CONSULTANT has higher limits than the limits specified in these insurance requirements, or has additional broader coverage, or has both, the insurer shall make available the higher limits and broader coverage to CITY AND ITS REPRESENTATIVES. The insurance must be written for the limits of liability specified below:
(A) ONE MILLION DOLLARS ($1,000,000) per occurrence, or the full per occurrence limits of the policy― whichever limit is greater― for bodily injury (including accidental death) to any one person;
(B) ONE MILLION DOLLARS ($1,000,000) per occurrence, or the full per occurrence limits of the policy― whichever limit is greater― for personal and advertising injury to any one person;
(C) ONE MILLION DOLLARS ($1,000,000) per occurrence, or the full per occurrence limits of the policy― whichever limit is greater― for property damage; and
(D) TWO MILLION DOLLARS ($2,000,000) general aggregate limit, or the full aggregate limits of the policy― whichever limit is greater.
1.3 The liability insurance must include all major divisions of coverage and must cover:
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51 (A) Premises Operations (including Explosion, Collapse, and Underground [“X,C,U”] coverages as applicable);
(B) Independent Contractors’ Protective Liability;
(C) Products and Completed Operations (maintain same limits as above until five (5) years after: recordation of the Notice of Completion or final close-out of the Agreement);
(D) Personal and Advertising Injury (with Employer’s Liability Exclusion deleted);
(E) Contractual Liability; and
(F) Broad Form Property Damage.
1.4 CONSULTANT shall provide CITY with a “certificate of insurance” and an “additional insured endorsement”— on forms satisfactory to the City Attorney or City’s Risk Manager, and signed by the insurance carrier or its authorized representative— which fully meet the requirements of, and contain provisions entirely consistent with, all of the Insurance Requirements.
1.5 The “certificate of insurance” and an “additional insured endorsement” must state:
“The City of Glendale, and its officers, agents, employees, and representatives are included as additional insureds under the policy(s). This insurance is primary to all other insurance of the City. The City’s insurance, or self-insurance, or both, will apply in excess of— and will not contribute with— this insurance. This insurance applies separately to each insured or additional insured who is seeking coverage, or against whom a claim is made or a suit is brought. The issuing company shall mail thirty (30) days advance notice to the City for any policy cancellation, termination, non-renewal, or reduction in coverage.”
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52 EXHIBIT D-4
INSURANCE REQUIREMENTS- PROFESSIONAL SERVICES AGREEMENT
“BUSINESS AUTOMOBILE” LIABILITY INSURANCE
1.1 At its own expense, CONSULTANT shall obtain, pay for, and maintain— and shall require each of its Subconsultants to obtain and maintain— a “Business Automobile” insurance policy on an occurrence basis to fully protect CONSULTANT and CITY from claims and suits for bodily injury, property damage, and medical payments. The policy must add the City of Glendale and its officers, agents, employees, and representatives as additional insureds.
1.2 The insurance must not be written for less than the limits of liability specified below or required by law, whichever coverage amount is greater:
(A) ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury (including accidental death) to any one person; and
(B) ONE MILLION DOLLARS ($1,000,000) per occurrence for property damage; or
(C) ONE MILLION DOLLARS ($1,000,000) combined single limit (“CSL”).
1.3 The liability insurance must include all major divisions of coverage and must cover all vehicles, whether rented, leased, hired, scheduled, owned or non-owned.
1.4 CONSULTANT shall provide CITY with a “certificate of insurance” and an “additional insured endorsement”— on forms satisfactory to the City Attorney or City’s Risk Manager, and signed by the insurance carrier or its authorized representative — which fully meet the requirements of, and contain provisions entirely consistent with, all of the Insurance Requirements.
1.5 The “certificate of insurance” and an “additional insured endorsement” must state:
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53 “The City of Glendale, and its officers, agents, employees, and representatives are included as additional insureds under the policy(s). This insurance is primary to all other insurance of the City. The City’s insurance, or self-insurance, or both, will apply in excess of— and will not contribute with— this insurance. This insurance applies separately to each insured or additional insured who is seeking coverage, or against whom a claim is made or a suit is brought. The issuing company shall mail thirty (30) days advance notice to the City for any policy cancellation, termination, non-renewal, or reduction in coverage.”
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54 EXHIBIT D-5
INSURANCE REQUIREMENTS- PROFESSIONAL SERVICES AGREEMENT
GENERAL REQUIREMENTS
1.1 At all times, the insurance company issuing the policy must meet all three of these requirements:
(A) It must be “admitted” insurer by the State of California Department of Insurance or must be listed on the California Department of Insurance’s “List of Approved Surplus Line Insurers” (“LASLI”);
(B) It must be domiciled within, and organized under the laws of, a State of the United States; and
(C) It must carry a minimum A.M. Best Company Financial Strength Rating of “A:VII,” or better.
1.2 If the Agreement requires any of the foregoing insurance coverages to remain in force after the Final Payment, and if they are reasonably available, CONSULTANT shall submit to CITY— with the final Application for Payment— all certificates and additional insured endorsements evidencing the coverages’ continuation.
1.3 A deductible or self -insured retention is subject to CITY’s review and approval, in its sole discretion. The insurance company or its authorized representative must state either on the insurance certificate or in a separate correspondence:
(A) The amount of the deductible, or self-insured retention, or both;
(B) Whether a limit of insurance has been lowered by any pending or paid claim; and
(C) The current limit amount, as lowered by the pending or paid claim.
1.4 Despite any conflicting or contrary provision in CONSULTANT’s insurance policy:
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55 (A) If CONSULTANT’s insurance company adds CITY, and its officers, agents, employees, and representatives (collectively, “its representatives”) as additional insureds, then for all acts, errors, or omissions of CITY, or its representatives, or both, that insurer shall:
(1) Pay those sums that CITY, or its representatives, or both, become legally obligated to pay as damages; and
(2) Defend— and pay the costs of defending — CITY, or its representatives, or both;
(B) CONSULTANT’s insurance is primary;
(C) Other insurance (whether primary, excess, contingent or self - insurance, or any other basis) available to CITY, or its representatives, or both, is excess over CONSULTANT’s insurance;
(D) CITY’s insurance, or self -insurance, or both, will not contribute with CONSULTANT’s insurance policy;
(E) CONSULTANT and CONSULTANT’s insurance company waive — and shall not exercise — any right of recovery or subrogation that CONSULTANT or the insurer may have against CITY, or its representatives, or both;
(F) CONSULTANT’s insurance policy applies separately to each insured or additional insured who is seeking coverage, or against whom a claim is made or suit is brought, except that the naming of multiple insureds will not increase an insurance company’s limits of liability;
(G) CONSULTANT’s insurance policy applies to a claim or suit brought by an additional insured against a Named Insured or other insured, arising out of bodily injury, personal injury, advertising injury, or property damage; and
(H) CITY is not liable for a premium payment or another expense under CONSULTANT’s policy.
1.5 At any time during the duration of this Agreement, CITY may do any one or more of the following:
(A) Review this Agreement’s insurance coverage requirements; or
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56 (B) Require that CONSULTANT:
(1) Obtain, pay for, and maintain more or less insurance depending on CITY’s assessment of any one or more of the following factors:
(a) CITY’s risk of liability or exposure arising out of, or in any way connected with, the services of
CONSULTANT under this Agreement;
(b) The nature or number of accidents, claims, or lawsuits arising out of, or in any way connected with, the
services of CONSULTANT under this Agreement; or
(c) The availability, or affordability, or both, of increased liability insurance coverage;
(2) Reduce or eliminate a deductible or self -insured retention as it applies to CITY; or
(3) Obtain, pay for, and maintain a bond (as a replacement for an insurance coverage) from a California corporate surety, guaranteeing payment to CITY for liability, or costs, or both, that CITY incurs during CITY’s investigation, administration, or defense of a claim or a suit arising out of this Agreement.
1.6 CONSULTANT shall maintain the insurance policy without interruption, from the Project’s commencement date to the Final Payment date, or until a date that CITY specifies for any coverage that CONSULTANT must maintain after the Final Payment.
1.7 CONSULTANT’s insurance company or self -insurance administrator shall mail CITY written notice at least thirty (30) days in advance of the policy’s or the self - insurance program’s cancellation, termination, non-renewal, or reduction in coverage.
1.8 CONSULTANT shall not allow any insurance to expire, cancel, terminate, lapse, or non -renew. Twenty -one (21) days before its insurance policy’s expiration, cancellation, termination, or non-renewal, CONSULTANT shall deliver to CITY evidence of the require d coverage as proof that CONSULTANT’s insurance policy has been renewed or replaced with another insurance policy which, during the duration of this Agreement, meets all of this Agreement’s insurance requirements.
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57 1.9 At any time, upon CITY’s request, CONSULTANT shall furnish satisfactory proof of each type of insurance coverage required— including a certified copy of the insurance policy or policies; certificates, endorsements, renewals, or replacements; and documents comprising CONSULTANT’s self-insurance program— all in a form and content acceptable to the City Attorney or City’s Risk Manager.
1.10 If CONSULTANT hires, employs, or uses a Subconsultant to perform work, services, operations, or activities on CONSULTANT’s behalf, CONSULTANT shall ensure that the Subconsultant:
(A) Meets, and fully complies with, this Agreement’s insurance requirements;
(B) Delivers to CITY— for its review, or approval, or both— all insurance policies, certificates, and endorsements that this Agreement requires; and
(C) Furnishes CITY, at any time upon its request, with a complete copy of the Subconsultant’s insurance policy or policies for CITY’s review, or approval, or both.
1.11 CONSULTANT’s failure to comply with an insurance provision in this Agreement constitutes a breach upon which CITY may immediately terminate or suspend CONSULTANT’s performance of this Agreement, or invoke another remedy that this Agreement or the law allows. At its discretion, CITY may obtain or renew the insurance, and CITY may pay all or part of the premiums. Upon demand, CONSULTANT shall repay CITY for all sums or monies that CITY paid to obtain, renew, or reinstate the insurance, or CITY may offset the cost of the premium against any sums or monies that CITY may owe CONSULTANT.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
58 EXHIBIT D-6
INSURANCE REQUIREMENTS- PROFESSIONAL SERVICES AGREEMENT
CONSULTANT’S SUBMITTAL OF CERTIFICATES AND
ENDORSEMENTS
1.1 CONSULTANT shall have its insurance carrier(s) or self-insurance administrator(s) complete and execute the following insurance documents, unless an exception below applies. When CONSULTANT signs and delivers the Agreement to CITY, CONSULTANT also shall deliver:
(A) A “certificate of insurance” for each required liability insurance coverage;
(B) An additional insured endorsement for Commercial General Liability coverage or Businessowners Liability coverage and Automobile Liability coverage , unless this Agreement does not require CONSULTANT to obtain and maintain Commercial General Liability coverage, Businessowners Liability coverage, or Automobile Liability coverage;
(C) A “certificate of insurance” for Workers’ Compensation insurance; or If CONSULTANT is self-insured for workers’ compensation, a copy of the “Certificate of Consent to Self -insure” from the State of California; or
If CONSULTANT is lawfully exempt from workers’ compensation laws, an “Affirmation of Exemption from Labor Code §3700” form;
(D) A subrogation endorsement, “Waiver of Our Right to Recover From Others,” for Workers’ Compensation coverage; and
(E) A complete copy of CONSULTANT’s Professional Liability insurance policy, including all forms and endorsements attached to it.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
59 1.2 CITY will neither sign this Agreement nor issue a “Notice to Proceed” until the City Attorney or City’s Risk Manager has reviewed and approved the insurance documents. CITY’s decision as to the acceptability of all insurance documents is final.
Unless CONSULTANT obtains CITY’s written approval, CITY will not permit or allow a substitution of an insurance policy, or a change in a certificate’s or an endorsement’s form and content, or both.
INSURANCE OBLIGATION IS SEPARATE FROM INDEMNITY OBLIGATION
2.1 This Agreement’s insurance provisions:
(A) Are separate and independent from the indemnification and defense provisions in Article 12 of the Agreement; and
(B) Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense provisions in Article 12 of the Agreement.
CITY OF GLENDALE, CA
STATE LEGISLATIVE ADVOCACY SERVICES REQUEST FOR PROPOSAL
60 PROPOSAL FORM
(FOLLOWS)