Vers.: Aug. 5, 2019
AMENDMENT NO. 3 TO CONTRACT NO. C23183770
BETWEEN THE CITY OF PALO ALTO AND
TOWNSEND PUBLIC AFFAIRS, INC.
This Amendment No. 3 (this “Amendment”) to Contract No. C23183770 (the “Contract” as defined below ) is entered into as of December 15, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and TOWNSEND PUBLIC AFFAIRS , INC, a California Corporation , located at 1401 Dove Street, Ste. 330, Newport Beach, California, 92660 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of representing CITY in all federal and state legislative advocacy matters including grant seeking and funding advocacy, as detailed therein. The Contract as first approved the not-to-exceed amount for the first three years but only approved the term for the first year.
B. The Parties entered into Amendment No.1 in order to update the scope of services, revise the compensation schedule, and extend the contract term by twelve months through December 31, 2024, without any additional cost to the CITY, as detailed therein.
C. The Parties entered into A mendment No. 2 in order to (1) extend the contract term by an additional twelve -month period through December 31, 2025, and (2) revise the compensation schedule to reflect the extension, at no additional cost to the CITY, as detailed therein.
D. The Parties now wish to amend the Contract in order to (1) extend the contract term by an additional twelve -month period through December 31, 2026, (2) increase not to exceed by One Hundred Eighty -Six Thousand Dollars ($ 186,000) from Five Hundred Fifty -Eight Thousand Dollars ($558,000) to Seven Hundred and Forty-Four Thousand Dollars ($744,000) and (3) revise the compensation schedule to reflect the extension, and as detailed herein. This will authorize the not-to-exceed amount through 2026.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean C ontract No. C23183770 between CONSULTANT and CITY, dated January 1, 2023, as amended by:
Docusign Envelope ID: 3D5284C5-27BD-4343-81F7-3EB62D46D49D Vers.: Aug. 5, 2019
Amendment No.1, dated November 2, 2023
Amendment No.2, dated December 24, 2024
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2, Entitled “TERM” of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through December 31, 2026, with the option to extend for one (1) more periods of one (1) year each, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. CITY shall notify CONSULTANT of its intent to exercise its option to renew in writing no later than ninety (90) days before the end of the term of this Agreement.”
SECTION 3. Section 4, Entitled “ NOT TO EXCEED COMPENSATION ” of the Contract is hereby amended to read as follows:
The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Seven Hundred Forty-Four Thousand Dollars ($744,000.00) . The hourly schedule of rates, if applicable, is set out in Exhibit C -1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not- to-exceed compensation specified above, CITY has set aside the not- to- exceed compensation amount of zero Dollars ($0) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Seven Hundred Forty-Four Thousand Dollars ($744,000.00), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Ad ditional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4.
CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A- 1, entitled “PROFESSIONAL SERVI CES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in Docusign Envelope ID: 3D5284C5-27BD-4343-81F7-3EB62D46D49D Vers.: Aug. 5, 2019
the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSUL TANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/ are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “C” entitled “ COMPENSATION, AMENDMENT NO. 2 ”, AMENDED, REPLACES PREVIOUS.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
City Attorney or designee
TOWNSEND PUBLIC AFFAIRS, INC.
Officer 1
By:
Name: Christopher Townsend
Title: President
Officer 2
By:
Name: Christopher Townsend
Title: Secretary
Attachments:
EXHIBIT C: “COMPENSATION, AMENDMENT NO. 3” (AMENDED, REPLACES PREVIOUS)
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Vers.: Aug. 5, 2019
EXHIBIT C
COMPENSATION, AMENDMENT NO. 3
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C -1 up to the not to exceed budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE – Annually and Total
TASK Year 1
(2023)
Year 2
(2024)
Year 3
(2025)
Year 4
(2026)
NOT TO
EXCEED
AMOUNT
Year 5 (2027 –
If approved)
Task 1
(Grant Consulting and
Compliance Services)
$48,000
($4,000/mo) $48,000 $48,000 $48,000 $192,000 $48,000 Task 2
(Federal Legislative
Advocacy Services)
$72,000
($6,000/mo)
$72,000 $72,000 $72,000 $288,000 $72,000
Task 3
(State Legislative
Advocacy Services)
$114,000
($9,500/mo)
$114,000 $114,000 $114,000 $456,000 $114,000
Less: Discount for
Bundled Cost Structure
(Tasks 1, 2, and 3)
($48,000)
($4,000/mo)
($48,000) ($48,000) ($48,000) ($192,000.00) ($48,000)
Sub-total for Services $186,000 $186,000 $186,000 $186,000 $744,000.00 $186,000 Reimbursable Expenses
(if any) $0 $0 $0 $0 $0.00 $0
Docusign Envelope ID: 3D5284C5-27BD-4343-81F7-3EB62D46D49D Vers.: Aug. 5, 2019
Total for Services and
Reimbursable
Expenses
$186,000 $186,000 $186,000 $186,000 $744,000.00 $186,000 Additional Services (if
any, per Section 4) $0 $0 $0 $0 $0.00 $0
Maximum Total
Compensation $186,000 $186,000 $186,000 $186,000 $744,000.00 $186,000
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in -house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.
Docusign Envelope ID: 3D5284C5-27BD-4343-81F7-3EB62D46D49D