PROFESSIONAL SERVICES AGREEMENT
This Services Agreement ("Agreement") is dated as of July 1, 2025 (the "Effective Date") between City of San Jacinto (Client”) located at 595 S. San Jacinto Ave, San Jacinto, California 92583 and Deveau Burr Group LLC a California Limited Liability Company (“Consultant”) (Collectively, the “Parties”).
WHEREAS, the Parties desire to enter into a mutually agreeable relationship defined by this Agreement and the Scope of Services attached hereto as Schedule A; NOW THEREFORE, in consideration for the promises made herein, the Parties agree as follows:
1. CONTRACTOR RELATIONSHIP. Consultant’s relationship to the Client shall be that of an independent contractor. Consultant shall have no authority, express or implied, to act on behalf of the Client as an agent, or to bind the Client to any obligation whatsoever, unless specifically authorized in writing by the Client. Consultant shall be solely responsible for the performance of any of its employees, agents, or subcontractors under this Agreement, including the training of each employee regarding the rights and responsibilities of an employer and employee for any potential discrimination or harassment claim under state or federal law.
Consultant shall report to the Client any and all employees, agents, and consultants performing work in connection with this project, and all shall be subject to the approval of the Client.
2. TERM. The term of this Agreement shall commence on the Effective Date of July 1, 2025 until June 30, 2026. Termination of this Agreement shall be given with a 30-day written notice by either party to the other party for any reason.
3. COMPENSATION. Consultant’s compensation for all work performed in accordance with this Agreement, will be billed in the amount of $5,000.00 per month(“Monthly Fee Amount”). No work in one (1) month shall be performed by Consultant in excess of the Monthly Fee Amount without prior written approval of the Client.
4. FEES. Client will be charged a quarterly fee (every four months) of $250.00 for Consultant to file the appropriate forms with the California Secretary of State in regards to any lobbying activity provided by Consultant. These filings will be provided to Client on a quarterly basis.
5. INVOICING. Consultant shall invoice Client for the service performed herein as follows:
a. Monthly Invoicing. Consultant shall send monthly invoices to the Client on/or before the first business day of each month of service for the fees jointly agreed by the Parties. Client shall pay Consultant’s undisputed fees in full within 30days of receipt (“Due Date”). Periodic charges under this Agreement are to be computed on a calendar month basis, and will be prorated for any partial month on a calendar day basis.
b. Client Financial Contact. Cynthia Espinosa shall serve as the direct billing contact for Client.
i. Direct billing contact may be reached at: [email protected] ii. Consultant shall submit invoices to: [email protected] c. Consultant Financial Contact: Wendy Birmingham shall serve as the direct billing contact for Consultant.
i. Direct billing contact may be reached at: [email protected] ii. Payments should be sent directly to: 2612 17th Street, Sacramento, CA 95818
6. TERMINATION OF AGREEMENT. Either Party may terminate this Agreement for any reason by providing thirty (30) days written notice to the other party. If any portion of the work is terminated or abandoned by the Client, then the Client shall pay Consultant for any work completed up to and including the date of termination or abandonment of this Agreement. The Client shall be required to compensate Consultant for work performed in accordance with the Agreement up to and including the date of termination.
7. CONFIDENTIALITY. Consultant acknowledges that during the engagement there will be access to and acquaintance with various intellectual property, inventions, innovations, processes, information, records and specifications owned or licensed by the Client and/or used by the Client in connection with the operation of its business including, without limitation, the Client’s business and product processes, methods, customer lists, accounts and procedures. The Consultant agrees not to disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Client, whether prepared by the Consultant or otherwise coming into possession, shall remain the exclusive property of the Client. The Consultant shall not retain any copies of the foregoing without the Client’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Client, the Consultant shall immediately deliver to the Client all such files, records, documents, specifications, information, and other items in possession or under control. The Consultant further agrees not to disclose retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of the Client and shall at all times preserve the confidential nature of the relationship to the Client and of the services hereunder.
8. CONFLICTS OF INTEREST. The Consultant represents the freedom to enter into this Agreement, and that this engagement does not violate the terms of anyagreement between the Consultant and any third party. The Consultant is expressly free to perform services for other parties while performing services for the Client.
9. WORKERS’ COMPENSATION. Pursuant to Labor Code section 1861, the Consultant hereby certifies that the Consultant is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and the Consultant will comply with such provisions, and provide certification of such compliance as a part of this Agreement.
10. INSURANCE. Consultant shall take out and maintain: A. Commercial General Liability Insurance, of at least $1,000,000 per occurrence/$2,000,000 general aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; B. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per occurrence for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); C. Workers’Compensation Insurance in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and D. Professional Liability (Errors and Omissions) Insurance that covers the services to be performed, in the minimum amount of $2,000,000 per claim and in the aggregate, with conditions and for a term acceptable to the Client. Insurance carriers shall be licensed and authorized to do business in California. Such insurance carrier shall have not less than an "A:VII" rating according to the latest Best Key Rating unless otherwise approved by Client.
Consultant shall add Client, its officers, officials, employees, agents, and volunteers asadditional insureds on Consultant’s Commercial General Liability and Automobile Liability. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the Client, its elected or appointed officers, agents, officials, employees and volunteers, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by Client shall not be required to contribute with it.
11. INDEMNIFICATION. To the greatest extent allowed by law, the Consultantshall agree to indemnify and hold harmless the Client, and its officers, agents and employees against all claims for damages to persons or property arising out of the negligent acts, errors or omissions or wrongful acts or conduct of the Consultant, or its employees, agents, subcontractors, or others in connection with the execution of the work covered by this Agreement, except for those claims arising from the willful misconduct, sole negligence or active negligence by the Client, its officers, agents, or employees. Indemnification shall include any and all costs, expenses, attorneys’ fees, expert fees and liability assessed against or incurred by the Client, its officers, agents, or employees in defending against such claims or lawsuits, whether the same proceed to judgment or not.
12. ENTIRE AGREEMENT. This Agreement comprises the entire integrated understanding between Client and Consultant concerning the work to be performed for this project and supersedes all prior negotiations, representations, or agreements.
13. INTERPRETATION OF THE AGREEMENT and SEVERABILITY. The interpretation, validity and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to Client. The Consultant shall be responsible for complying with all local, state, and federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such provision, and all other provisions, which are otherwise lawful, shall remain in full force and effect, and to this end the provisions of this Agreement are severable.
14. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants that it has the power and authority to enter into this Agreement, and the execution, delivery and performance of this Agreement and the transactions and other documents contemplated have been authorized by the Parties. This Agreement has been executed and delivered by each party, and constitutes a legal, valid and binding obligation of the party, fully enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights, and general equity principles.
15. AGREEMENT MODIFICATION. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the Parties hereto.
16. SIGNATURES. The individuals executing this Agreement represent andwarrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Consultant and the Client.
IN WITNESS WHEREOF, the Parties hereto agree to the full performance of the covenants herein contained and have caused this Agreement to be executed by the signatures below.
Deveau Burr Group LLC CLIENT
By: __________________________________ By: ___________________________________ Name: Andrea Deveau Name: Robert Johnson
Title: Managing Partner Title: City Manager
Date: _________________________________ Date: __________________________________
SCHEDULE A
SCOPE OF SERVICES
DUTIES:
The Consultant will provide:
1. Legislative Monitoring: Keeping track of proposed legislation relevant to the client'sinterests and providing regular updates on the status and progress of such bills.
2. Strategic Planning: Developing and implementing strategies to advocate for particular policies, regulations, or issues in the state's legislative and regulatory processes.
3. Government Relations and Advocacy: Building relationships with key lawmakers, government officials, and stakeholders to promote the client's objectives and influencedecisionmaking.
4. Issue Analysis and Research: Conducting in-depth research and analysis on issues andpolicy areas of importance to the client, including identifying potential challenges and opportunities.
5. Coalition Building: Forming strategic partnerships and alliances with other organizations, interest groups, or businesses that share similar goals or concerns to amplify the client's voice and increase influence.
6. Regulatory Compliance: Assisting clients in navigating the complex regulatory processes and ensuring compliance with applicable laws and regulations.