Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF
UNION CITY AND TOWNSEND PUBLIC AFFAIRS FOR LEGISLATIVE
ADVOCACY AND GRANT FUNDING RESEARCH SERVICES
This Agreement for consulting services (“Agreement”) is made by and between the City of Union City, a municipal corporation, (“City”) and Townsend Public Affairs, Inc. a limited liability company / sole proprietor), with offices located at 925 L. Street, suite 1404, Sacramento, CA 95814 (“Consultant”), (together referred to as the “Parties”) as of October 1, 2026 (the “Effective Date”).
WHEREAS, the Agreement was approved by the City Council of Union City per Council Resolution Number 2026-XXX.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereby agree to the Agreement as follows:
Section 1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work (Professional Services Agreement) attached as Exhibit A and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on September 30, 2027, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Consultant is engaged and in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement to the standards of quality normally observed by a person practicing in Consultant’s profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel consistent with Section 1.2 to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
1.4 Time is of the Essence. Time is of the essence. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to timely finish the Scope of Work, to meet the standard of performance provided in Section 1.2 above and to satisfy Consultant’s obligations hereunder.
Section 2. COMPENSATION.
Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
City hereby agrees to pay Consultant a sum not to exceed eight thousand five hundred dollar ($8,500) per month or a total amount not to exceed one hundred two thousand dollars ($102,000) for the year, notwithstanding any contrary indications that may be contained in Consultant’s proposal for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail.
City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
• Project name & number if applicable;
• Per Item 1.1, Terms of Service expiration date;
• Purchase Order number to expedite payment;
• The beginning and ending dates of the billing period; • A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
• At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
• The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
• The Consultant’s signature;
Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.
2.5 Hourly Rate/Fees. Unless the services provided are for a lump sum or flat fee, fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation cost proposal attached hereto as Exhibit B. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit B, the Agreement shall prevail.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, attached hereto and incorporated herein. Reimbursable expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses shall not include a mark-up and are billed as a direct costs. In no event shall expenses be advanced by the City to the Consultant.
Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.
2.10. Business License. The Consultant is not authorized to perform services or incur costs whatsoever under the terms of this Agreement until Consultant applies for and has been issued a business license from the City pursuant to Title 5 of the Union City Municipal Code.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors.
Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work for the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid.
Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence to the City that such insurance is in effect. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution.
4.1 Required Coverage. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
COVERAGE TYPE OF INSURANCE MINIMUM LIMITS
A Commercial General
Liability
Premises Liability; Products
and Completed Operations;
Contractual Liability;
Personal Injury and
Advertising Liability
$2,000,000 per occurrence;
Bodily Injury and Property
Damage
$4,000,000 in the aggregate;
Commercial general
coverage shall be at least as
broad as Insurance Services
Office Commercial General
Liability occurrence form CG
0001 (most recent edition)
covering comprehensive
General Liability on an
“occurrence” basis.
B Commercial or Business
Automobile Liability
All owned vehicles, hired or
leased vehicles, non-owned,
borrowed and permissive
uses. Personal Automobile
$1,000,000 per occurrence;
Any Auto; Bodily Injury and
Property Damage.
Automobile coverage shall
be at least as broad as
Insurance Services Office
Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
Liability is acceptable for
individual contractors with no
transportation or hauling
related activities
Automobile Liability form CA
0001 (most recent edition),
Code 1 (any auto). No
endorsement shall be
attached limiting the
coverage.
C Workers’ Compensation
(WC) and Employers
Liability (EL)
Required for all contractors
with employees
WC: Statutory Limits
EL: $100,000 per accident
for bodily injury or disease.
Consultant may rely on a
self-insurance program to
meet those requirements,
but only if the program of
self-insurance complies fully
with the provisions of the
California Labor Code. The
insurer shall waive all rights
of subrogation against the
City and its officers, officials,
employees, and volunteers
for loss arising from work
performed under this
Agreement.
D
E
Professional
Liability/Errors &
Omissions
Includes endorsements of
contractual liability
Cyber Liability
$2,000,000 per occurrence
$4,000,000 policy
aggregate; Any deductible or
self-insured retention shall
not exceed $150,000 per
claim.
Consultant shall maintain
cyber liability insurance in an
amount not less than
$2,000,000 per occurrence
or claim, $2,000,000
aggregate. Coverage shall
include but not be limited to
claims involving security
breach, system failure,
social engineering,
infringement of intellectual
property, and alteration of
electronic information..
4.2 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
claims-made basis shall be maintained during the entire term of the Agreement and until five (5) years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement
b. All insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers’ Compensation and Employers Liability, shall be endorsed to name as additional insured: City of Union City, its City Council, and all City officers, agents, employees, volunteers and representatives. c. For any claims related to this Agreement or the work hereunder, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City.
e. Certificates of Insurance: Before commencing operations under this Agreement, Consultant shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to City, evidencing that all required insurance coverage is in effect. The City reserves the rights to require the Consultant to provide complete, certified copies of all required insurance policies. f. Subcontractors: Consultant shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
i. The retroactive date of the policy must be shown and must be before the date of the Agreement.
ii. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates.
iii. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of three (3) years after completion of work under this Agreement. iv. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.
4.3 All Policies Requirements.
Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
a. Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts acceptable to the City. Acceptance of Consultant’s insurance by City shall not relieve or decrease the liability of Consultant hereunder. Any deductible or selfinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Consultant.
b. Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. c. Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense). d. Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from Consultant by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.
4.4 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
• Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
• Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or
• Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City.
Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph
1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant shall also, to the extent required by the California Labor Code, pay not less than the latest prevailing wage rates as determined by the California Department of Industrial Relations. Consultant’s failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days’ written notice to City and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all work product, including, but not limited to documents, photographs, computer software, video and audio tapes, and other Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work.
8.6.5 No remedy mentioned in this Agreement is intended to be exclusive of any other right, power, or remedy permitted by law. Neither the failure nor any delay on the part of the City to exercise any such rights and remedies shall operate as a waiver thereof, not shall any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of any such right or remedy.
Section 9. KEEPING AND STATUS OF RECORDS.
Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties, unless required by law.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section
9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement.
9.4 Proprietary Information. City and Consultant acknowledge and agree that City may receive confidential information from Consultant that is proprietary to Consultant and may contain trade secrets, work processes, or other business information (collectively, “Proprietary Information”). Consultant shall clearly identify such Proprietary Information when provided to City and shall mark Proprietary Information when provided to City in writing. City shall not keep or store Consultant’s written Proprietary Information as part of its regular retention of records and shall dispose of Consultant’s Proprietary Information after review and upon reasonable request by Consultant, unless otherwise prohibited by state or federal law or rules of court.
Notwithstanding any other provision of this Agreement, neither party is required to disclose information which it reasonably deems to be proprietary or confidential in nature.
The Parties agree that any information disclosed by a party and designated as proprietary and confidential shall only be disclosed to those officials, employees, representatives, and agents of the other party that have a need to know in order to administer and enforce this Agreement. For purposes of this subsection, the terms “proprietary or confidential” include but are not limited to, information relating to a party’s corporate structure and affiliates, marketing plans, financial information, trade secrets, work processes, or other information that is reasonably determined by a party to be competitively sensitive. A party may make proprietary or confidential information available for inspection but not copying or removal by the other party’s representatives. This subsection, shall not prohibit the disclosure of any documents otherwise required to be disclosed pursuant to the California Public Records Act, California Government Code Section 7920.000 et seq.
Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
Section 10 DIGITAL ACCESSIBILITY COMPLIANCE.
Consultant shall ensure that any digital content produced, developed, posted, or maintained under this Agreement—including but not limited to websites, web pages, digital documents (PDFs, Word, presentations), social media content, multimedia, and other electronic communications—that is viewable by or made available to the public is fully compliant with all applicable accessibility requirements.
At a minimum, such content shall conform to the Web Content Accessibility Guidelines (WCAG) Version 2.1, Level AA, or the most current version adopted by federal or State of California law, including requirements applicable to public sector entities.
Consultant shall be responsible for:
• Designing and delivering accessible digital content from the outset; • Remediating, at no additional cost to the City, any accessibility deficiencies identified during the term of this Agreement;
• Cooperating with the City in responding to accessibility complaints or audits related to Consultant-produced content.
• Failure to comply with this provision shall constitute a material breach of this Agreement.
Section 11 MISCELLANEOUS PROVISIONS.
11.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
11.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California.
11.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
11.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.
11.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.
11.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed paper materials on paper containing a minimum of 30% Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
post-consumer recycled content when they are available in the marketplace at equal or less cost than virgin paper and are equal in performance to virgin paper.
11.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.
11.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.
11.9 Contract Administration. This Agreement shall be administered by the City Manager, or his/her designee, identified as Jennifer Phan, Deputy City Manager ("Contract Administrator"). All correspondence, meeting documentation, invoices and project deliverables shall be directed to or through the Contract Administrator.
11.10 Notices. Any written notice to Consultant shall be sent to:
Christopher Townsend
President
Townsend Public Affairs, Inc.
1401 Dove Street, Suite 330
Newport Beach, CA 92660
All other written notices to City shall be sent to:
Joan Malloy
City Manager
City of Union City
34009 Alvarado Niles Road
Union City, CA 94587
with a copy to
Kristopher J. Kokotaylo
City Attorney
Redwood Public Law, LLP
300 Frank H. Ogawa Plaza
Suite 430
Oakland, CA 94612
11.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.
_________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.
11.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.
Exhibit A Scope of Services
11.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
11.14 Conflicts or Inconsistency. In interpreting this Agreement and resolving conflicts, errors, or discrepancies, the order of precedence shall be as follows:
1. This Agreement
2. The ordinances, resolutions, and policies of the City
3. The Contractor’s proposal
SIGNATURES ON THE FOLLOWING PAGE
Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
The Parties have executed this Agreement as of the Effective Date.
CITY OF UNION CITY Townsend Public Affairs,
JOAN MALLOY Name: Christopher Townsend
CITY MANAGER Title: President
ATTEST:
THAI NAM N. PHAM
CITY CLERK
APPROVED AS TO FORM:
KRISTOPHER J. KOKOTAYLO
CITY ATTORNEY
3695229.2
Version 3.2.21
Consulting Services Agreement between the City of Union City and Townsend Public Affairs,
EXHIBIT A
SCOPE OF SERVICES
• Develop an Annual Legislative Strategy: TPA will coordinate with the City to develop an official legislative platform and strategy that represents the City’s priorities in Sacramento and Washington, DC. This blueprint will be shared with key stakeholders in the State Legislature and Governor’s Administration as well as Congress and the Trump Administration. • Implement the Legislative Strategy: TPA will advocate for the City’s legislative agenda utilizing the following methods:
o Build and Strengthen Relevant Relationships: TPA has cultivated a network of valuable relationships that will be leveraged to promote the City’s legislative agenda. o Leverage Relationships for Strategic Advocacy Plan: TPA will engage various techniques to leverage our network of key relationships on behalf of the City:
▪ Schedule meetings for the City to discuss relevant legislation ▪ Prepare all briefing materials and talking points for the City ▪ Brief legislative offices and stakeholders on the City’s legislative agenda ▪ Follow-up on meetings to ensure commitments and deliverables are being met o Coordinate Advocacy Trips: TPA will work with the City to coordinate advocacy trips to Sacramento and Washington, DC to meet with the City’s legislative delegation, as well as legislators that serve on committees relevant to the City’s agenda.
Furthermore, whenever possible, TPA will also schedule site visits by legislators to the City.
o Track Legislation: TPA will identify, analyze, and monitor all bill introductions and amendments relevant to the City’s legislative platform and assess their potential impact on the City.
o Craft Testimony and Position Letters: TPA will prepare and submit written and verbal testimony regarding legislation relevant to the City. TPA will also draft and deliver position letters to legislators and key officials on specific bill language. o Draft Bill Language: TPA will draft language and amendments for relevant legislation, as required to protect and promote the City’s agenda.
o State Budget Funding Opportunities: In an effort to maximize state funding, TPA will work with the City to identify projects and other funding priorities that may be suitable for funding through the State Budget. TPA will coordinate with the City to develop supporting materials for the budget request. TPA will also work with members of the City’s state legislative delegation, along with the Assembly and Senate Budget Committees, to gain support for the inclusion of the City’s project in the final State Budget approved by the Legislature.
o Federal Earmark Opportunities: In an effort to maximize federal funding, TPA will work with the City to identify projects and other funding priorities that may be suitable for funding through the Federal Earmark process. TPA will coordinate with the City to develop supporting materials for the earmark request. TPA will also work with members of the City’s federal legislative delegation to gain support for the inclusion of the City’s project.
• Provide Progress Reports: TPA will confer regularly with the City on our activities. TPA will provide timely electronic reports on the status of all legislative activity, such as bill language, amendments, and committee analyses. In addition to written reports, TPA will be available to the City for conference calls, in-person briefings, and meetings. • Prepare and File Lobbying Disclosure Reports: TPA will prepare and file, on behalf of the City, all applicable state and federal lobbying disclosure reports.
TPA will utilize the following strategic and comprehensive approach to provide grant funding services to the City:
• Identify, Research, and Monitor Grant Funding Opportunities: TPA will utilize list-serve subscription programs, funding workshops, agency canvassing, and other networking tactics to ensure every potential opportunity is identified and reviewed for relevance with the City’s projects. TPA will then share these opportunities with the City for further assessment and determination if a grant application is warranted. The City will also receive a grant matrix of funding programs that is updated regularly as new opportunities arise. • Grant Application Development and Submittal: TPA will develop, draft, submit, and follow up on each City grant application through the following process:
o Establishment of Clear Accountabilities: TPA will coordinate with the City to ensure the assignment of responsibilities and tasks are made clear so that confusion and inefficiency are avoided, and the City is burdened as little as possible while TPA pursues a grant opportunity.
o Provide Overview of Full Application Requirements: For each grant application, TPA will provide the City with a detailed overview of the requirements for the grant program and corresponding application to ensure that the program is a strong fit for the City’s project. This will include:
▪ Application timeline
▪ Eligible project types
▪ Funding availability and award maximum and minimums
▪ List of application components, including proposal questions and any required attachments
o Assemble Project Background and Details: TPA will conduct a detailed informational interview with City staff most involved with each project in order to gain a full understanding of the project background and scope details necessary for developing the grant proposal and addressing all application questions. o Coordinate Technical Project Details: For technical application components such as site plans, detailed cost estimates, project timelines, engineering plans, and costbenefit analyses, TPA will coordinate with City staff to compile all necessary attachments and ensure consistency across all elements of the application. o Draft Written Proposal: TPA will fully draft all narrative components of the application and, when applicable, will indicate where additional input or project detail from the City could be provided during the proposal review process.
o Incorporate Feedback to Finalize Proposal: Well ahead of the application deadline, TPA will provide the City with a full draft for review and feedback. TPA will incorporate any additional details or revisions provided during this process to finalize the grant application and will obtain City approval for the final version of the application prior to submission.
o Submit Completed Application: TPA will ensure that applications are submitted prior to the deadline, whether the submission is electronic or through hard copies, in accordance with submission instructions for each individual program. For hard copy submissions, TPA will print and package applications according to submission instructions and will ship applications through a reliable carrier service such as FedEx in order to provide the City with tracking and delivery confirmation for the application.
TPA will also obtain a receipt for proof of submission and provide the City with a final copy of all submitted application documents.
o Funding Advocacy: Throughout grant application process TPA will leverage relationships with relevant officials and program officers in various state and federal funding agencies to ensure that City grant applications are aligned with the goals of the specific grant program and that the applications are well-crafted and wellpositioned for funding. • Post-Grant Submittal Advocacy: TPA will frequently contact legislators and agency officials to follow up on the status of a grant application and promote its need and urgency. This will include drafting letters of support after grant submissions and distributing them to legislators for their consideration. In addition, TPA will work with legislators to reach out to individual granting agencies to provide background on City’s projects and convey their support for those projects.
• Post-Award Grant Administration and Compliance: TPA will also assist, as needed, with post-award administration and compliance for all grant applications submitted by TPA on behalf of the City. This assistance will include interacting with granting agencies on behalf of the City, providing support for the drafting and submission of required reports, evaluations, and other tasks related to the successful monitoring of and compliance with the program requirements.
• Comprehensive Follow-Up on Unsuccessful Applications: Despite all best efforts, some grant applications are not selected for funding. In those instances where grant applications are unsuccessful, TPA will work with the relevant state and federal funding agencies to set up in-person or telephone debriefing sessions to discuss the grant applications and how to best revise the grant applications for the next funding round to ensure success. • Provide Monthly Progress Reports: TPA will confer regularly with the City on our activities.
TPA will provide timely electronic monthly reports on the status of all funding activity, such current funding opportunities, current applications, submitted applications, and post-grant submittal advocacy. In addition to written reports, TPA will be available to the City for conference calls, in-person briefings, and meetings.
Consulting Services Agreement between City of Union City and Townsend Public Affairs,