HomeMy Public PortalAbout2017.010 (01-17-17)EXHIBIT A
SCOPE OF SERVICES
LEGISLATIVE SERVICES
The CITY is entering into this Agreement with CONSULTANT to provide legislative
services on behalf of the CITY. Such services include, but are not limited to, notifying staff of
pertinent changes in State law that may impact the CITY; work and arrange meetings with our
legislative representatives, special district officials, private sector partnerships and any other public
entity representatives; as well as engage with members of the State Legislature in order to advocate
for the CITY's positions and interests on various legislative issues and grant opportunities.
Specific legislative services to be fulfilled by CONSULTANT as desired by the CITY
include those listed below. The list is not all-inclusive, and may be changed at any time as authorized
by the City Council or its Designee.
A. Pursue legislation and lobby State officials that will allow the City the opportunity
to purchase the Lynwood Armory.
B. Community Development - Pursue legislation in the post- redevelopment era
that will assist and give cities the tools to spur economic development,
affordable housing projects, environmental remediation and community
revitalization.
In addition to the above:
1. CONSULTANT shall prepare any bill language for legislative initiatives including bills
as necessary and/or identify appropriate legislative or administrative vehicles (i.e. spot
bills, budget/trailer bills, discretionary action at an agency level, etc.) to carry out the
CITY's objectives.
2. CONSULTANT shall, in accordance with the highest legal, ethical and professional
standards, provide representation, information, and advice to the CITY regarding the
CITY's objectives, as well as advocate for such matters in obtaining favorable decisions
and outcomes in the legislative or executive branches of the State government and/or any
other governing boards of any public agency.
3. CONSULTANT shall provide briefing and analysis on pending and proposed legislation,
policies and decisions by other local, regional, county, and State agencies that may affect
the CITY.
4. CONSULTANT shall arrange appointments, as requested, for the Mayor, City Council
and relevant City staff with appropriate State officials, including various departments and
agencies. Personal attendance by CONSULTANT shall be provided as such meetings.
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5. CONSULTANT shall provide briefing and analysis to City staff on all accomplishments
and lobbying strategies on a regular basis. CONSULTANT shall meet and confer with
staff at least once a month, on the last Wednesday of every month.
6. CONSULTANT shall represent the CITY in meetings or hearings with the State, regional
or local agencies, boards, commissions, committees and other legislative bodies, as well
as testify on behalf of the CITY as requested.
7. CONSULTANT shall provide the CITY a Year -End Report on all legislative
accomplishments performed by lobbyist during the term of the Agreement.
8. CONSULTANT shall provide the CITY with a Quarterly Report on all legislative and
legal efforts performed by lobbyist during the term of the Agreement.
9. CONSULTANT shall meet with City staff on a periodic basis and provide information of
benefit.
10. CONSULTANT shall complete and file in a timely fashion all forms and reports
required of lobbyists and lobbyist employers by the State and other relevant
jurisdictions. Any penalties, fees, or charges related to untimely filing or completion of
said reports shall be the sole responsibility of CONSULTANT except in cases where
CITY is responsible for not responding to CONSULTANT'S request for execution of
pertinent documentation.
SPECIAL LEGAL SERVICES
CONSULTANT is an attorney licensed to practice law in the State of California, and is the
principal of the law firm of Leal & Trejo (the "Law Firm"). As such, the Law Firm is under the
exclusive control of CONSULTANT and CONSULTANT wishes to offer legal services to CITY
through the Law Firm, and the CITY wishes, on specific projects and issues as may be identified by the
CITY through direction from the City Council and/or the City Attorney, to avail itself of the
opportunity to use the Law Firm for legal services. In light of the foregoing and to complement the
legislative advocacy services, CONSULTANT agrees to provide legal services to CITY on the
following terms and conditions:
Billing rates for services rendered by the Law Firm shall be as follows:
Partners: $210/hr
Senior Attorneys: $190/hr
Junior Attorneys: $170/hr
Law Clerk/Paralegal: $130/hr
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CITY shall reimburse the Law Firm for costs advanced in connection with performing legal services
under this Agreement. Such costs shall include printing and copying expenses, costs for investigators
or other experts, computer research, facsimile transmission, extraordinary travel expenses, parking
charges, messenger and express delivery, and similar costs relating to legal services that are
generally chargeable to a client. No individual cost in excess of $1,000.00 shall be incurred without
the approval of the City Manager or his/her designee.
CONSULTANT shall submit a separate monthly bill describing all legal services performed
during the preceding calendar month. All services shall be billed on an hourly basis, shall be in detail
sufficient to identify the work performed and the charges for the same. The CITY shall review the
monthly statement and pay for services rendered and costs incurred, in the CITY's regular course of
business.
Conflict of Interest. Consultant is an attorney licensed to practice law in the State of
California, and is the principal of the law firm of Leal & Trejo (the "Law Firm"). Currently, the Law
Firm is Interim General Counsel for the Water Replenishment District ("WRD"). Under applicable
rules of professional conduct, a law firm owes each of its clients a duty of loyalty, which would
normally preclude any attorney within the firm from undertaking a representation adverse to any client
of the firm without the affected client's informed consent. Other rules generally prohibit a firm from
undertaking any representation involving an actual or potential conflict of interest without the
informed consent of all affected parties. Such a situation exists whenever a firm represents two clients
simultaneously in the same or similar transaction but their interests are actually or potentially adverse.
By signing this contract, the City acknowledges that it is aware that in certain matters that may arise
between the City of Lynwood and the WRD, the Law Firm may have a conflict and will not handle a
matter for the City that would create a conflict of interest.
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EXHIBIT B
GENERAL TERMS AND CONDITIONS
1. Status as Independent Contractor.
A. Consultant is, and shall at all times remain as to City, a wholly independent
contractor. Consultant shall have no power to incur any debt, obligation, or liability on
behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its
agents shall have control over the conduct of Consultant or any of Consultant's
employees, except as set forth in this Agreement. Consultant shall not, at any time, or
in any manner, represent that it or any of its agents or employees are in any manner
agents or employees of City.
B. Consultant agrees to pay all required taxes on amounts paid to Consultant
under this Agreement, and to indemnify and hold City harmless from any and all taxes,
assessments, penalties, and interest asserted against City by reason of the
independent contractor relationship created by this Agreement. In the event that City is
audited by any Federal or State agency regarding the independent contractor status of
Consultant and the audit in any way fails to sustain the validity of a wholly independent
contractor relationship between City and Consultant, then Consultant agrees to
reimburse City for all costs, including accounting and attorney's fees, arising out of such
audit and any appeals relating thereto.
C. Consultant shall fully comply with the workers' compensation law regarding
Consultant and Consultant's employees. Consultant further agrees to indemnify and
hold City harmless from any failure of Consultant to comply with applicable worker's
compensation laws. City shall have the right to offset against the amount of any fees
due to Consultant under this Agreement any amount due to City from Consultant as a
result of Consultant's failure to promptly pay to City any reimbursement or
indemnification arising under this Section 1.
D. Consultant represents the City, and the City relies on Consultant's
representations, that Consultant shall serve solely in the capacity of an independent
contractor to the City. Neither the City nor any of its agents will have control over the
conduct of the Consultant or any of the Consultant's employees, except as otherwise
set forth in the Agreement. Consultant may not, at any time or in any manner,
represent that it or any of its agents or employees are in any manner agents or
employees of the City. The City has no duty, obligation, or responsibility to the
Consultant's agents or employees, including the Affordable Care Act coverage
requirements. The Consultant is solely responsible for any tax penalties associated
with the failure to offer affordable coverage to its agents and employees under the
Affordable Care Act with respect to the Consultant's agents and employees.
Consultant warrants and represents that the City will not be responsible and will not
be held liable for issues related to the Consultant's status as an independent
contractor, including Consultant's failure to comply with the Consultant's duties,
obligations, and responsibilities under the Affordable Care Act. Consultant agrees to
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defend, indemnify, and hold the City harmless for any and all taxes, claims, and
penalties against the City related to the Consultant's obligations under the Affordable
Care Act.
2. Standard of Performance and City Responsibilities
A. Consultant shall perform all work to the highest professional standards and in
a manner reasonably satisfactory to the City Manager or his/her designee. The City
Manager or his/her designee may from time to time assign additional or different tasks
or services to Consultant, provided such tasks are within the scope of services
described in Exhibit A. However, no additional or different tasks or services shall be
performed by Consultant other than those specified in Exhibit A, or those so assigned
in writing to Consultant by the City Manager or his/her designee.
B. The Department of Finance and Administration shall, until further notice to
Consultant, administer this Agreement and provide for immediate supervision of
Consultant with respect to the services to be provided hereunder.
3. Indemnification.
A. Consultant is skilled in the professional calling necessary to perform the
services and duties agreed to be performed under this Agreement, and City is relying
upon the skill and knowledge of Consultant to perform said services and duties.
Due to the specific nature of the services being provided by the Consultant, the
Consultant does not represent nor warrant specific outcomes or results from
Consultant's efforts on behalf of City.
B. City and its respective elected and appointed boards, officials, officers,
agents, employees and volunteers (individually and collectively, "Indemnitees") shall
have no liability to Consultant or any other person for, and Consultant shall
indemnify, defend, protect and hold harmless Indemnitees from and against, any and
all liabilities, claims, actions, causes of action, proceedings, suits, damages,
judgments, liens, levies, costs and expenses of whatever nature, including
reasonable attorneys' fees and disbursements (collectively "Claims"), which
Indemnitees may suffer or incur or to which Indemnitees may become subject by
reason of or arising out of any injury to or death of any person(s), damage to
property, loss of use of property, economic loss or other loss occurring as a result of
the Consultant's negligence.
Except for liability arising from the gross negligence of Consultant, its employees,
contractors, subcontractors or agents, liability of Consultant to City with regard to all
work and services performed or provided by Consultant for City under this Agreement,
including but not limited to any loss, injury, damage, claim, lawsuit, cost, expense,
attorneys' fees, litigation costs, or any other cost arising out of or in any way related to
the performance of this Agreement, shall be limited to the total fee actually paid by City
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to Consultant under the applicable Proposed Scope of Work. Under no circumstances
shall Consultant have any liability to City in excess of the amount of such fees or
compensation, unless such liability arises out of the gross negligence of Consultant, its
employees, contractors, subcontractors or agents. City acknowledges and agrees that
but for the above limitation of liability, Consultant would not be able to provide the
services for City under this Agreement for the prices applicable to the Agreement, and
that this limitation of liability is reasonable.
C. Consultant agrees to obtain executed indemnity agreements with
provisions identical to those set forth in this Section from each and every
subcontractor, subconsultant or any other person or entity involved by, for, with or on
behalf of Consultant in the performance of this Agreement. In the event Consultant
fails to obtain such indemnity obligations from others as required in this Section,
Consultant agrees to be fully responsible according to the terms of this Section.
Failure of the City to monitor compliance with these requirements imposes no
additional obligations on City and will in no way act as a waiver of any rights
hereunder. This obligation to indemnify and defend Indemnitees as set forth herein
shall survive the termination of this Agreement and is in addition to any rights which
City may have under the law. This indemnity is effective without reference to the
existence or applicability of any insurance coverages which may have been required
under this Agreement or any additional insured endorsements which may extend to
City.
4. Insurance.
A. Without limiting Consultant's indemnification of Indemnitees pursuant to
Section 3 of this Agreement, Consultant shall obtain and provide and maintain at its
own expense during the term of this Agreement the types and amounts of insurance
as described below:
(i) Commercial General Liability Insurance using Insurance Services Office
Commercial General Liability form CG 00 01 or the exact equivalent. Defense
costs must be paid in addition to limits. There shall be no cross liability
exclusion for claims or suits by one insured against another. Limits shall be no
less than $1,000,000 per occurrence for all covered losses and no less than
$2,000,000 general aggregate.
(ii) Business Auto Coverage on ISO Business Auto Coverage form CA 00 01
including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less
than 1,000,000 per accident, combined single limit. If consultant owns no
vehicles, this requirement may be satisfied by a non -owned auto endorsement to
the general liability policy described in the preceding subsection. If Consultant or
Consultant's employees will use personal autos in any way on this project,
Consultant shall provide evidence of personal auto liability coverage for each
such person.
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(iii) If required by California law, Workers' Compensation insurance on a state
approved policy form providing statutory benefits as required by law with
employer's liability limits no less than $1,000,000 per accident for all covered
losses;
(iv) Professional Liability or Errors and Omissions Insurance as appropriate to
the profession, written on a policy form coverage specifically designed to protect
against acts, errors or omissions of the consultant and "Covered Professional
Services" as designated in the policy must specifically include work performed
under this Agreement. The policy limit shall be not less than $1,000,000 per
claim and in the aggregate. The policy must "pay on behalf of the insured and
must include a provision establishing the insurer's duty to defend. The policy
retroactive date shall be on or before the effective date of this Agreement.
B. City, its officers, officials, employees and volunteers shall be named as
additional insureds on the policy(ies) as to commercial general liability and automotive
liability.
C. All insurance procured pursuant to these requirements shall be written by
insurers that are admitted carriers in the state of California with a Best's rating of no less
than A:VII.
D. All insurance policies shall provide that the insurance coverage shall not be
non -renewed, canceled, reduced, or otherwise modified (except through the addition of
additional insureds to the policy) by the insurance carrier without the insurance carrier
giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice
shall be submitted to CITY via certified mail, return receipt requested, addressed to
"Risk Manager," City of Lynwood, 11330 Bullis Road, Lynwood, California, 90262.
Consultant agrees that it will not cancel, reduce or otherwise modify said insurance
coverage.
E. Consultant shall submit to City (i) insurance certificates indicating compliance
with the minimum worker's compensation insurance requirements above, and (ii)
insurance policy endorsements indicating compliance with all other minimum insurance
requirements above, not less than one (1) day prior to beginning of performance under
this Agreement. Endorsements shall be executed on City's appropriate standard forms
entitled "Additional Insured Endorsement".
F. The Consultant's insurance shall be primary as respects the City, its
officers, officials, employees and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, employees and volunteers shall be
excess of the Consultant's insurance and shall not contribute with it.
G. Consultant agrees that if it does not keep the aforesaid insurance in full force
and effect, and such insurance is available at a reasonable cost, City may take out the
necessary insurance and pay the premium thereon, and the repayment thereof shall be
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deemed an obligation of Consultant and the cost of such insurance may be deducted,
at the option of City, from payments due Consultant.
5. Confidentiality. Consultant in the course of its duties may have access to
confidential data of City, private individuals, or employees of the City. Consultant
covenants that all data, documents, discussion, or other information developed or
received by Consultant or provided for performance of this Agreement are deemed
confidential and shall not be disclosed by Consultant without written authorization by
City. City shall grant such authorization if disclosure is required by law. All City data
shall be returned to City upon the termination of this Agreement. Consultant's covenant
under this section shall survive the termination of this Agreement.
6. Ownership of Work Product. All reports, documents or other written material
developed by Consultant in the performance of this Agreement shall be and remain the
property of City without restriction or limitation upon its use or dissemination by City.
Such material shall not be the subject of a copyright application by Consultant. The
provisions of this paragraph shall not apply to computerized claim forms and other
proprietary software and materials (the "Consultant Proprietary Materials"), which are
solely owned by Consultant. Such Consultant Proprietary Materials shall be clearly
marked, designated or labeled by Consultant, and City agrees not to use or distribute
any such Consultant Proprietary Materials without written permission of Consultant.
7. Conflict of Interest.
A. Consultant covenants that it presently has no interest and shall not acquire
any interest, direct or indirect, which may be affected by the services to be performed
by Consultant under this Agreement, or which would conflict in any manner with the
performance of its services hereunder. Consultant further covenants that, in
performance of this Agreement, no person having any such interest shall be employed
by it. Furthermore, Consultant shall avoid the appearance of having any interest which
would conflict in any manner with the performance of its services pursuant to this
Agreement.
B. Consultant covenants not to give or receive any compensation, monetary or
otherwise, to or from the ultimate vendor(s) of services to City as a result of the
performance of this Agreement, or the services that may be procured by the City as a
result of the recommendations made by Consultant. Consultant's covenant under this
section shall survive the termination of this Agreement.
6. Termination. Notwithstanding any other provision, this Agreement may be duly
terminated at any time by the City at its sole discretion with or without cause. Unless
expressly agreed upon in writing by the City, the City shall not be obligated to pay for
any services rendered nor any costs or expenses paid or incurred after the date of
termination. The effective date of termination shall be upon the date specified in the
written Notice of Termination. Consultant agrees that in the event of such termination,
City's obligation to pay Consultant shall be limited to payment only for those services
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satisfactorily rendered prior to the effective date of termination. Immediately upon
receiving written notice of termination, Consultant shall discontinue performing services,
preserve the product of the services and upon payment for services, turn over to City
the product of the services in accordance with written instructions of City. Consultant
may also at any time suspend, terminate or abandon this agreement by providing
written notice of such to the City at least seven (7) days in advance of the effective date
of termination of this agreement. Consultant shall be compensated to actual costs that
were incurred and work performed as of the effective date of such notice.
9. Personnel. Consultant represents that it has, or will secure at its own expense,
all personnel required to perform the services under this Agreement. All of the services
required under this Agreement will be performed by Consultant or under its supervision,
and all personnel engaged in the work shall be qualified to perform such services.
Consultant reserves the right to determine the assignment of its own employees to the
performance of Consultant's services under this Agreement, but City reserves the right,
for good cause, to require Consultant to exclude any employee from performing
services on City's premises.
10. Financial Condition. Prior to entering into this Agreement, Consultant has
submitted documentation acceptable to the City Manager, establishing that it is
financially solvent, such that it can reasonably be expected to perform the services
required by this Agreement. Within thirty (30) days of the first anniversary of the
effective date of this Agreement, and each year thereafter throughout the term of this
Agreement, Consultant shall submit such financial information as may be appropriate to
establish to the satisfaction of the City Manager that Consultant is in at least as sound a
financial position as was the case prior to entering into this Agreement. Financial
information submitted to the City Manager shall be returned to Consultant after review
and shall not be retained by City.
11. Non -Discrimination and Equal Employment Opportunity.
A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital
status, national origin, ancestry, age, physical or mental handicap, medical condition, or
sexual orientation, in the performance of its services and duties pursuant to this
Agreement, and will comply with all rules and regulations of City relating thereto. Such
nondiscrimination shall include but not be limited to the following: employment,
upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship.
B. Consultant will, in all solicitations or advertisements for employees placed by
or on behalf of Consultant state either that it is an equal opportunity employer or that all
qualified applicants will receive consideration for employment without regard to race,
color, creed, religion, sex, marital status, national origin, ancestry, age, physical or
mental handicap, medical condition, or sexual orientation.
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C. Consultant will cause the foregoing provisions to be inserted in all
subcontracts for any work covered by this Agreement except contracts or subcontracts
for standard commercial supplies or raw materials.
12. Assignment. Consultant shall not assign or transfer any interest in this
Agreement nor the performance of any of Consultant's obligations hereunder, without
the prior written consent of City, and any attempt by Consultant to so assign this
Agreement or any rights, duties, or obligations arising hereunder shall be void and of no
effect.
13. Performance Evaluation. For any Agreement in effect for twelve months or
longer, a written annual administrative performance evaluation shall be required within
ninety (90) days of the first anniversary of the effective date of this Agreement, and
each year thereafter throughout the term of this Agreement. The work product required
by this Agreement shall be utilized as the basis for review, and any comments or
complaints received by City during the review period, either orally or in writing, shall be
considered. City shall meet with Consultant prior to preparing the written report. If any
noncompliance with the Agreement is found, City may direct Consultant to correct the
inadequacies, or, in the alternative, may terminate this Agreement as provided herein.
14. Compliance with Laws. Consultant shall keep itself informed of State, Federal
and Local laws, ordinances, codes and regulations which in any manner affect those
employed by it or in any way affect the performance of its service pursuant to this
Agreement. The Consultant shall at all times comply with such laws, ordinances, codes
and regulations. The City, its officers and employees shall not be liable at law or in
equity occasioned by failure of Consultant to comply with this Section.
16. Licenses. At all times during the term of this Agreement, Consultant shall have
in full force and effect all licenses (including a City business license) required of it by law
for performance of the services hereunder.
16. Non Waiver of Terms, Rights and Remedies. Waiver by either party of any
one or more of the conditions of performance under this Agreement shall not be a
waiver of any other condition of performance under this Agreement. In no event shall
the making by City of any payment to Consultant constitute or be construed as a waiver
by City of any breach of covenant, or any default which may then exist on the part of
Consultant, and the making of any such payment by City shall in no way impair or
prejudice any right or remedy available to City with regard to such breach or default.
17. Attorney's Fees. In the event that either party to this Agreement shall
commence any legal or equitable action or proceeding to enforce or interpret the
provisions of this Agreement, the prevailing party in such action or proceeding shall be
entitled to recover its costs of suit, including reasonable attorney's fees and costs,
including costs of expert witnesses and consultants.
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19. Notices. Any notices, bills, invoices, or reports required by this Agreement shall
be deemed received on (a) the day of delivery if delivered by hand during Consultant's
regular business hours or by facsimile before or during Consultant's regular business
hours; or (b) on the third business day following deposit in the United States mail,
postage prepaid, to the addresses heretofore set forth in the Agreement, or to such
other addresses as the parties may, from time to time, designate in writing pursuant to
the provisions of this section.
19. Governing Law. This Agreement shall be interpreted, construed and enforced
in accordance with the laws of the State of California.
20. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be the original, and all of which
together shall constitute one and the same instrument.
21. Severability. If any provision or any part of any provision of this Agreement is
found to be invalid or unenforceable, the balance of this Agreement shall remain in
full force and effect.
22. Entire Agreement. This Agreement, and any other documents incorporated
herein by specific reference, represents the entire and integrated agreement between
Consultant and City. This Agreement supersedes all prior oral or written negotiations,
representations or agreements. This Agreement may not be amended, nor any
provision or breach hereof waived, except in a writing signed by the Parties which
expressly refers to this Agreement. Amendments on behalf of the City will only be valid
if signed by the Mayor and attested by the City Clerk.
23. Authority. The person or persons executing this Agreement on behalf of
Consultant warrants and represents that he/she has the authority to execute this
Agreement on behalf of the Consultant and has the authority to bind Consultant to the
performance of its obligations hereunder.
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