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HomeMy WebLinkAboutCalifornia Public Policy Group Inc; 2024-08-28;1 City Attorney Approved 3/29/2024 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR STATE LOBBYIST AND GOVERNMENT RELATIONS SERVICES THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is made and entered into this _______ day of ___________ 20__, by and between the CITY OF CARLSBAD, a California charter city (“City”), RENNE PUBLIC LAW GROUP, LLP [DBA RENNE PUBLIC POLICY GROUP (RPPG)], a California Limited Liability Partnership (“Assignor”), and CALIFORNIA PUBLIC POLICY GROUP, INC., a California Corporation (“Assignee”), collectively referred to as the “Parties,” and is made with reference to the following facts: RECITALS A. On May 28, 2024, the City and Assignor entered into a Professional Services Agreement concerning State Lobbyist and Government Relations Services (“Agreement”). B. Section 25 of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. C. Assignment and assumption is necessary because Assignor’s interest in the Agreement will be transferred to Assignee under an asset purchase agreement effective close of business on Monday, September 30, 2024. D. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor’s interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth in this Assignment Agreement, the Parties agree as follows: 1. Assignment. Assignor assigns, transfers, and conveys to Assignee all of Assignor’s rights, duties, liabilities, and obligations as set forth in the Agreement. 2. Assumption. Assignee assumes all of Assignor’s rights, duties, liabilities, and obligations as set forth in the Agreement. 3. City Consent. City agrees and consents to the assignment of all of Assignor’s rights, duties, liabilities, and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, and except as to the sole negligence, or willful misconduct of City, Assignee shall defend, indemnify and hold the City, its officials (appointed and elected), officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorney fees, which arise out of or is in any way connected with this Assignment Agreement, notwithstanding that City may have benefitted from this Assignment Agreement. The hold           28th August 24 2 City Attorney Approved 3/29/2024 harmless provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Assignee. The parties expressly agree that this section shall survive the expiration or early termination of this Agreement. 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by the Parties for the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other(s) by United States mail, postage prepaid and addressed as follows: City: City Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: Renne Public Law Group, LLP 350 Sansome Street, Suite 300 San Francisco, CA 94104 Assignee: California Public Policy Group, Inc. 1127 11th Street, Suite 300 Sacramento, CA 95814 4.7 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions of the Assignment Agreement. 4.8 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment           3 City Attorney Approved 3/29/2024 Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part of the provision shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. 4.9 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. ASSIGNOR: Renne Public Law Group, a California Limited Liability Partnership CITY OF CARLSBAD, a municipal corporation of the State of California *By: By: (sign here) Scott Chadwick City Manager Jonathan V. Holtzman Managing Partner **By: (sign here) (print name/title) ATTEST: ASSIGNEE: CALIFORNIA PUBLIC POLICY GROUP, INC. SHERRY FREISINGER City Clerk *By: (sign here) Dane Hutchings President & Secretary **By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups: *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.           4 City Attorney Approved 3/29/2024 APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By:_____________________________ City Attorney           11/19/2024 Calender-Robinson Company, Inc. 0267063 233 Sansome St. Ste 508 San Francisco CA 94104 Carmen Bruce (415) 978-3800 (415) 978-3825 cbruce@calrob.com California Public Policy Group 1127 11th Street Ste 300 Sacramento CA 95814 Ace Fire Underwriters Insurance Company Houston Specialty Insurance Company State Compensation Insurance Fund 35076 CL24102840834 A Y MLBCAF179938842 08/23/2024 08/23/2025 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 A MLBCAF179938842 08/23/2024 08/23/2025 1,000,000 B MLBCAF179938842 10/17/2024 08/23/2025 2,000,000 2,000,000 C 9366736-2024 09/11/2024 09/11/2025 1,000,000 1,000,000 1,000,000 A ERRORS & OMISSIONS - CLAIMS MADE MLBCAF179938842 08/23/2024 08/23/2025 EACH CLAIM $1,000,000 AGGREGATE LIMIT $1,000,000 City of Carlsbad is included as additional insured subject to the policy terms, conditions, and exclusions. City of Carlsbad 1200 Carlsbad Village Dr Carlsbad CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY ACORD® I ~ I X I [8] - - ~ □ □ ...._ -- -...._ X X X ~ I I XI T I □ I ________________________________________ Authorized Representative PF-19806 (02/06) EO Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured California Public Policy Group Endorsement Number PF198060206 Policy Symbol MLB Policy Number MLBCAF179938842 Policy Period 08-23-2024 to 08-23-2025 Effective Date of Endorsement 08-23-2024 Issued By (Name of Insurance Company) ACE Fire Underwriters Insurance Company Additional Insured (Automatic Pursuant to Contract) It is agreed that: 1. Section II, Definitions, subsection I, the definition of Insured, is amended by adding the following: Insured also means any client or customer of the Named Insured, but only if a written contract entered into by the Named Insured specifically requires that such client or customer be added as an additional Insured for professional liability or errors and omissions insurance, and only for Claims (i) first made on or after the effective date of this endorsement and (ii) for vicarious or imputed liability of such client or customer which results from Wrongful Acts committed solely by the Named Insured. The Policy will not provide coverage for any Wrongful Act committed by such client or customer referenced above which is added to this Policy as an additional Insured. 2. Section III, Exclusions, is amended by deleting exclusion E, but solely with respect to Claims asserted by such client or customer referenced above for Wrongful Acts actually or allegedly committed by an Insured in the performance of or failure to perform Professional Services. All other terms and conditions of this Policy remain unchanged.