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HomeMy WebLinkAboutCalifornia Strategies and Advocacy LLC; 2017-04-18;AMENDMENT NO. 2 TO EXTEND, AMEND AND RATIFY AGREEMENT FOR STRATEGIC CONSULTING AND ADVOCACY SERVICES CALIFORNIA STRATEGIES & ADVOCACY, LLC This Amendment No. 2 is entered into as of the 2J6f day of --S-~~-A--r------------' 2019, but effective as of the 18th day of April, ing and amending the agreement dated April 18, 2017 (the "Agreement''), by and between tn City of Carlsbad, a municipal corporation ("City"), and California Strategies and Advocacy, LLC ("Contractor") (collectively, the "Parties") for strategic consulting and advocacy services. This amendment also ratifies actions taken by Contractor on behalf of the City during the period between when the Agreement term ended and the execution of this amendment. RECITALS A. On April 18, 2018, the Parties executed Amendment No. 1 to the Agreement to alter the Agreement's scope of work to provide strategic consulting and advocacy services and extend the Agreement for a period of one year; and B. The Agreement, as amended from time to time expired on April 17, 2019, and Contractor continued to work on the services specified therein without the benefit of an agreement; the City wishes to ratify those actions taken on its behalf by Contractor, and C. The Parties desire to alter the Agreement's scope of work to provide advocacy, strategic counsel and government relations assistance, including lobbying and related services in the State Capitol; and D. The Parties desire to extend the Agreement for an additional period of one year; and E. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Contractor's work on behalf of the City taken between April 17, 2019 and the date this amendment is fully executed is hereby ratified by the City. 2. The term of the Agreement is extended for an additional one (1) year. The Agreement term will now go through April 17, 2020. 3 In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 4. The total fee payable for the services to be performed during the extension provided for in this Amendment will not exceed one hundred thousand dollars ($100,000). No other compensation for the services will be allowed except for items covered by subsequent amendments. The City reserves the right to withhold a ten percent (10%) retention until City has City Attorney Approved Version 1/30/13 accepted the work and/or services specified in Exhibit "A". Incremental payments shall be made as outlined in attached Exhibit "A". 5. Contractor will complete all work described in Exhibit "A" by April 17, 2020. 6. All other provisions of the Agreement, as may have been amended from time to time, and not specifically superseded or amended by the terms of this Amendment shall remain in full force and effect. 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 7. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that th ve the legal power, right and actual authority to bind Contractor to the terms and conditio of th amendment. CONTRACTOR James E. Burton, Managing Partner By: (sign here) (print name/title) 0 CARLSBAD, a municipal io of the State of California City Manager or Mayor or Director ATTEST: BARBARA ENGLESON City Clerk 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. APPROVED AS TO FORM: City Attomey Approved Version 1/30/13 2 ::LIU//4)!' ~mey Assistant City Attorney City Attorney Approved Version 1/30/13 3 EXHIBIT"A" SCOPE OF SERVICES AND FEE The City agrees to engage, and Contractor agrees to perform the services described below under this Agreement. Written updates detailing hours spent and work performed shall be submitted to the city manager's office along with invoicing on a monthly basis. Contractor shall present periodic updates to the City Manager and/or City Council upon request. The Basic Scope of Services to be performed by California Strategies & Advocacy, LLC (Contractor) over a one-year period includes: 1. Meet with City to review state budget and policy priorities, and Executive Branch regulatory issues impacting City. 2. Identify, monitor and report on legislation and Executive Branch regulations that align with City's budget, policy and regulatory priorities. 3. With City, develop formal positions and messaging relative to priority legislation and regulations, and develop a government relations and advocacy plan to support, oppose or amend these initiatives. 4. With City, coordinate on priority legislation and regulations with the League of CA Cities and other advocacy organizations that share the City's position on such initiatives. 5. Meet with members of the California Legislature, legislative committee consultants, executives in Executive Branch agencies, departments and commissions, and relevant staff of the Governor's office to advocate City's position on priority legislation and regulations. 6. Schedule and participate in meetings for City in Sacramento with key legislators, committee consultants, and Executive Branch officials regarding priority legislation and regulatory matters. 7. Advocate on City's behalf in legislative hearings, regulatory hearings and with Executive Branch officials. 8. Provide timely verbal and written reports-based on schedules coordinated with City- regarding priority legislation and regulatory matters. 9. Participate in regularly scheduled status calls with City to review priority legislation and regulatory matters. 10. With City, facilitate update and revision of the City's Legislative Platform. 11. Prepare and file all applicable FPPC lobbying documents and reports for the City of Carlsbad. City Attorney Approved Version 1/30/13 4 The Enhanced Scope of Services to be performed by California Strategies & Advocacy, LLC (Contractor) over a one-year period may include: 1. Design and organize public outreach meetings to obtain stakeholder input and to provide timely and effective communications regarding City goals and objectives. 2. Assist the City in sponsoring legislation and advocating for its passage. 3. Assist the City in building local, regional and statewide coalitions and alignment among governmental and non-governmental agencies that support the City's goals, objectives and sponsored legislation. 4. Undertake advocacy on behalf of the City and arrange strategic meetings for City officials to advocate the City's interests with local, regional and state agency staff and elected officials. FEES AND EXPENSES The total cost of services and expenses will not exceed $100,000 annually. • Fees for the Basic Scope of Services will be billed at $5,000 per month. • Fees for the Enhanced Scope of Services will be billed in an amount not to exceed $40,000, in addition to fees billed for the Basic Scope of Services, only for those Enhanced Services which City has requested Contractor to perform in advance and in writing, which shall include a scope of work and fee schedule. City Attorney Approved Version 1/30/13 5 ACORD CERTIFICATE OF LIABILITY INSURANCE I DA TI: (MM/O0/YYYY) ~ 09/05/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($}, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must ba endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certlflcate does not confer rights to the certificate holder In lleu of such endorsement(sl. PRODUCER John A Neu Insurance Serv ~!j,!~CT Jasmine Say 4040 Palos Verdes Drive N fflEN,t P-•·· (310)515-0382 I ff!. ... ,.c310J802-Ss65 Suite 107 !~.!!: ••. Jasmlne@neu4lns.com Rolling HIiis Estates CA 90274-'""' •R•_,,., Afl'O--··· ---... .,, . ........... Sentinel Insurance Company 11000 INSURED ,., ... u .. a. Hartford Accident & Indemnity Company 122357 California Strategies LLC oueua~a,, .National UnlonFire lnsCo of PillsburghPA 19445 980 Ninth Street, Suite 2000 la.ll!IIBl!Dn• Sacramento CA 95814-IU ... IDl!DI:"• I .. RIIH"f'• COVERAGES · CERTIACATE NUMBER· REVISION NUMBER· 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 CONDmONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I~~ TYPB OF IHSURANC& ADOL luoA• su .... ,, .. _ Dnl ll""V UIIUDCD POUCY EP1' POLICY EXP LIMITS A X COMMERCIAL GENERAL UABJUTY X 72 SBA B84690 SC 09/01/2018 09/01/2019 EACH """U"""""'-" s 1,000,000 -CJ cLA111S:11AOe · 0 occ·uR ,: .. ~~!9rRENTED 1,000,000 '. s -.x . CONTRACTUAL IJABILIT MED EXP ttv,v one nersonl s 10,000 : t--. . ... ' , . ·. PER"....._.' & AfN INJURY s 1,000,000 t-- GEN'l:. ... ~GREGATE LIMIT APPLIES PE~: GEN.JUI Al"J.:REGATE $ 2,000,000 R~cv01fr. DLoc · .. 2,000,000 .. PRODUCTS -COMP.()!>.,..,, s OTHF'I>· · s A AUTOMOBILE LIABILITY 72 SBA B84690 SC P9/01/2018 09/01/2019 ~~~i'!.~.~INGI.E UMrr s 1,000,000 - Nf'fAUTO BODILY INJIJRY (Pot per,on) s t---ALL OWNED SCHEDULED BOOILY INJURY (Por eccldenl) S t--AUTOS -AUTOS X X NON-OWNED rf,.91'~1.::,~AMAGE $ HIRED AUTOS Al.ITC$ s A X UMBR&:LJ..A UAR H OCCUR 72 SBA BB4690 SC 09/01/2018 09/01/2019 CAr'H rvv-, RRENCE s 5,000,000 - EXCESS UAB . CVJMS-MAOE AGGREGATE s 5,000.000 =n I ·I ,. 1·s: 10,000 s B WORKERS COMPENSATION 72WECEU7890 09/01/2018 P9l01/2019 X l~!_t~,-I I ~JH-ANO EMPLOYERS' UABJUTY u AN'f PROPRIETOR/PARTNER/EXECUTIVE E.L EACH -"''"IDENT $ 1,000,000 OFFTCERMEMSER EXCWOEO? N/.A . ' 1,000,000 . , ,(Mind~!j'ljl NH) FI nr<:F'A.<:E • EA EMPLOYEE S If yes de~~~'.-.. -··-. . . _. .. ~ 1,000,000 ,.....,~•··. :.·:•.: .. E.L Ot5C&C:C. DN "'Y IJMJT s C PROFESSIONAL' LIABlLITY 036056536 08/01/2018 08/01/2019 LIMIT OF LIABILITY 4,000,000 .. ~ . .. RETENTION 25,000 DESC~P11ON OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Aclcldonal Retnaru ~le, mav be ltlaohed1' more Ge .. a.,.~ City of Carlsbad is acknowledged as additional insured as per the lerms and conditions of the above eneral Liabi 1ty poficy. CERTIFICATE HOLDER City of Carlsbad · 1200 Carlsbad Village Drive Ca~bad, ~A92P08-1949 ACORD 25 (2014101) CANCELLATION Al 001409 SHOULD ANY Of THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE Willi THE POLICY PROVISIONS. AUTHORIZED R!PRESEHTATIVE The ACORD name and logo are registered marks of ACORD ✓ ./ (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment'' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permIssIon. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-O)mpleted operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: Page 12 of 24 This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container, (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 If more than one llmlt of Insurance under this policy and any endorsements attached thereto appies to any daim or •suit", the most we will pay under this policy and the endorsements Is the single highest limit of liability of al coverages applcable to such claim or •suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits r:l lnSll"Bnce of this Coverage Part apply separately to each consecutlw annual per1od and to any remaining period of less than 12 months, starting with the beginning r:I the paicy period shown in the Declaatlons, uliess the palcy period Is extended after issuance fa an additional period of less than 12 months. In that case, the additional period wll be deemed part r:I the last preceding period for purposes of determining the Limits c:A Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDmONS 1. Bankn,ptcy Bankruptcy or Insolvency of the Insured or of the insured'& estate will not relieve us of o~ obligations under this Coverage Part. 2. Dutlea In The Event Of Occurrence, Off9n••• Clalm Or Sult L Notice Of Occurnnce Or Off8nH You or any additional Insured must see to it that we are notified as soon as practicable of an •occurrence• or an offense which may result In a claim. To the extent possible, notice should include: (1) How, when ald where the •occurrence• a offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any Injury or damage arising out of the •occurrence• or offense. b. Notice Of Claim If a claim is made or •su1t• is brought against any insured, you or any additional Insured must: (1) Immediately record the specifics of the claim or •suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to It that we receive a wrttten noUce of the dain or •suit· as soon as practicable. c. Aulstance And Cooperation or The lnaured You and any other involved insured must: Fonn SS 00 08 04 05 BUSINESS LIABIUTY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection With the claim or •suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us In the investigation, settlement of the claim or defense against the •suit"; and (4) Assist us, upon our request, In the enforcement of any right against any person or organization that may be liable to the Insured because of Injury or damage to which this insurance may also apply. cl. Obllgatlona At The ln•ured"• Own Coat No instnd wll, except at that imuad's own oost. vaunaty make a payment, 8SSlm8 any obligation, a incur 911y expense, other than for first aid, without our consait. •· Addltlonal lnaurecra Other lnaurance If we cover a daim or •suit" under this Coverage Part that may also be covered by other Insurance avalable to an additional insured, such additional insured must submit such claim or •suit" to the oCher Insurer for defense and lndermlty. However, this provision does not apply to the ax1ent that you have agreed in a written contract, written agreement or permit that this Insurance is primary and non-contributory with the additional lnsured's own Insurance. f. Knowledge Of An Occurrence, Olf8nse, Claim Or Sult Paragraphs L and b. apply to you or to any additional insured only when such •occurrence•, offense, claim or •suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, If you or an additional insured is a partnership; (3) Any manager, if you or an additional Insured Is a limited llabllty company; (4) Any •executive officer-or Insurance manager, if you or an additional Insured Is a corporaUon; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, If you or an additional insured is a political subdivision or public entity. Page 15of24 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and w-as not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 COMMON POLICY CONDITIONS All coverages of this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 5 days before the effective date of cancellation if any one of the following conditions exists at any building that is Covered Property in this policy: (1) The building has been vacant or unoccupied 60 or more consecutive days. This does not apply to: (a) Seasonalunoccupancy;or (b) Buildings in the course of construction, renovation or addition. Buildings with 65% or more of the rental units or floor area vacant or unoccupied are considered unoccupied under this provision. (2) After damage by a Covered Cause of Loss, permanent repairs to the building: (a) Have not started; and (b) Have not been contracted for, within 30 days of initial payment of loss. (3) The building has: (a) An outstanding order to vacate; (b) An outstanding demolition order; or (c) Been declared unsafe by governmental authority. (4) Fixed and salvageable items have been or are being removed from the building and are not being replaced. This does not apply to such removal that is necessary or incidental to any renovation or remodeling. Form SS 00 05 10 08 (5) Failure to: (a) Furnish necessary heat, water, sewer service or electricity for 30 consecutive days or more, except during a period of seasonal unoccupancy; or (b) Pay property taxes that are owing and have been outstanding for more than one year following the date due, except that this provision will not apply where you are in a bona fide dispute with the taxing authority regarding payment of such taxes. b. 10 days before the effective date of cancellation if we cancel for nonpayment of premium. c. 30 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named lnsured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is canceled, we will send the first Named Insured any premium refund due. Such refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. Page 1 of 3 © 2008, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission) AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR STRATEGIC CONSULTING AND ADVOCACY SERVICES CALIFORNIA STRATEGIES & ADVOCACY, LLC This Amendment No. 1 is entered into and effective as of the 18th day of April, 2018, extending and amending the agreement dated April 18, 2018, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"}, and CALIFORNIA STRATEGIES & ADVOCACY, LLC, a California Limited Liability Corporation, ("Contractor") (collectively, the "Parties") for strategic consulting and advocacy services. RECITALS A. On April 18, 2017, the Parties executed the Agreement; and B. The Parties desire to alter the Agreement's scope of work to provide strategic consulting and advocacy services; and C. The Parties desire to extend the Agreement for a period of one year; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In -addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed ONE HUNDRED THOUSAND dollars ($100,000). 2. The total fee payable for the services to be performed during the extension provided for in this Amendment will be on hundred thousand dollars ($100,000). No other compensation for the services will be allowed except for items covered by subsequent amendments. The City reserves the right to withhold a tern percent (10%) retention until City has accepted the work and/or services specified in Exhibit "A". Incremental payments shall be made as outlined in attached Exhibit "A". 3. Contractor will complete all work described in Exhibit "A" by April 17, 2019. 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill City Attorney Approved Version 1/30/13 7. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By~£~ (sign here) James E. Burton, Managing Partner (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: ~ i~nkffLM JL. BARBARA ENGLEsoN u'°'-- City Clerk 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. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: __.__...d--"-"'--~~~ <l _ Assistant City Attorney City Attorney Approved Version 1/30/13 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE The City agrees to engage, and Contractor agrees to perform the services described below for projects assigned to Contractor under this Agreement. Written updates detailing hours spent and work performed shall be submitted to the city manager's office along with invoicing on a monthly basis. Contractor shall present periodic updates to the City Manager and/or City Council upon request. The Basic Scope of Services to be performed by California Strategies & Advocacy, LLC (Contractor) over a one year period includes: 1. Conduct site visits and briefing sessions with City staff and elected officials to gather feedback and develop an in depth understanding of City goals and objectives. 2. Work in partnership with City staff, consultants and Council, including participation in strategic planning meetings and phone calls, to ensure timely and coordinated efforts to effectively communicate and advance City goals and objectives. 3. Advise the City on strategy development and implementation to successfully advance City goals and objectives. 4. Troubleshoot and advise the City in efforts to resolve emerging issues and/or challenges. 5. Advise the City on matters before local, regional and state agencies, boards and commissions that are of interest to the City, including but not limited to: land use planning and coastal development, transportation planning and municipal infrastructure, technology and innovation, water, energy, the environment and education. 6. Assist in preparing and reviewing written materials and presentations, drafting position papers, fact sheets, advocacy collateral, meeting testimony, letters to the editor, op- eds, speeches and similar materials, and coordinating timely and effective communications to advance City goals and objectives. 7. Assist in identifying and securing grants and other funding to support City goals and objectives. 8. Prepare and file all applicable FPPC lobbying documents and reports for the City of Carlsbad. The Enhanced Scope of Services to be performed by California Strategies & Advocacy, LLC (Contractor) over a one year period may include: 1. Design and organize public outreach meetings to obtain stakeholder input and to provide timely and effective communications regarding City goals and objectives. 2. Assist the City in building local, regional and statewide coalitions and alignment among governmental and non-governmental agencies that support the City's goals and objectives. 3. Attend and present testimony, and assist City officials in preparing and presenting testimony in support of City goals and objectives at hearings before local, regional and state boards and commissions, including but not limited to: the State Water Resources City Attorney Approved Version 1 /30/13 3 Control Board, San Diego Association of Governments (SANDAG), North County Transit District (NCTD), and the California Coastal Commission. 4. Undertake advocacy on behalf of the City, and arrange strategic meetings for City officials to advocate the City's interests with local, regional and state agency staff and elected officials. 5. Leverage existing relationships and develop new relationships to advance City goals and objectives within local, regional and state agencies, including but not limited to: California State Parks, California Department of Transportation (Caltrans), San Diego Association of Governments (SANDAG), and North County Transit District (NCTD). 6. Leverage existing relationships and develop new relationships to advance City goals and objectives within governmental and non-governmental associations, such as: the League of California Cities, the California Special Districts Association, the California State Association of Counties and the American Planning Association. FEES AND EXPENSES The total cost of services and expenses will not exceed $100,000 annually. • Fees for the Basic Scope of Services will be billed at $5,000 per month. • Fees for the Enhanced Scope of Services will be billed in an amount not to exceed $40,000, in addition to fees billed for the Basic Scope of Services, only for those Enhanced Services which City has requested Contractor to perform in advance and in writing, which shall include a scope of work and fee schedule. City Attorney Approved Version 1/30/13 4 ACORD CERTIFICATE OF LIABILITY INSURANCE I DA TE IMM/DDIYYYV) ~-04/09/2018 THS 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 BElWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy{ies) must be endorsed. If SUBROGATION IS WAIVED, subjectto the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights 11> the certificate holder in lieu of such endorsementfsl. PRODUCER John A Neu Insurance Serv CONTACT "AUC, 4040 Palos Verdes Drive N !'./\2N,t -.,, (310)515-0382 I ff.~ ... (310)802-6565 Suite 107 E-MAIL AnnDecc. Rolling Hills Estates CA 90274-INSURERIS' ACFORDING CQUC:DAGE ... ,,,# INSUR"'" •. Sentinel Insurance Company 11000 INSURED ,.,c1,cec ".Hartford Accident & Indemnity Company 22357 Galifornia Strategies LLC '""''""'" c ,National UnionFire Insco of PittsburghPA 19445 980 Ninth Street, Suite 2000 OU~HDCD fl• Sacramento CA 95814-INSlJDec ,a. INSUDC:C F • COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FDR THE POLICY PERIOD INDICATED. NOlVVITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO Vv'HICH 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 SHOll'vN MAY HAVE BEEN REDUCED BY PAID a.AIMS. IN.!![{ TYPE OF INSURANCE ~~P: ,~.I!.~ an, ,rv ,n-aca POLICYEFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY X 72SBAAE6145 07/01/2017 Kl9/01/2018 EACH OCCURRENCE s 1,000,000 -~ CLAIMS-MADE [!] OCCUR DAMAGE TO RENTED no~•••r--t:!c-n:111. .......,,_ ............ , • 1,000,000 X CONTRACTUAL UABILIT MED EXP IAllv one oerson\ s 10,000 --PERSONAL & AllV INJURY ~ 1,000,000 Rt AGGREGATE LIUIT APPLIES PER: GENERAL AGGREGATE s 2,000,000 DPRO-D s 2,000,000 POLICY JECT LOC PRODUCTS• COMP/OP AGG OTHFR· $ A AUTOMOBILE LIABILITY -72SBAAE6145 07/01/2017 K:)9/01/2018 ~c:~~Bll'!,~~.;llNGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ -AUTOS r--AUTOS X HIRED AUTOS X NON-OWNED ~9~~..\'lI'!'..PAMAGE $ AUTOS $ A X UMBRELLA LIAB H OCCUR 72SBAAE6145 07/01/2017 09/01/2018 EACH OCCURRENCE $ 5,000,000 -EXCESSLIAB CLAIMS-MADE AGr.RFr.ATF s 5,000,000 nc:n I I t 10,000 $ B WORKERS COMPENSATION 72WECEU7890 09/01/2017 P9/01/2018 X I !'.~~T,iTC: I I gJH-AND EMPLOYERS' LIABILITY LJ 1,000,000 ANY PROPRIETORIPARTNERIEXecuTIVE E.L. EACH ACCIDENT $ OFACEIWEMBER EXQ.UDED? NIA 1,000,000 (Mandatory In NH) E.L DISEASE -EA EMPL nv~c: S 1fyes,des~~!~1~---·-· h-·-· E.L. DISEASE-POLICY LIMIT $ 1,000,000 C PROFESSIONAL LIABILITY 022176801 02/04/2017 08/01/2018 LIMIT OF LIABILITY 4,000,000 RETENTION 25,000 DESCRIPTION OF OPERATIONS/ LOCAllONS/ VEHICLES (ACORD 101, AddiHcnal Remarks Schedule, may b• attaohod if more G,ace lo r11C1ulracll City of Carlsbad is acknowledged as additional insured as per the terms and conditions of the above eneral liabi ity policy. CERTIFICATE HOLDER City of cartsbad 1200 Garlsbad Village Drive Carlsbad, CA 92008-1949 ACORD 26 (2014/01) CANCELLATION AI001409 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DAlE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I J POLICY NUMBER: 72 SBA AE6145 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -PERSON-ORGANIZATION LOC 001 BLDG 001 CITY OF CARLSBAD - 1200 CARLSBAD VILLAGE DRIVE CARLSBAD, CA 92008-1949 Form IH 12 00 11 85 T SEQ. NO. 003 Printed in U.S.A. Page 001 Process Date: 04/20/17 Expiration Date: 07 /01/18 AGREEMENT FOR STRATEGIC CONSULTING AND ADVOCACY SERVICES CALIFORNIA STRATEGIES & ADVOCACY, LLC aTHIS AGREEMENT is made and entered into as of the / c;?fh day of ~~, ; Q , 20fl., by and between the CITY OF CARLSBAD, a municipal corporat n, ("C1ty"), and CALIFORNIA STRATEGIES & ADVOCACY, LLC, a Cahforma L1m1ted Liability Corporation ("Contractor"). RECITALS A. City requires the professional services of a strategic consulting and advocacy firm that is experienced in developing and executing strategies for obtaining regulatory approvals and project funding, primarily from regional and state agencies. B. Contractor has the necessary experience in providing professional services, strategic advice and legislative advocacy related to matters that may be of interest to the City, including but not limited to: land use planning and coastal development, transportation planning and municipal infrastructure, technology and innovation, water, energy, the environment and education. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. • 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one year periods or parts thereof in an amount not to exceed one hundred thousand dollars ($100,000). Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed one hundred thousand dollars ($1 00,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed one hundred thousand dollars ($100,000) City Attorney Approved Version 4/1/15 per Agreement year. The City reserves the right to withhold a ten percent (1 0%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may City Attorney Approved Version 4/1/15 2 arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 1 0.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1 ,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1 ,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. City Attorney Approved Version 4/1/15 3 1 0.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Kevin Crawford Title City Manager Department City Manager's Office City of Carlsbad Address 1200 Carlsbad Village Drive Carlsbad, CA 92008 Phone No. 760-434-2820 4 For Contractor Name Ben Haddad Title Principal Address 2488 Historic Decatur Rd., Suite 220 San Diego, CA 92106 Phone No. 619-546-7451 Email benh@ calstrat.com City Attorney Approved Version 4/1/15 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the percentage of work that Contractor has performed in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work City Attorney Approved Version 4/1/15 5 performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will 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 these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 4/1/15 6 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CALIFORNIA STRATEGIES & ADVOCACY, LLC, a California limited liability company S E. BURTON Managing Partner (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California City Manager ATTEST: \ baAa £n1J1L_; I~ BARBARA ENGLESON O<.r'-- City Clerk 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. APPROVED AS TO FORM: City Attorney Approved Version 4/1/15 7 EXHIBIT "A" SCOPE OF SERVICES The City agrees to engage, and Contractor agrees to perform the services described below for projects assigned to Contractor under this Agreement. Written updates detailing hours spent and work performed shall be submitted to the city manager's office along with invoicing on a monthly basis. Contractor shall present periodic updates to the City Manager and/or City Council upon request. The Basic Scope of Services to be performed by California Strategies & Advocacy, LLC (Contractor) over a one year period includes: 1. Conduct site visits and briefing sessions with City staff and elected officials to gather feedback and develop an in depth understanding of City goals and objectives. 2. Work in partnership with City staff, consultants and Council, including participation in strategic planning meetings and phone calls, to ensure timely and coordinated efforts to effectively communicate and advance City goals and objectives. 3. Advise the City on strategy development and implementation to successfully advance City goals and objectives. 4. Troubleshoot and advise the City in efforts to resolve emerging issues and/or challenges. 5. Advise the City on matters before local, regional and state agencies, boards and commissions that are of interest to the City, including but not limited to: land use planning and coastal development, transportation planning and municipal infrastructure, technology and innovation, water, energy, the environment and education. 6. Assist in preparing and reviewing written materials and presentations, drafting position papers, fact sheets, advocacy collateral, meeting testimony, letters to the editor, op- eds, speeches and similar materials, and coordinating timely and effective communications to advance City goals and objectives. 7. Assist in identifying and securing grants and other funding to support City goals and objectives. 8. Prepare and file all applicable FPPC lobbying documents and reports for the City of Carlsbad. The Enhanced Scope of Services to be performed by California Strategies & Advocacy, LLC (Contractor) over a one year period may include: 1. Design and organize public outreach meetings to obtain stakeholder input and to provide timely and effective communications regarding City goals and objectives. 2. Assist the City in building local, regional and statewide coalitions and alignment among governmental and non-governmental agencies that support the City's goals and objectives. 3. Attend and present testimony, and assist City officials in preparing and presenting testimony in support of City goals and objectives at hearings before local, regional and state boards and commissions, including but not limited to: the State Water Resources City Attorney Approved Version 4/1/15 8 Control Board, San Diego Association of Governments (SANDAG}, North County Transit District (NCTD}, and the California Coastal Commission. 4. Undertake advocacy on behalf of the City, and arrange strategic meetings for City officials to advocate the City's interests with local, regional and state agency staff and elected officials. 5. Leverage existing relationships and develop new relationships to advance City goals and objectives within local, regional and state agencies, including but not limited to: California State Parks, California Department of Transportation (Caltrans}, San Diego Association of Governments (SANDAG), ·and North County Transit District (NCTD). 6. Leverage existing relationships and develop new relationships to advance City goals and objectives within governmental and non-governmental associations, such as: the League of California Cities, the California Special Districts Association, the California State Association of Counties and the American Planning Association. FEES AND EXPENSES The total cost of services and expenses will not exceed $100,000 annually. • Fees for the Basic Scope of Services will be billed at $5,000 per month. • Fees for the Enhanced Scope of Services will be billed in an amount not to exceed $40,000, in addition to fees billed for the Basic Scope of Services, only for those Enhanced Services which City has requested Contractor to perform in advance and in writing, which shall include a scope of work and fee schedule.:. City Attorney Approved Version 4/1/15 9