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Home My WebLink AboutC-1918AMENDMENT NO. 10 TO AGREEMENT FOR FEDERAL LEGISLATIVE ADVOCACY SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND THE FERGUSON GROUP This Amendment No. 10 ( "Amendment No. 10 ") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and The Ferguson Group, LLC, whose principal place of business is in Washington, DC, with respect to that certain Professional Services Agreement between the parties dated December 17, 2002 ( "Agreement "). The parties agree as follows: Pursuant to Section 3.1.2 of the Agreement, the term of the Agreement is amended by deleting December 31, 2012 and by substituting therefore December 31, 2013. 2. All of the terms and provisions of the Agreement riot amended by this Amendment No. 10 are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 10 on the date set forth below. CITY OF ARCADIA By. Dominic Lazza o, City Manager I Rkil�' APPROVED AS TO FORM: , (). i4,e� City Attorney CONSULTANT "The Ferguson Group" By: - , Lk-� The Fergu on Group 1p�-�41 Title Dated: AMENDMENT NO. 9 TO AGREEMENT FOR FEDERAL LEGISLATIVE ADVOCACY SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND THE FERGUSON GROUP This Amendment No. 9 ( "Amendment No. 9 ") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and The Ferguson Group, LLC, whose principal place of business is in Washington, DC, with respect to that certain Professional Services Agreement between the parties dated December 17, 2002 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the term of the Agreement is amended by deieting December 31, 2091 and by substituting theretore December 31, 2012. 2. All of the terms and provisions of the Agreement not amended by this Amendment No. 9 are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 9 on the date set forth below. CITY OF ARCADIA Donald Penman, City Manager Dated:/ 2-6 1 ( city rk I APPROVED AS TO FORM: City Attorney CONSULTANT "The Ferguson G TKe Fergu�VbNroup Title Dated: //00-2 AMENDMENT NO. 8 TO AGREEMENT FOR FEDERAL LEGISLATIVE ADVOCACY SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND THE FERGUSON GROUP This Amendment No. 8 ( "Amendment No. 8 ") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California and The Ferguson Group, LLC, whose principal place of business is in Washington, DC, with respect to that certain Professional Services Agreement between the parties dated December 17, 2002 ( "Agreement'). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the term of the Agreement is amended by deleting December 31, 2010 and by substituting therefore December 31, 2011. 2. All of the terms and provisions of the Agreement not amended by this Amendment No. 8 are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 8 on the date set forth below. CITY OF ARCADIA By: J)0r r.r�� Donald Penman, City Manager Dated: 121 z )1 J APPROVED AS TO FORM: ly. be� City Attorney CONSULTANT "The Ferguson G Ferguson Qt0up tL,; � Title Dated: Al V, / 4, 7-0) C, jk0t) -2A C - ten 46 AMENDMENT NO. 7 TO AGREEMENT FOR FEDERAL LEGISLATIVE ADVOCACY SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND THE FERGUSON GROUP This Amendment No. 7 ( "Amendment No. 7 ") is hereby entered into by an,"etween the City of Arcadia, a charter city organized under the Constitution and laws of the State of California and The Ferguson Group, LLC, whose principal place of business is in Washington, DC, with respect to that certain Professional Services Agreement between the parties dated December 17, 2002 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the term of the Agreement is amended by deleting December 31, 2009 and by substituting therefore December 31, 2010. 2. All of the terms and provisions of the Agreement not amended by this Amendment No. 7 are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 7 on the date set forth below. CITY OF ARCADIA By: �aO pell�- Donald Penman, City Manager Dated: %A ) X3 JQj q w) APPROVED AS TO FORM: 4 City Attorney CONSULTANT "The Ferguson Group" Title Dated: f [60- 0.O AMENDMENT NO. 6 TO AGREEMENT FOR FEDERAL LEGISLATIVE ADVOCACY SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND THE FERGUSON GROUP This Amendment No. 6 ( "Amendment No. 6 ") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California and The Ferguson Group, LLC, whose principal place of business is in Washington, DC, with respect to that certain Professional Services Agreement between the parties dated December 17, 2002 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the term of the Agreement is amended by deleting December 31, 2008 and by substituting therefore December 31, 2009. 2. Pursuant to Section 3.2.5 the City's representative shall be Donald Penman, City Manager, or his designee. 3. Pursuant to Section 3.5.2 the City's representative for delivery of notices shall be: City of Arcadia, P.O. Box 60021, 240 West Huntington Drive, Arcadia, CA 91066 -6021, Attn: Donald Penman, City Manager. 4. Section 3.2.9.1 shall be incorporated into the Agreement as follows: . Immigration Reform and Control Act. Consultant acknowledges that Consultant, and all subcontractors hired by Consultant to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Consultant to perform services under this Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Consultant's employees, or the employees of any subcontractor hired by Consultant, are not authorized to work in the United States for Consultant or its subcontractor and /or any other claims based upon alleged IRCA violations committed by Consultant or Consultant's subcontractor(s). 5. All of the terms and provisions of the Agreement not amended by this Amendment No. 6 are hereby reaffirmed. Agreement between the City of Arcadia and The Ferguson Group Amendment No. 6 Page 2 In witness whereof the parties have executed this Amendment No. 6 on the date set forth below. CITY OF ARCADIA By: �Jn.w ..D�emn ►ems Donald Penman, City Manager Dated: .1/16/69 ATTEST:.. _ f i 'City Jerk APPROVED AS TO FORM: City Attorney CONSULTANT 'The Ferguson v By: � The Ferguson ro p 6—C7 Title J Dated: % / 5/ 9 a AMENDMENT NO.5 TO AGREEMENT FOR LEGISLATIVE ADVOCACY SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND THE FERGUSON GROUP This Amendment No. 5 ( "Amendment No. 5 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and The Ferguson Group, LLC, a Limited Liability Company, with principal place of business at 1130 Connecticut Avenue, N.W., Suite 300, Washington, D.C; with respect to that certain Professional Services Agreement between the parties dated December 17, 2002 ( "Agreement'). The parties agree as follows: 1. The term of the Agreement is extended to and including December 31, 2008. 2. All other terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 5 on the date set forth below. CITY OF ARCADIA By yi+�Gwrra- City Manager Dated: 1 %.L , ATTEST: ity Jerk APPROVED AS TO FORM: P /d.� City Attorney CONSULTANT "The Ferguson C a N U Title Dated: L;14 ZOZ, 2007 AMENDMENT NO. 4 TO AGREEMENT FOR LEGISLATIVE ADVOCACY SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND THE FERGUSON GROUP This Amendment No. 4 ( "Amendment No. 4 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and The Ferguson Group, LLC, a Limited Liability Company, with principal place of business at 1130 Connecticut Avenue, N.W., Suite 300, Washington, D.C; with respect to that certain Professional Services Agreement between the parties dated December 17, 2002 ( "Agreement'). The parties agree as follows: 1. The term of the Agreement is extended to and including December 31, 2007. 2. All other terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 4 on the date set forth below. CITY OF ARCADIA By W Va City Manager Dated: *10 2006 ATTEST: ArrKtjvnLt13 iVrViCuw. 44 � 1v V City Attorney City Clerk - - - APPROVED AS TO FORM: CS �? i'�'% City Attorney CONSULTANT "The Ferguson C Title Dated: �� O 6 , 2006 G 16113 -2 AMENDMENT NO.2 TO AGREEMENT FOR LEGISLATIVE ADVOCACY SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND THE FERGUSON GROUP This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and The Ferguson Group, LLC, a Limited Liability Company, with principal place of business at 1130 Connecticut Avenue, N.W., Suite 300, Washington, D.C; with respect to that certain Professional Services Agreement between the parties dated December 17, 2002 ( "Agreement "). The parties agree as follows: 1. The term of the Agreement is extended to and include December 19, 2005. 2. All other terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 2 on the date set forth below. CITY OF ARCADIA By City Manager Dated: 120005 ATTEST: APPROVED AS TO FORM: City Attorney CONSULTANT "T] 0 Title Dated: �� Tip ° ti, 2004 U -9ta C r4�F -n- AMENDMENT NO. 1 TO AGREEMENT FOR LEGISLATIVE ADVOCACY SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND THE FERGUSON GROUP This Amendment No. 1 ( "Amendment No. I") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and The Ferguson Group, a Corporation with principal place of business at 1130 Connecticut Avenue #300, Washington, D.C; with respect to that certain Professional Services Agreement between the parties dated December 17, 2002 ( "Agreement'). The parties agree as follows: 1. The term of the Agreement is extended to and including December 19, 2004. 2. All other terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 1 on the date set forth below. CITY OF ARCADIA By City Manager Dated: W 2003 ATTEST: City Clerk APPROVED AS TO FORM: Q _ Y ; r��CNiR�C. City Attorney CONSULTANT "The Ferguson roup� By la� �,A CCo Title Dated: /ZA) 2003 . C y. CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 19 01 day of - el' , 2002 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and The Ferguson Group, ( "Cons ultant/Legislative Representative "), a corporation with principal place of business, at 1130 Connecticut Avenue #300, Washington, D.C. 20036. City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that the company is experienced in providing professional legislative representation to public clients, is licensed in the State of California, and is familiar with the legislative process as it relates to the Arcadia community. 2.2 Project. City desires to engage Consultant to render such services for legislative representation as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for legislative advocacy ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. RVPUBINGSM7188 3.1.2 Term. The term of this Agreement shall be from December 19, 2002 to December 19, 2003, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Consultant or under his supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that the company has the professional and technical ability required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that no additional personnel will perform and coordinate the Services under this Agreement, unless approved in advance by the City. 3.2.5 City's Representative. The City hereby designates William R. Kelly, City Manager, or his designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his designee. RVPUBWGS057168 2 3.2.6 Consultant's Representative. Consultant hereby designates William Ferguson, or his designee, to act as its representative to fulfill the terms of this agreement: 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that the company is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that the company has all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. If applicable, any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of Services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from by the Consultant and shall not be re- employed to perform any of the Services. 3.2.9 Laws and Regulations. Consultant shall keep himself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the Services, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. (INTENTIONALLY OMITTED) 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Sixty -Five Thousand Dollars ($65,000), without written approval of City's representative. RVPUBWGS%557t88 3 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement of Services rendered by Consultant. The statement shall . describe the amountof Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall 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. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1. Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. RVPU➢4N'CS\557188 4 • • 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in-part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: City: THE FERGUSON GROUP 1130 Connecticut Avenue, N.W. #300 Washington, D.C. 20036 Attn: William Ferguson, Jr. CITY OF ARCADIA P.O. Box 60021 240 West Huntington Drive Arcadia, CA 91066 -6021 Attn: William R. Kelly, City Manager Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data: Licensing of Intellectual Pro a This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. RVPUBINGS057198 5 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other. Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant who is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation: Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action . against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing parry in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.7 Governing Law. This Agreement shall be governed by the laws of the State of California. 3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. RVPUBWGS\557188 6 3.5.12 Construction; References; Captions. Since the Parties or their . agents have participated fully in the preparation of this Agreement, the language, of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.17 Prohibited Interests. Consultant maintains and warrants that he has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that he has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.18 Equal Opportunity Employment. Consultant represents that he is an equal opportunity employer and he shall not discriminate against any subcontractor, employee or applicant for employment. because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, RVPUMNCSl557188 7 0 Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.19 Labor Certification. By his signature hereunder, Consultant certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct his business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ARCADIA By: Wt�W4 By: William R. Kelly City Manager Dated: December i� , 2002 ATTEST: y Clerk APPROVED AS TO FORM: Stephen P. Deitsch City Attorney RVPUHNGSM7188 8 CONSUItTANT William Ferguson Consultant EXHIBIT "A" SCOPE OF SERVICES The Ferguson Group (Consultant) will provide services in legislative advocacy, government affairs and grant fund opportunities. The following terms and conditions of the Agreement (Agreement) serve to outline the services the Consultant shall provide to the City: The Consultant shall meet with City officials and staff to identify issues and priorities for a legislative and regulatory agenda. The Consultant shall develop strategies to achieve the identified priorities, concentrating first on opportunities with the greatest chance of success. The Consultant shall generate support for the Cities' agenda among members of the California congressional delegation, key congressional committees, and the Executive Branch. 4. The Consultant shall develop and maintain good working relationships between the cities of Arcadia and Sierra Madre and the California con- gressional delegation, committee members and federal agencies through personal meetings, briefing papers, testimony, letters and direct communication with City officials. 5. The Consultant shall prepare, review and /or comment on written testimony, set up appointments and provide required follow -up after any hearings or meetings. The Consultant shall provide support to requests brought to the City Council or to City departments which require contact with a government agency outside the City. These efforts shall be coordinated through,the City Manager's office. RVPUBWGS\557188 A -1 0 0 EXHIBIT "B" SCHEDULE OF SERVICES Consultant shall provide unlimited hours of services in legislative advocacy, government affairs and grant fund opportunities each month. RVPUMNGS\557188 ME EXHIBIT "C„ COMPENSATION On the first of every month, upon receipt of invoice, City shall pay to consultant the sum of $5,000.00 for unlimited hours of service. City shall reimburse Consultant for any travel and other expenses directly related to a request by City for Consultant to participate in meetings or activities outside their Sacramento and Washington, D.C. locations. Said reimbursements shall be provided only for trips requested by City and the amount of reimbursement shall be subject to prior approval of City. Additional reimbursement shall also be made for copying, telephone, courier services, faxes, and appropriate business meals, as invoiced by Consultant. This reimbursement expense shall be capped at $5,000 in the aggregate during the term of this Agreement. Total compensation during the term of this Agreement shall not exceed Sixty -Five Thousand Dollars ($65,000). RVPU6N1GS1557188 C -1 ioSO-90 CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE, This Agreement is made and entered into this � day of DC -efnbe I— , 2001 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and The Ferguson Group, ( "Cons ultant/Legislative Representative "), a corporation with principal place of business, at 1130 Connecticut Avenue #300, Washington, D.C. 20036. City and Consultant are sometimes individually referred to as "Party' and collectively as "Parties." , 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that the company is experienced in providing professional legislative representation to public clients, is licensed in the State of California, and is familiar with the legislative process as it relates to the Arcadia community. 2.2 Project. City desires to engage Consultant to render such services for legislative representation as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for legislative advocacy ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference; and all applicable local, state and federal laws, rules and regulations. RVPUWNM557188 3.1.2 Term. The term of this Agreement shall be from December 1, 2001 to December 1, 2002, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under his supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that the, company has the professional and technical ability required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that no additional personnel will perform and coordinate the Services under this Agreement, unless approved in advance by the City. 3.2.5 Cites presentative. The City hereby designates William R. Kelly, City Manager, or his designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his designee. RVPUBWGS\557188 2 0 0 3.2.6 Consultant's Representative. Consultant hereby designates William Ferguson, or his designee, to act as its representative to fulfill the terms of this agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that the company is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that the company has all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. If applicable, any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of Services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from by the Consultant and shall not be re- employed to perform any of the Services. 3.2.9 Laws and Regulations. Consultant shall keep himself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the Services, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. (INTENTIONALLY OMITTED) 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Sixty -Five Thousand Dollars ($65,000), without written approval of City's representative. avruavacs\ssnae 3 0 0 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall 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. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1. Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. RVPUBWGS\557188 4 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: City: THE FERGUSON GROUP 1130 Connecticut Avenue, N.W. #300 Washington, D.C. 20036 Attn: William Ferguson, Jr. CITY OF ARCADIA P.O. Box 60021 240 West Huntington Drive Arcadia, CA 91066 -6021 Attn: William R. Kelly, City Manager Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual . Propert y. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. RVPUBWGSV557188 5 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant who is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing sighed by both parties. 3.5.7 Governing Law. This Agreement shall be governed by the laws of the State of California. 3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. RVPUBING5\557188 6 3.5.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. , All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.16lnvalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.17 Prohibited Interests. Consultant maintains and warrants .that he has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that he has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.18 Eoual Opportunity Employment. Consultant represents that he is an equal opportunity employer and he shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, RVPUBNGSM71R8 7 Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.19 Labor Certification. By his signature hereunder, Consultant certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct his business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ARCADIA CONSULT By: WnO �$0 By. A-. ✓ William R. Kelly William Ferguson I City Manager Consultant ATTEST: Clerk APPROVED AS TO FORM: S6�- P. 4 Steph n P. Deitsch City Attorney RVPU9\NCS'557188 8 EXHIBIT "A" SCOPE OF SERVICES The Ferguson Group (Consultant) will provide services in legislative advocacy, government affairs and grant fund opportunities. The following terms and conditions of the Agreement (Agreement) serve to outline the services the Consultant shall provide to the City: 1. The Consultant shall meet with City officials and staff to identify issues. and priorities for a legislative and regulatory agenda. 2. The Consultant shall develop strategies to achieve the identified priorities, concentrating first on opportunities with the greatest chance of success. 3. The Consultant shall generate support for the Cities' agenda among members of the California congressional delegation, key congressional committees, and the Executive Branch. 4. The Consultant shall develop and maintain good working relationships between the cities of Arcadia and Sierra Madre and the California con- gressional delegation, committee members and federal agencies through personal meetings, briefing papers, testimony, letters and direct communication with City officials. 5. The Consultant shall prepare, review and /or comment on written testimony, set up appointments and provide required follow -up after any hearings or meetings. 6. The Consultant shall provide support to requests brought to the City Council or to City departments which require contact with a government agency outside the City. These efforts shall be coordinated through the City Manager's office. RVPUB\NGS \557188 A -1 EXHIBIT "B" SCHEDULE OF SERVICES Consultant shall provide unlimited services in legislative advocacy, government affairs and grant fund opportunities each month. RVPUBINGS \557188 B -1 • 0 EXHIBIT "C" COMPENSATION On the first of every month, upon receipt of invoice, City shall pay to consultant the sum of $5,000.00 for unlimited hours of service. City shall reimburse Consultant for any travel and other expenses directly related to a request by City for Consultant to participate in meetings or activities outside their Sacramento and Washington, D.C. locations. Said reimbursements shall be provided only for trips requested by City and the amount of reimbursement shall be subject to prior approval of City. Additional reimbursement shall also be made for copying, telephone, courier services, faxes, and appropriate business meals, as invoiced by Consultant. This reimbursement expense shall be capped at $5,000 in the aggregate during the term of this Agreement. Total compensation during the term of this Agreement shall not exceed Sixty -Five Thousand Dollars ($65,000). RVPUB \NGS057I88 C-1 is �a -9a • ? CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1 . PARTIES AND DATE. This Agreement is made and entered into this.W* day of 2001 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") The Ferguson Group, ( "Consultant "), with principal place of business at 1130 Connecticut Avenue #300, Washington, D.C. 20036. City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that he is experienced in providing construction coordination services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the legislative advocacy, government affairs and grant fund opportunities ( "Project ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional construction coordination consulting services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. RVPU3\NGS \557188 0 3.1.2 Term. The term of this Agreement shall be from December 1, 2000 to December 1, 2001, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under his supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that he has the professional and technical ability required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the RVPUMNGS1557188 2 Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: William Ferguson, Jr., Ralph Webb, and Trent Lehman. 3.2.5 City's Representative. The City hereby designates William R. Kelly, City Manager, or his designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his designee. 3.2.6 Consultant's Representative. Consultant hereby designates William Ferguson, or his designee, to act as its representative for the performance of this .Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on be of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, 'consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents• and maintains that he is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that he has all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee who is determined by the. City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the Project or the Services, including Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and RVPUB\NGM557188 3 - - -_ ----- ..... -_- --- ---- Jan 30 01 01:38p Ci: of Arcadia 6254465729 p.2. • regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2,10 Insurance 3.2,10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all Insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (1) Minimum Scope of Insurance Coverage shall be at least as broad as the latest version, of the following: (A) General Liability: .Insurance Services Office Commercial General Liability coverage (occurrence form CG 00011; (B) Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (2) Minimum Limits of Insurance Consultant shall maintain limits no less than: (A) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement /location or the general aggregate limit shall be twice the required occurrence limit; (B) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employers Liability limits of $1,000,000 per accident for bodily injury or disease, 3.2.10.3 Professional Liability Consultant shall procure and maintain, r a' period of five (5) years following completion'of the Project, errors and nissions li bility insurance Mel flVNWW0S�557SS - /3r /O/ 4 t!ii� Jan 30 01 01:36P City of Rrcadia 6264465729 p.3 app riste to their profession. Such insurance shall be in' amount not less than PP P 81,000,000 per claim, and shall be endorsed to include ntractual liability. 3.2,10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, City Consultant shall provide endorsements on forms supplied or app by to add the following provisions to the insurance policies: (t) General Liabilit . The general liability policy shall be endorsed to state that: (A) the City, its director, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in conn3ction with such work; and (g) the insurance coverage . shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be. in excess of the Consultant's insurance and shall not be called upon to contribute with it, (2) Automobile Liability (Intentionally omitted) (3) Workers' Compensation and Em to ers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. Al All Coverages. Each insurance policy required by this agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. MPUMNG516571 BB 5 0 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insured provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self- Insurance Retentions Any deductibles or self- insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (A) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (B) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences: The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.3 Safety. Consultant shall execute and maintain his work so as to avoid injury or damage to any person or property. In carrying out the Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or RVPMNGS1557188 6 lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 4. FEES AND PAYMENTS. 4.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Fifty -eight Thousand Dollars ($58,000) without written approval of City's representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 4.1.1 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 4.1.2 Reimbursement for Expenses. Consultant shall be reimbursed for travel and other expenses directly related to a request by City. 4.1.3 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 4.2 Accounting Records. 4.2.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall 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. RVPUB \NGS \557188 7 • • 5. General Provisions. 5.1 Termination of Agreement. 5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 5.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: City: The Ferguson Group 1 130 Connecticut Avenue, N.W. #300 Washington, D.C. 20036 Attn: William Ferguson, Jr. City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 -6021 Attn: William R. Kelly, City Manager Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be RVPUB \NGS \557188 8 0 0 deemed adequate notice on the date actual notice occurred, regardless of the method of service. 5.2 Ownership of Materials and Confidentiality. 5.2.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 5.2.2 Confidentiality. All ideas, memoranda; specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 5.2.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 5.3 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in RVPUB \NGS \557188 ' 9 0 0 connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 6. Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 7. Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 8. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 9. Time of Essence. Time is of the essence for each and every provision of this Agreement RVPUB\NGS \557188 10 11 10. City's Right To Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 11. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 12. Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 13. Construction References; Caption. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 14. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 15. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. RVPUB\NGS \557188 0 16. No Third Party Beneficiaries. 0 There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 17. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 18. Prohibited Interests. Consultant maintains and warrants that he has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that. he has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 19. Equal Opportunity Employment. Consultant represents that he is an equal opportunity employer and he shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 20. Labor Certification. By his signature hereunder, Consultant certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. RVPUB \NGS \557188 12 21. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct his business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have .signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 22. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 23. Subcontracting. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ARCADIA CONSULTANT By: By: William R. Kelly William Fergusc City Manager Chief Executive ATTEST: une D. Alford City Clerk APPROVED AS TO FORM: 9g� Q 14t Stephen P. Deitsch City Attorney RVPMNGS \557188 13 0 EXHIBIT "A" SCOPE OF SERVICES The Ferguson Group (Consultant) will provide services in legislative advocacy, government affairs and grant fund opportunities. The following terms and conditions of the Agreement (Agreement) serve to outline the services the Consultant shall provide to the City: The Consultant shall meet with City officials and staff to identify issues and priorities for a legislative and regulatory agenda. 2. The Consultant shall develop strategies to achieve the identified priorities, concentrating first on opportunities with the greatest chance of success. 3. The Consultant shall generate support for the Cities' agenda among members of the California congressional delegation, key congressional committees, and the Executive Branch. 4. The Consultant shall develop and maintain good working relationships between the cities of Arcadia and Sierra Madre and the California con- gressional delegation, committee members and federal agencies through personal meetings, briefing papers, testimony, letters and direct communication with City officials. 5. The Consultant shall prepare, review and/or comment on written testimony, set up appointments and provide required follow -up after any hearings or meetings. 6. The Consultant shall provide support to requests brought to the City Council or to City departments which require contact with a government agency outside the City. These efforts shall be coordinated through the City Manager's office. HVPUB \NGS \557188 A -1 EXHIBIT "B" SCHEDULE OF SERVICES Consultant shall provide ten (10) hours of services in legislative advocacy, government affairs and grant fund opportunities each month. RVPUB\NGS \557188 LM 1. EXHIBIT "C" COMPENSATION On the first of every month, upon receipt of invoice, City shall pay to consultant the sum of $3,335 for ten (10) hours of service. An hourly fee for service exceeding ten (10) hours has been established at a rate of $250 for principals, $150 for senior associates, $100 for associates and $60 for research assistants, with associates and research assistants being utilized wherever practicable. The total amount for extra work, in the aggregate during the term,of this agreement, shall not exceed $10,000 for the term of the Agreement. City shall reimburse Consultant for any travel and other expenses directly related to a request by City for Consultant to participate in meetings or activities outside their Sacramento and Washington, D.C. locations. Said reimbursements shall be provided only for trips requested by City and the amount of reimbursement shall be subject to prior approval of City. Additional reimbursement shall also be made for copying, telephone, courier services, faxes, and appropriate business meals, as invoiced by Consultant. This reimbursement expense shall be capped at $8,000 in the aggregate during the term of this Agreement. Total compensation during the term of this Agreement shall not exceed Fifty -eight Thousand Dollars ($58,000). RVPUMNGS \557188 C -1 .v ACORD, . GERTIFtCd iTE, OF ,LIABILITY -�� INSURANCE .. -: .. DATE IMTRNI(liTl) 1/22/01 PmoDUCIR THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Insurance One, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 12300 Twinbrook Parkway ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE Susie 55D CCWANY Rockville NO 20852 lh (301) 984 -5900 A Hartford Insurance Co INSURED COMPANY The Ferguson Group, L.L.C. B COMPANY and The Ferguson Coopany 1130 Connecticut Ave, NW, #300 C COMPANY Washington, OC 20D36 D .COVERAGES .' _ .. x .. .; ;. _ .... ' ... .. ... _ .. THESIS TO CERTIFY THATTHE POLICIES OFINSURANCELISTED BELOW HAVE BEEN ISSUED TOTHEINSUREDNAMED ABOVE FOR THE POLICYPERIOD INDICATEO,NOT W rTHSTANDINGANYREOUIREMENT ,TERMOR CONDITIONOF ANYCONTRACT OROTHERDOCUMENTYAITHRESPECTTO W HICHTHIS 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 PAW) CLAIMS_ CO LTR TYPEM INSURANCE POLICYWU POLICYEFFECTIYE DATE(AIMMCIYY) P MYEXPIIIATI0N RATS (MMNDm) LIMITS A OENRRALLMBLIrr 42SOADE4944 4/08/00 4/08/01 GENERAL A A 2,000,000 PRODUCTS.CCMD /OP AGO S IX COWLRCIALGEAERALLIABIL!TY CLAIMS NA D° (D OCCUR PERSONAL A ADV IN.IIRY Is 1 DDD DDD OWNER'S & CONIRACIORS PROT EACH 0CCJRRENCE S 1 000 DDD FIRE DAMAGE ;Any one fire) S MED =XP (Any one Gerson) 3 10,000 AUTOMGBas MABLRY COMe1NEC SINGLE L %MII 4 ANY AUTO BOUI'-Y INJURY (For parson) S ALL OWNED ALTOS SCHEOULEO AUTOS BODILY INJURY IPor acciCeoli f HIRED AUTOS NOW -0WN'EC AUTOS PROPERTY DAMAGE f DARAMLUBLm ALT G OV_Y FA ACC DENT is OTHER THAN ALTO ONLY: I" ANY AUTO I EACH ACCIDENT Is AGGREGATE IS EXCESS LIABLITV I ACH CCCUIT?ENCI: is AGGREGATE S UMBRELLA FCRM S OTHER THAN GMDRELLA FORM A WORKERS COMPENSATION AND EMPLOYERS' !LIABILITY 429ECBRD303 4 /08 /DO 4/08/01 1 C Y;I"I'U �j �TSJ I -R'' EI. EACH ACCIDENT $ 1,000 000 IHE PH0HeE1OR/ INCL PARTNERS /EXECUTIVE 0-e CFRS AFE EXCL EL UISEASEYCLICY LIMA S EL DISEASE {A EMPLOYEE 4 IJOLDOD OTHER Rlr )NOFOPEMTMNB&OCArl*NiIVEHItUOMPECIALIMMO The City of Arcadia, its director, officials, officers, employees agents and volounteers are named as additional insured with respect to work performed by insured. ";•C�1131FTCATEH0lElEd .... , '< .., .._ %z ... := ,GANCELL'AIJt7nf .,,,. .. " ,... .... SHOULD ANY OF THE ABOYE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Arcadia EXPMATION DATE THEREOF, THE MRUNIC COMPANY WLL ENDII TO MAC Office of the City Manager 240 West Huntington Drive P.O. Box 6D021 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE 01 IMPOSE NO OBLIGATION OR LIABILITY M ANY RIND UPON THE COMPANY, 115 AGENTS OR REPRESENTATIVES. A Arcadia, CA 91066-6021 1 Harry Johnson son :AC 26S (17892 .. .. „ .. _� L U LL ,. , , Joh l r ... , . ,. 'ACO D CORP0RASI0N'19BB': CERTIFICATE: 022/001/ 00053 City of Arcadia Office of the January 27, 2000 City Manager cjN Jwanagn 240 West Hm=gmn Drive P.O. Hax 60021 Arcadia, CA 91066.6021 (626) 574 - 5402 (626) 446 - 5729 Fax The Ferguson Group Attn: Jackie 1130 Connecticut Avenue N.W. Suite 300 Washington, D.C. 20036 Dear Jackie, 5%p iE p�PCrfYG/ c /LL?j Enclosed for your records is an executed copy of the agreement between The Ferguson Group and the City of Arcadia. Please disregard the insurance requirement as that has been waived by the City Attorney. Thank you. Sincerely, CINDY L. OWE Management Services Officer Enclosure CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT Parties and Date. This Agreement is made and entered into this a6 7-k day of %�2 Ia, 2000 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 W. Huntington Drive, Arcadia ( "City") and The Ferguson Group, a Legislative Advocate, with its principal place of business at 1130 Connecticut Avenue N.W., Suite 300, Washington, D.C. 20036 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2 Recitals. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing legislative advocacy services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the legislative advocacy, government affairs and grant fund opportunities ( "Project') as set forth in this Agreement. Terms. 3.1 Scope of Services and Tenn. 0.0.1 General Scope of Services. Consultant promises and agrees to furnish to the Owner all labor, materials, tools, equipment, services, and incidental and customary work necessary RVPUB\NGS\540869 0 0 to fully and adequately supply the professional legislative consulting services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 0.0.2 Term. The term of this Agreement shall be from December 1, 1999 to December 1, 2000, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 0.0.1 Control and Payment of Subordinates• Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 0.0.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services RVPUB\NGSWN68 'Z r� L 0 in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. City. 0.0.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of 0.0.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: William Ferguson, Jr., Ralph Webb and Trent Lehman. 0.0.5 City's Representative. The City hereby designates William R. Kelly, City Manager, or his designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 0.0.6 Consultant's Representative. Consultant hereby designates William Ferguson, or his designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The RVPUB\N WO868 3 0 0 Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 0.0.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 0.0.8 Standard of Care. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 0.0.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely RVPUBWGSWOB68 4 i 11 responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless. pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 0.0.10 Insurance. 3.2.1.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.1.2 Minimum Requirements Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (1) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (A) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (B) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (C) Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. RYPUB NGSW086% (2) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (A) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (B) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (C) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employers Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.1.3 Professional Liability. Consultant shall procure and maintain, and require its sub - consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. 3.2.1.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (1) General Liability. The general liability policy shall be endorsed to state that: (A) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (B) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and RVPU13 NGS\5Q&6& 6 0 0 volunteers shall be in excess of the Consultant's insurance and shall not be called upon to contribute with it. (2) Automobile Liability. The automobile liability policy shall be endorsed to state that: (A) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (B) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it. (3) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (4) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.1.5 Separation of Insureds, Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any RVPUBWGSW0868 7 0 0 special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.1.6 Deductibles and Self- Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (A) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (B) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.1.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.1.8 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any rime. 0.0.11 Safe . Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety.of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and RVPUB\NGSl540868 procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 0.0.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed thirty thousand dollars ($30,000.00) without written approval of the City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 0.0.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 0.0.3 Reimbursement for Expenses. Consultant shall be reimbursed for travel and other expenses directly related to a request by City. RVPUB\NGRW"868 • • 0.0.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.4 Accounting Records. 0.0.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall 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. 3.5 General Provisions. 0.0.1 Termination of A eegrr ment. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. RV"NGSkW8M 10 • 0 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 0.0.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: CITY: The Ferguson Group 1130 Connecticut Avenue, N.W. 9300 Washington, D.C. 20036 Attn: Thane Young, Vice President City of Arcadia 240 West Huntington Drive Post Office Box 60021 Arcadia, CA 91066 -6021 Attn: William R. Kelly, City Manager Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. RVPUB\NG31540868 I I 0 0 0.0.3 Ownership of Materials and Confidentialitv. 3.5.1.4 Documents & Data, Intellectual Pro e This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.1.5 Confidentialitv. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, by used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. RVPUB\NG3W0868 12 0 0 0.0.4 Cooperation. Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 0.0.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 0.0.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. RVPU]3\NGS\690869 13 0 0 0.0.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 0.0.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. Project. 0.0.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 0.0. 10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this 0.0. 11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of City. 0.0. 12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. R\'PUBWGS\54056S 14 • 9 0.0.13 Construction-. References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 0.0, 14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 0.0.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 0.0.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 0.0.17 Invalidity: Severabilitv. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. RVPUBVdGS\.WS68 15 0 0 0.0.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 0.0. 19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provi- sions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 0.0.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 0.0.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. RVPU13W W0868 16 0 0 0.0.22 Counterpart s. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ARCADIA "City" By: tl ►�4 William R. Kelly City Manager ATTEST: km'e Alford City C1erk APPROVED AS TO FORM: Step eh n P. Deitsch City Attorney RVPUB\NGS \540868 17 1 THE FERGUSON GROUP Chief Executive Officer 0 i EXHIBIT "A" SCOPE OF SERVICES The City of Arcadia (City) wishes to engage the services of The Ferguson Group (Consultant) to provide services in legislative advocacy, government affairs and grant fund opportunities. The following terms and conditions of this Agreement (Agreement) serve to outline the services the Contractor shall provide to the City: Consultant shall meet with City officials and staff to identify issues and priorities for a legislative and regulatory agenda. 2. Consultant shall develop strategies to achieve the identified priorities, concentrating first on opportunities with the greatest chance of success. 3. Consultant shall generate support for City agenda among members of the California congressional delegation, key congressional committees, and the Executive Branch. 4. Consultant shall develop and maintain good working relationships between the cities of Arcadia and Sierra Madre and the California congressional delegation, committee members and federal agencies through personal meetings, briefing papers, testimony, letters and direct communication with City officials. Consultant shall prepare, review and/or comment on written testimony, set up appointments and provide required follow -up after any hearings or meetings. 6. Consultant shall provide support to requests brought to the City Council or to City departments which require contact with a government agency outside the City. These efforts shall be coordinated through the City Manager's office. RVPUBWGS1540865 A-t 0 EXHIBIT "B" SCHEDULE OF SERVICES 0 Consultant shall provide ten (10) hours of services in legislative advocacy, government affairs and grant fund opportunities each month. RVPUMNGSl540868 B-1 A • EXHIBIT "C" COMPENSATION On the fast of every month, upon receipt of invoice, City shall pay to Consultant the sum of $2,500 for ten (10) hours of service. An hourly fee for service exceeding ten (10) hours has been established at a rate of $250 for principals, $150 for senior associates, $100 for associates and $60 for research assistants, with associates and research assistants being utilized whenever practicable. The total amount for extra work, in the aggregate during the term of this agreement, shall not exceed $10,000.00 for the term of the agreement. City shall reimburse Consultant for any travel and other expenses directly related to a request by City for Consultant to participate in meetings or activities outside their Sacramento and Washington, D.C. locations. Said reimbursements shall be provided only for trips requested by City and the amount of reimbursement shall be subject to prior approval of City. Additional reimbursement shall also be made for copying, telephone, courier services, faxes, and appropriate business meals, as invoiced by Consultant. This reimbursement expense shall be capped at $ 8,000.00 in the aggregate during the term of this agreement. RVPU13WGS%540868 C-1