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HomeMy WebLinkAboutC-2099/) e AMENDMENT NO. 9 TO AGREEMENT FOR LEGISLATIVE ADVOCACY REPRESENTATION BY AND BETWEEN THE CITY OF ARCADIA AND JOE A. GONSALVES AND SON 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 Joe A. Gonsalves and Son, a California Corporation, with respect to that certain Professional Services Agreement between the parties dated September 20, 2002, as heretofore amended ( "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 September 21, 2011 and by substituting therefore September 21, 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 By: Donald Penman, City Manager Dated: 411-5111 ATTEST: 10 u I IfUFOM.1WN, i.- f ., City APPROVED AS TO FORM: City A torney CONSULTANT "Joe AEI Gonsalves. & Son" c Gonsalves & Son 1100-2.0 C- �o99 -6 AMENDMENT NO. 8 TO AGREEMENT FOR LEGISLATIVE ADVOCACY REPRESENTATION BY AND BETWEEN THE CITY OF ARCADIA AND JOE A. GONSALVES AND SON 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 Joe A. Gonsalves and Son, a California Corporation, with respect to that certain Professional Services Agreement between the parties dated September 20, 2002, as heretofore amended ( "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 September 21, 2010 and by substituting therefore September 21, 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: �c�x�v►�a+ —� Donald Penman, City Manager Dated: y ba-E I to ATTEST: lei City Jerk APPROVED AS TO FORM: 9�� P. City Attorney CONSULTANT "Joe A. Gonsalves & Son" �- 11!F : • • 1100- 20 r..- w91 7 AMENDMENT NO. 7 TO AGREEMENT FOR LEGISLATIVE ADVOCACY REPRESENTATION BY AND BETWEEN THE CITY OF ARCADIA AND JOE A. GONSALVES AND SON This Amendment No. 7 ( "Amendment No. 7 ") 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 Joe A. Gonsalves and Son, a California Corporation, with respect to that certain Professional Services Agreement between the parties dated September 20, 2002, as heretofore amended ( "Agreement'). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the amended by deleting September September 21, 2010. Agreement, the term of the Agreement is 21, 2009 and by substituting therefor 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 Donald Penman, City Manager Dated: ATTEST: r 1 d Y C r APPROVED AS TO FORM: n , City Attorney CONSULTANT "Joe A. Gonsalves &, Son" Joe W. Gonsalves & Son lloc)-2O a Ogg - AMENDMENT NO. 6 TO AGREEMENT FOR LEGISLATIVE ADVOCACY REPRESENTATION BY AND BETWEEN THE CITY OF ARCADIA AND JOE A. GONSALVES AND SON 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 Joe A. Gonsalves and Son, a California Corporation, with respect to that certain Professional Services Agreement between the parties dated September 20, 2002, as heretofore amended ( "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 September 21, 2008 and by substituting therefore September 21, 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. All of the terms and provisions of the Agreement not amended by this Amendment No. 6 are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 6 on the date set forth below. CITY OF ARCADIA By:^ pl cn a Donald Penman, City Manager Dated: 141b t 0 1 ATTEST: City Cler APPROVED AS TO FORM:, City Attorney CONSULTANT "Joe A. Gonsalves & Son" By: o46o es &Son AMENDMENT NO. 5 TO AGREEMENT FOR LEGISLATIVE REPRESENTATION BY AND BETWEEN THE CITY OF ARCADIA AND JOE A. GONSALVES AND SON This Amendment No. 5 ( "Amendment No. 5 ") 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 Joe A. Gonsalves and Son, a California Corporation with respect to that certain Professional Services Agreement between the parties dated September 5, 2000, as heretofore amended ( "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 September 21, 2007 and by substituting therefore September 21, 2008. 2. All of the terms and provisions of the Agreement not amended by this Amendment No. 5 are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 5 on the date set forth below. CITY OF ARCADIA By W YA City Manager Dated: 10. 2007 APPROVED AS TO cam,. n 4-.e� City Attorney CONSULTANT "Joe A. Gonsalves & oe & Son V 90 AMENDMENT NO. 4 TO AGREEMENT FOR LEGISLATIVE REPRESENTATION BY AND BETWEEN THE CITY OF ARCADIA AND JOE A. GONSALVES AND SON Mo -o20 This Amendment No. 4 ( "Amendment No. 4 ") 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 Joe A. Gonsalves and Son, a California Corporation with respect to that certain Professional Services Agreement between the parties dated September 5, 2000, as heretofore amended ( "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 September 21, 2006 and by substituting therefor September 21, 2007. 2. All of the terms and provisions of the Agreement not amended by this Amendment No. 4 are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 4 on the date set forth below. CITY OF ARCADIA By U City'Manager Dated: W40 2006 ATTEST: i APPROVED AS TO FORM: V City Attorney CONSULTANT "Joe A. Gonsalves Joe A. AMENDMENT NO.3 TO AGREEMENT FOR LEGISLATIVE REPRESENTATION BY AND BETWEEN THE CITY OFARCADIA AND JOE A. GONSALVES & SON. l ton -0 This Amendment No. 3 ( "Amendment No. 3 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and Joe A. Gonsalves & Son, a California Corporation, with principal place of business at 925 L Street, Suite 250, Sacramento, CA 95814; with respect to that certain Professional Services Agreement between the parties dated September 5, 2000 ( "Agreement'). The parties agree as follows: 1. Section 3.1.2 of the Agreement is hereby amended by deleting September 21, 2005 and by substituting therefore September 21, 2006. 2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 3 on the date set forth below. CITY OF ARCADIA By;4 City Manager Dated: . R'R 12005 -City Clerk APPROVED AS TO FORM:, City Attorney CONSULTANT "Joe A. Gonsalves & Son" . By: Title: President Dated: Oc t ober ".18 . 2005 rlov_ �v AMENDMENT NO. 2 TO AGREEMENT FOR LEGISLATIVE REPRESENTATION BY AND BETWEEN THE CITY OF ARCADIA AND JOE A. GONSALVES & SON. 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 Joe A. Gonsalves & Son, with respect to that certain Professional Services Agreement between the parties dated September 5, 2000 ( "Agreement'). The parties agree as follows: 1. Section 3.1.2 of the Agreement is hereby amended by deleting September 21, 2004 and by substituting therefore September 21, 2005. 2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. Ion the date set forth below. CITY OF ARCADIA By: lam. W City Manager Dated: 11 T'EST: APPROVED A�O/ OR City Aftorney 2004 CONSULTANT "Joe A. Gon.s qlves && S By: Joe A. Gonsalves & Son ioso—y� . Gi9o/ CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1 . PARTIES AND DATE. RECEIVED CITY OF ARCADIA SEP 2 7 2002 CITY MANAGER This Agreement is made and entered into this ZD day of September, 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 Joe A. Gonsalves & Son, ( "Consultant /Legislative Representative "), with principal place of business at 925 L Street, Suite 250, Sacramento, California 95814 -3704. 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. RVPUBINGS1557188 3.1.2 Term. The term of this Agreement shall be from September 20, 2002 to September 20, 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 RVPUB \NGS \5571 BB 2 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 does not require a 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 PVPUB \NGS \557188 - 3 herein by reference. The total compensation shall not exceed Thirty -six Thousand Dollars ($36,000), 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. 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, RVPMNGS1557188 4 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. 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: JOE A. GONSALVES & SON 925 L Street, Suite 250 Sacramento, CA 95814 -3704 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 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, RVPUMNGS \557188 rJ 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. 3.5.3.2 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 signed by both parties. RVPUBING51557188 6 0 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. 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. RV PUB \NGS \557 t BB 7 0 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, 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. RVPUSWGS \557188 8 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: William R. Kelly City Manager Dated �*f : , 2002 ATTEST: y Clerk- APPROVED AS TO FORM: Stephen P. Deitsch City Attorney RVPUMNGS1557188 9 CON: A Co • r EXHIBIT °A,• SCOPE OF SERVICES Joe A. Gonsalves & Son (Consultant) shall provide professional legislative representation to the City of Arcadia. The following terms and conditions of the Agreement (Agreement) serve to outline the scope of services. 1. Consultant shall review all bills introduced in the California Legislature and inform the City of all such legislation affecting the City's interest. A copy of all such bills shall be forwarded weekly to the City. 2. The City shall review and analyze all such bills and inform the Consultant, in writing, of the City's position. 3. The Consultant shall act in an independent capacity and not as officers, employees or agents of the City and shall be deemed an independent contractor for all purposes. 4. The Consultant shall at all times perform duties customarily performed by legislative advocates and governmental affairs representatives on behalf of the City to the best of their abilities, experience and talents. Said duties shall include but are not necessarily limited to: a. Meeting with State legislators to intervene on behalf of the City b. Following a bill from introduction through the entire legislative process and informing the City of its progress and the Consultant's efforts to lobby on behalf of the City C. Acting on behalf of the. City to introduce legislation and select an author for such legislation d. Assisting the City in obtaining State funds through legislation and/or grants This Agreement is not assignable, not subject to subcontracting, either in whole or in part without the express written consent of the City. 5. Consultant agrees to indemnify and hold harmless the City, its officers, agents and employees from any and all claims and losses accruing or resulting to any persons, firms or corporations in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting from any person, firm or corporation who may be RVPUB \NGS1557188 A -1 • • injured or damaged by the Consultant's performance of this Agreement as a result of and to the extent of the negligence of the Consultant, its officers, agents or employees. RVPUSINGS \557188 A-2 EXHIBIT "B" SCHEDULE OF SERVICES Consultant shall provide the necessary time and expertise to provide professional legislative representation to the City of Arcadia as outlined in this Agreement. RVPMNG5 \557188 B_1 EXHIBIT "C" COMPENSATION On or about the first of every month, upon receipt of invoice, City shall pay Consultant the sum of Three Thousand dollars ($3,000.00). Total annual compensation shall not exceed Thirty -six Thousand dollars ($36,000.00). The City shall reimburse the Consultant for any travel and other expenses directly related to a request by the City for the Consultant to participate in meetings or activities outside of Sacramento. Said reimbursement is provided only for trips requested by the City and is subject to the written approval of the City. RVPUMNGS1557188 C- i EXHIBIT "A" SCOPE OF SERVICES Joe A. Gonsalves & Son (Consultant) shall provide professional legislative representation to the City of Arcadia. The following terms and conditions of the Agreement (Agreement) serve to outline the scope of services. 1 . Consultant shall review all bills introduced in the California Legislature and inform the City of all such legislation affecting the City's interest. A copy of all such bills shall be forwarded weekly to the City. 2. The City shall review and analyze all such bills and inform the Consultant, in writing, of the City's position. 3. The Consultant shall act in an independent capacity and not as officers, employees or agents of the City and shall be deemed an independent contractor for all purposes. 4. The Consultant shall at all times perform duties customarily performed by legislative advocates and governmental affairs representatives on behalf of the City to the best of their abilities, experience and talents. Said duties shall include but are not necessarily limited to: a. Meeting with State legislators to intervene on behalf of the City b. Following a bill from introduction through the entire legislative process and informing the City of its progress and the Consultant's efforts to lobby on behalf of the City C. Acting on behalf of the City to introduce legislation and select an author for such legislation d. Assisting the City in obtaining State funds through legislation and/or grants This Agreement is not assignable, not subject to subcontracting, either in whole or in part without the express written consent of the City. 5. Consultant agrees to indemnify and hold harmless the City, its officers, agents and employees from any and all claims and losses accruing or resulting to any persons, firms or corporations in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting from any person, firm or corporation who may be RVPMNGS \557188 A -1 injured or damaged by the Consultant's performance of this Agreement as a result of and to the extent of the negligence of the Consultant, its officers, agents or employees. RVPUB\NGS \5571B8 A -2 EXHIBIT "B" SCHEDULE OF SERVICES 0 Consultant shall provide the necessary time and expertise to provide professional legislative representation to the City of Arcadia as outlined in this Agreement. RVPUB \NGS \557188 B -1 EXHIBIT "C" COMPENSATION On or about the first of every month, upon receipt of invoice, City shall pay Consultant the sum of Three Thousand dollars ($3,000.00). Total annual compensation shall not exceed Thirty -six Thousand dollars ($36,000.00). The City shall reimburse the Consultant for any travel and other expenses directly related to a request by the City for the Consultant to participate in meetings or activities outside of Sacramento. Said reimbursement is provided only for trips requested by the City and is subject to the written approval of the City. RVPUB \NGS \557188 C -1 ioSU -9D s • • /���/1_ LpA ii /ni /7",-C- L/r1 VOLRl� i G �p O& CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1 . PARTIES AND DATE. This Agreement is made and entered into this /qflday of September, 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 Joe A. Gonsalves & Son, ( "Consultant /Legislative Representative "), with principal place of business at 925 L Street, Suite 250, Sacramento, California 95814 -3704. 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. RVPMNGS \557188 ' ! • 3.1.2 Term. The term of this Agreement shall be from September 5, 2001 to September 5, 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 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 RVPUB \NGS \557188 2 0 0 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 does not require a 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 RVPUBINGS1557188 3 0 0 herein by reference. The total compensation shall not exceed Thirty -six Thousand Dollars ($36,000), 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. 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, RVPUB \NGS \5571 88 4 0 0 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. 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: JOE A. GONSALVES & SON 925 L Street, Suite 250 Sacramento, CA 95814 -3704 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 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, RVPUB \NGS \557188 5 0 0 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. 3.5.3.2 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 signed by both parties. BVPUB \NGS \557188 6 • 3.5.7 Governing Law the laws of the State of California. 3.5.8 Time of Essence every provision of this Agreement. 0 This Agreement shall be governed by Time is of the essence for each and 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. 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. RVPUB \NGS \557188 7 0 0 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, 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. RVPURWGS \557188 8 0 0 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 CONSULTANT By: Vu4 9 lyttm By: William R. Kelly City Manager ATTEST: it Clerk APPROVED AS TO FORM: �k� 0. J1 Step en P. Deitsch City Attorney RVPUB1NG51557188 9 Gonsalves & Son /050-90 • C /lad CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 5th day of September, 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 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and Joe A. Gonsalves & Son, ( "Consultant "), with principal place of business at 925 L Street, Suite 250, Sacramento, California 95814 -3704. 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. RVPUMNGS \557168 0 0 3.1.2 Term. The term of this Agreement shall be from September 5, 2000 to September 5, 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 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. RVPUB \NGS \557188 2 0 0 3.2.6 Consultant's Representative. Consultant does not require a 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. 3.2.10.1 Time for Compliance. 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 by City. 3.2.11 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. FVPUBMS \557188 3 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 Thirty -six Thousand, ($36,000) 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. 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. RVPUR\NGS \557188 4 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. 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. 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: JOE A. GONSALVES & SON 925 L Street, Suite 250 Sacramento, CA 95814 -3704 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. RVPUB1NG51557188 5 0 9 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 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. 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. RVPUB \NGS \5571 BB 6 0 0 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. 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. RVPUBINGS1557188 7 0 0 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, 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. RVPUB \NGS \557188 8 21 0 0 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 CONSULTS By: S By: William R. Kelly City Manager Attest: Approved as to Form: Stephen P. Deitsch City Attorney RVPUB \NGS \557188 E • • EXHIBIT "A" SCOPE OF SERVICES The City of Arcadia (City) wishes to engage the services of Joe A. Gonsalves & Son (Consultant) to provide professional legislative representation. The following terms and conditions of the Agreement (Agreement) serve to outline, the services the Consultant shall provide to the City: Consultant shall review all bills introduced in the California Legislature and inform the City of all such legislation affecting the City's interest. A copy of all such bills shall be forwarded weekly to the City. 2. The City shall review and analyze all such bills and inform the Consultant, in writing, of the City's position. 3. The Consultant shall act in an independent capacity and not as officers, employees or agents of the City and shall be deemed an independent contractor for all purposes. 4. The Consultant shall at all times perform duties customarily performed by legislative advocates and governmental affairs representatives on behalf of the City to the best of their abilities, experience and talents. Said duties shall include but are not necessarily limited to: a. Meeting with State legislators to intervene on behalf of the City b. Following a bill from introduction through the entire legislative process and informing the City of its progress and the Consultant's efforts to lobby on behalf of the City C. Acting on behalf of the City to introduce legislation and select an author for such legislation d. Assisting the City in obtaining State funds through legislation and /or grants This Agreement is not assignable, not subject to subcontracting, either in whole or in part without the express written consent of the City. 5. Consultant agrees to indemnify and hold harmless the City, its officers, agents and employees from any and all claims and losses accruing or resulting to any persons, firms or corporations in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting from any person, firm or corporation who may be injured or damaged by the Consultant's performance of this Agreement as a result of the sole negligence of the Consultant, its officers, agents or employees. RVPUB \NGS \557188 A -1 6. The term of this Agreement shall commence on the 51h day of September, 2000, and shall continue in full force and effect until September 5, 2001. RVPUMNGS1557188 A -1 0 EXHIBIT "B" SCHEDULE OF SERVICES Consultant shall provide the necessary time and expertise to provide professional legislative representation to the City of Arcadia as outlined in this Agreement. RVPUB \NGS \557188 lE EXHIBIT "C" COMPENSATION On or about the first of every month, upon receipt of invoice, City shall pay Consultant the sum of Three Thousand dollars ($3,000.00). Total annual compensation shall not exceed Thirty -six Thousand dollars ($36,000.00). The City shall reimburse the Consultant for any travel and other expenses directly related to a request by the City for the Consultant to participate in meetings or activities outside of Sacramento. Said reimbursement is provided only for trips requested by the City and is subject to the written approval of the City. RVPUB \NGS \5571 BB B -1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN JOE A. GONSALVES & SON AND THE CITY OF ARCADIA The City of Arcadia ( "City ") wishes to engage the services of Joe A. Gonsalves & Son ( "Contractor"), 925 L Street, Suite 250, Sacramento, California to provide services in legislative advocacy and governmental affairs in matters affecting cities in California. The purpose of this Agreement is to state the terms and conditions under which the Contractor will provide services to the client, the City of Arcadia. The terms and conditions of this Agreement are as follows: The Contractor shall review all Bills introduced in the California Legislature and inform the City of all such legislation affecting the City's interest. A copy of all such Bills shall be forwarded weekly to the City. The City shall review and analyze all such Bills and inform the Contractor, in writing, of the City's position. The Contractor shall act in an independent capacity and not as officers, employees or agents of the City and shall be deemed an independent contractor for all purposes. 4. The Contractor shall at all times perform duties customarily performed by legislative advocates and governmental affairs representatives on behalf of the City to the best of their abilities, experience and talents. Said duties shall include but are not necessarily limited to: a. Meeting with State Legislators to intervene on behalf of the City b. Following a Bill from introduction through the entire legislative process and informing the City of its progress and the Contractor's efforts to lobby on behalf of the City C. Acting on behalf of the City to introduce legislation and select an author for such legislation d. Assisting the City in obtaining State funds through legislation and/or grants This Agreement is not assignable, nor subject to sub - contracting, either in whole or in part without the express written consent of the City. 5. Contractor agrees to indemnify and save harmless the City, its officers, agents and employees from any and all claims and losses accruing or resulting to any persons, firms or corporations in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting from any person, firm or corporation who may be injured or damaged by the Contractor's performance of this Agreement as a result of the sole negligence of the Contractor, its officers, agents or employees. -2- 0 0 The term of this Agreement shall commence on the Ist day of September, 1999, and shall continue in full force and effect until terminated by seven (7) days written notice from either party to the other. Notice of termination under this Agreement shall be given to the City by certified mail to.240 W. Huntington Drive, Arcadia, California 91007, or to Joe A. Gonsalves & Son at Park Executive Building, Suite 250, 925 L Street, Sacramento, California 95814. If terminated, the Contractor shall be paid to the date of termination with a pro- rated amount based on the date of termination in relation to the amount paid. 7. On the first of every month the City shall pay to the Contractor the sum of $3,000.00. 8. The City shall reimburse the Contractor for any travel and other expenses directly related to a request by the City for the Contractor to participate in meetings or activities outside of Sacramento. Said reimbursement is provided only for trips requested by the City and is subject to the written approval of the City. 9. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 10. This Agreement shall be governed by the laws of the State of California. It constitutes the entire Agreement between parties regarding its subject matter. If any provision in this Agreement is held by any court to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as follows: JOE A. GONSALVES & SON ( "CONTRACTOR ") BY: 1CM DATE: 9 THE CITY OF ARCADIA, A MUNICIPAL CORPORATION BY: DATE: t4I " ATTEST: Clerk �\ APPROVED AS TO FORM: 4� q�ity Attorney August 24, 1998 DIA r. a Clty Of Mr. Anthony Gonsalves Joe A. Gonsalves &Son Arcadia Park Executive Buildings 925 L Street, Suite 250 Office of the Sacramento, CA 95814 -3704 City Attorney Dear Mr. Gonsalves: iosU - ` 6 L0 //r/ 1'Lpi ��1 31 � gM31 OW !V CITY,&TTORNEY OFFICE. NEchael H. Hitler Qly Attorney Concenllng implementation of Arcadia's agreement with Joe A. Gonsalves & Son (Contractor) consistent with our telephone discussion of this date, Contractor agrees to put the City of Arcadia on written notice should the possibility of a conflict of interest arise with regard to any matter of interest involving the City and another person or entity represented by Contractor. Likewise, City shall put Contractor on notice if, in the opinion of the City Manager, a potential conflict arises. For purposes of this agreement "conflict" refers to a possible incompatibility between the interests of the City and another client of Contractor with regard to the work efforts of contractor pursuant to their agreement with Arcadia or another party. Should a conflict arise as set forth above, upon notice from one party to the other, the parties shall immediately meet and confer with regard to resolving all issues applicable to the problem. The parties shall negotiate in good faith in a timely manner so as not to prejudice the interests of either to resolve all issues including but not limited to representation, costs, and alternative means for the City's interest to be protected on any issue subject to this process. Except to the extent the aforementioned effects the contract, nothing in this letter changes any of the contract responsibilities of contractor or in any way effects your responsibility to keep the City informed of all legislation effecting the City's interest. 240 W. Huntington Drive Post Office Box 60021 Arcadia, CA 91066 -6021 (818)574 -5407 (818) 446 -2991 Fax 0 0 Mr. Anthony Gonsalves August 24, 1998 Page 2 Please sign below and return a copy of this letter to the City. Thank you. Sincerely, N�a -- Michael H. Miller City Attorney CITY OF ARCADIA William R. Kelly City Manager CONTRACTOR 5 o e A. Gonsalves & Son -�le R 6o Ns�I�F� (Print Name) ;.Lobbying Firm ActiaYity Authorization (Government Code Section 86104) Check one box If applicable Fx7 Lobbyist Employer (Gov. Code Section 82039.5) ❑ Lobbying Coalition (Gov. Code Section 18616.4) Type or Print in Ink NAME OF FILER: BUSINESS ADDRESS: (Number and Street) • LOBBYING ACTIVITY AUTHORIZATITI NI ON Legislative Session CALIFORNIA �02 1995/96 FORM For Official Use Only RECEIVED AND FILED 1997 -1996 h the office of the Secretary of State (Insert Years) of the State of California AUG 2 4 1998 Page 1 of 2 tet9 0l State (City) (State) (Zip Code) I EFFECTIVE DATE: I hereby authorize Joe A. Gonsalves 6 Son (Name of Lobbying Firm) 925 L Street, Suite 250, Sacramento, California 95814 (Business Address) to engage in the activities of a lobbying firm (as defined in California Government Code Section 82038.5 and 2 Cal. Code of Regs. Section 18238.5) on behalf of the above named employer. If you are authorizing another lobbying firm to lobby on behalf of your firm's client(s), provide the name(s) of the client(s) below. (It is not necessary to complete the Nature and Interests Section.) NAME OF SUBCONTRACTED CLIENT: NAME OF SUBCONTRACTED CLIENT: NAME OF SUBCONTRACTED CLIENT: . NAME OF SUBCONTRACTED CLIENT: I have used all reasonable diligence in preparing this Statement. I have reviewed this Statement and to the best of my knowledge the information contained herein is true and complete. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on /9n/aA At Arcadia, California By —mil DATE CITY AND STATE SIGNATURE OF RESPONSIBLE OFFICER Name of Responsible Officer William R. Kelly Title j.City Manager PRINT OR TYPE For information required to be provided to you pursuant to the Information Practices Act of 1977, see Information Manual on Lobbying Disclosure Provisions of the Political Reform Act State of California Fair Political Practices Commission 'Tobbying Firm • ' Activity Authorization - SEE INSTRUCTIONS ON REVERSE NAME OF FILER: Joe A. Gonsalves 6 S Nature and Interests of Lobbyist Employer Check one box only: ❑ INDIVIDUAL (Complete ❑ BUSINESS ENTITY only Parts A and E) (Complete only Parts B and E) or 11 ❑ INDUSTRY, TRADE OR PROFESSIONAL ASSN, (Complete only Parts C and E) LOBBYING FIRM CALIFORNIA 11995/96 FORM 602 Page 2 of 2 ® OTHER (Complete only Parts D and E) A. Individual I 2. Description of business activity in which you or your 1. flame and addrssc•of emp!cye. (or princioo! ploe of employer are engaged: buziness if �;?u- empinyed): I B, Business Entity Description of business activity in which engaged C. Industry, Trade or Professional Association 1 2. Specific description of any portion or faction of the 1. Description of industry, trade, or profession represented: I industry, trade, or profession which the association P P exclusively or primarily represents: I I I I I i 3. Number of members in association (check appropriate box): ❑ 50 OR LESS (Provide names of all members on an attachment) ❑ MORE THAN 50 _ D. Other 2. Description of any trade, profession, or other group with a common economic Interest which is principally 1. Statement of nature and purposes: represented or from which membership or financial -�M!sprfac!pa!!. derived: Local government: serving the best I interests of the citizens of the city I - of Arcadia. I I I r E. Industry Group Classification Check one box which most accurately describes the industry group which you represent. See instructions on reverse. El AGRICULTURE F-1 LEGAL ❑ EDUCATION ❑ PUBLIC EMPLOYEES ® GOVERNMENT ❑ POLITICAL ORGANIZATIONS ❑ HEALTH ❑ UTILITIES ❑ LABOR UNIONS ❑ OTHER (Describe in detail) BUSINESS: (Check one of the follov ❑ ENTERTAINMENT /RECREATION ❑ FINANCEANSURANCE ❑ LODGING /RESTAURANTS ❑ MANUFACTURING/INDUSTRIAL ❑ MERCHANDISE/RETAIL ,ing sub- categodes.) ❑ OIL AND GAS ❑ PROFESSIONALITRADE ❑ REAL ESTATE ❑ TRANSPORTATION ❑ OTHER (Specific Description)