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HomeMy WebLinkAboutItem 12c - Professional Lobbying and Consulting Services DATE: October 1, 2019 TO: Honorable Mayor and City Council FROM: Tom Tait, Public Works Services Director By: Vanessa Hevener, Environmental Services Officer SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH BEST BEST & KRIEGER, LLP FOR PROFESSIONAL LOBBYING AND CONSULTING SERVICES TO SECURE GRANT FUNDING FOR WATER AND STORMWATER RELATED PROJECTS IN THE AMOUNT OF $25,323.08 Recommendation: Approve SUMMARY In July 2017, the City Council awarded a Professional Services Agreement to Best Best & Krieger, LLP (“BB&K”), for professional lobbying and consulting services to secure grant funding for water and stormwater related projects under the 2007 Water Resources Development Act (“WRDA”) authorization. Additionally, the City of Sierra Madre partnered with the City and equally split the cost for lobbying services with BB&K. Subsequently, the City Council approved an extension to the contract in July 2018. Given the lobbying efforts already underway by the Cities of Arcadia and Sierra Madre, Arcadia staff approached the member agencies of the Rio Hondo/San Gabriel River Water Quality Group (the “Group”), comprised of the Cities of Bradbury, Duarte, Monrovia, the County of Los Angeles, and Los Angeles County Flood Control District, to expand the scope of the efforts to include other regional projects identified in the Watershed Management Plan, and to leverage BB&K’s expertise and established relationships. As such, BB&K has offered to extend lobbying services to the Group for $84,000 a year or $7,000 per month. It is recommended that the City Council approve, and authorize and direct the City Manager to execute a Professional Services Agreement with Best Best & Krieger, LLP for Professional Lobbying and Consulting Services for water and stormwater related projects in the amount $25,323.08. PSA with Best Best & Krieger for Lobbying Services October 1, 2019 Page 2 of 4 BACKGROUND In 2007, the Cities of Arcadia and Sierra Madre were awarded a joint authorization of $20 million dollars under the WRDA for local water and wastewater related infrastructure projects, but the grants were never fully funded by Congress. In July 2017, the City Council awarded a Professional Services Agreement to Best Best & Krieger, LLP (“BB&K”), for professional lobbying and consulting services to secure grant funding for water and stormwater related projects under the 2007 WRDA authorization. Subsequently, the City Council approved an extension to this contract in July 2018. Funding through the WRDA originally authorized in 2007 is intended for completing water and stormwater related infrastructure projects identified in the City’s Watershed Management Program (the “WMP”) Plan. The WMP included two stormwater capture and groundwater recharge projects, one located at the Peck Road Water Conservation Park, and the other at the Los Angeles County Arboretum. These projects will help both Arcadia and Sierra Madre comply with the National Pollutant Discharge Elimination System (the “NPDES”) Permit requirements, remediate surrounding water quality, and increase groundwater levels in the Raymond and Main San Gabriel Groundwater Basins. For the past several years, BB&K has provided a high level of expertise and strategic guidance to the Cities of Arcadia and Sierra Madre for the two proposed projects at the federal level. The City and Sierra Madre split the cost for lobbying services equally for an annual cost of $36,000. The firm has worked to increase the visibility and attractiveness of the projects, including facilitating a lobbying trip to Washington, D.C. for City Council and City staff to meet with congressional representatives, the Bureau of Reclamation, Army Corps of Engineers, and the Environmental Protection Agency. The proposed projects were well presented and well received by all parties, including local stakeholders such as the Los Angeles Army Corps of Engineers office, Los Angeles County, and Arboretum staff. DISCUSSION In July 2019, the Public Works Services Department (“PWSD”) proposed to the Oversight Committee of the Rio Hondo/San Gabriel River Water Quality Group that a regional approach to our lobbying efforts was necessary to better engage the various federal agencies and other stakeholders. The PWSD proposed to expand the scope of BB&K’s efforts to include the other regional projects identified in the Watershed Management Plan, and to leverage BB&K’s expertise and relationships established during the previous two years. BB&K has offered to extend lobbying services to the Group for $84,000 a year or $7,000 per month (Exhibit “A”). Contracting with BB&K was the logical next step as the firm has assisted the Cities of Arcadia and Sierra Madre with its on-going efforts. The City of Arcadia would act as the lead agency and as the primary liaison between the Group and BB&K. Although the PSA with Best Best & Krieger for Lobbying Services October 1, 2019 Page 3 of 4 County of Los Angeles and the Los Angeles County Flood Control District are in support of a regional approach to our lobbying efforts, both agencies have internal staff that serve the same function, and therefore, the County and the Flood Control District will work in tandem with BB&K in lieu of contributing directly to the cost sharing arrangement. While Arcadia is the lead agency, BB&K will invoice the member agencies separately based on the Cities’ monthly share. As such, a Joint Representation Waiver is needed to ensure the Cities are fully represented by BB&K (Exhibit “B”). The cost share formula is based 50% on participation and 50% on land area. The City of Arcadia’s annual contribution will be $25,323.08 or $2,110.26 per month, with the calculation shown in the chart below. Jurisdiction Monthly Annual Arcadia $2,110.26 $25,323.08 Bradbury $943.59 $11,323.08 Duarte $1,161.54 $13,938.46 Monrovia $1,725.64 $20,707.69 Sierra Madre $1,058.97 $12,707.69 Under the modified scope of work, BB&K will work with the Group to lobby for a new WRDA authorization and assist in identifying grant funding opportunities with federal agencies, as well as facilitating meetings with key decision makers and building coalitions to secure support for federal grant applications. In addition, BB&K will assist in educating key stakeholders on the Rio Hondo/San Gabriel River Water Quality Group’s five regional projects and their benefits at the federal level. ENVIRONMENTAL IMPACT The proposed action does not constitute a project under the California Environmental Quality Act (“CEQA”), and it can be seen with certainty that it will have no impact on the environment. Thus, this matter is exempt under CEQA. FISCAL IMPACT The annual cost of services for BB&K is $84,000, with the City of Arcadia’s annual contribution share in the amount of $25,323.08 or $2,110.26 per month. The contract is to be proportionally divided on a formula based on participation (50%) and land area (50%) between the Cities of Arcadia, Bradbury, Duarte, Monrovia, and Sierra Madre. Sufficient funding for these lobbying services is budgeted in the Fiscal Year 2019-20 Water Operating Budget. The rate is all inclusive and covers other direct expenses including telephone, postage, shipping, photocopying, and other administrative costs. PSA with Best Best & Krieger for Lobbying Services October 1, 2019 Page 4 of 4 RECOMMENDATION It is recommended that the City Council approve, and authorize and direct the City Manager to execute a Professional Services Agreement with Best Best & Krieger, LLP for Professional Lobbying and Consulting Services to secure grant funding for water and stormwater related projects in the amount of $25,323.08. Attachments: Exhibit “A” – RHSGR Watershed Group Engagement Letter Exhibit “B” – RHSGR Watershed Group Joint Representation Letter Exhibit “C” – Proposed Professional Services Agreement Indian Wells (760) 568-2611 Irvine (949) 263-2600 Los Angeles (213) 617-8100 Manhattan Beach (310) 643-8448 Ontario (909) 989-8584 Riverside (951) 686-1450 Sacramento (916) 325-4000 San Diego (619) 525-1300 Walnut Creek (925) 977-3300 2000 Pennsylvania Avenue, N.W., Suite 5300, Washington, DC 20006 Phone: (202) 785-0600 | Fax: (202) 785-1234 | www.bbklaw.com John D. Freshman (202) 370-5301 john.freshman@bbklaw.com July 25, 2019 VIA EMAIL Rio Hondo-San Gabriel River Watershed Group c/o Dominic Lazzaretto 240 W. Huntington Drive Arcadia, CA 91106 RE: Agreement for Government Relations Advocacy Services Dear Rio Hondo-San Gabriel River Watershed Group: It was a pleasure to meet with you today. Per our conversation, we would be delighted to work for the cities of the Rio Hondo-San Gabriel River Watershed Group – comprised of the Cities of Arcadia, Bradbury, Duarte, Monrovia, and Sierra Madre (“Group”). BB&K will work on behalf of the Group to identify and help secure federal grants for the Group’s regional water projects listed below. BB&K maintains a full government relations office in Washington, D.C., which effectively monitors, researches, and advocates clients’ positon at the federal level before Congress and the executive branch agencies. The projects BB&K will work on for the Rio Hondo-San Gabriel River Watershed Group include the: •Arcadia Wash Ecosystem Restoration Project at the Arboretum •Rio Hondo Ecosystem Restoration Project •Arcadia Wash Water Conservation Diversion Project •Encanto Park Stormwater Capture Project •Basin 3E Enhancements at Santa Fe Spreading Grounds A summary of the services provided include: 1.Identify and Assist with Funding Opportunities: Utilize our unique relationships to monitor federal grant programs and other funding opportunities with a special focus on "EXHIBIT A" July 25, 2019 Page 2 federal grants and the appropriations process. BB&K will target the Army Corps of Engineers, the Environmental Protection Agency, and the Bureau of Reclamation for federal funding partnerships. 2.Advocacy and Updates: Represent the Group before Congress and federal agencies by educating key stakeholders on the Rio Hondo-San Gabriel River Watershed Group’s projects and their benefits. 3.Relationship and Coalition Building: Set meetings with key decision makers and build coalitions to secure support for federal grant applications. As discussed this agreement will begin October 1, 2019 for $7,000 a month for one year. On behalf of BB&K, we are pleased to have this opportunity and look forward to a long productive relationship with the Rio Hondo-San Gabriel River Watershed Group. This Agreement may be signed in counterparts. Each signed copy will be deemed to be an original, but all of them together will constitute one and the same Agreement. Sincerely, __________________________ John D. Freshman for BEST BEST & KRIEGER LLP Signed: ________________________________ Dominic Lazzaretto City of Arcadia Date: __________________________________ July 25, 2019 Page 3 Signed: ________________________________ Kevin Kearney City of Bradbury Date: __________________________________ Signed: ________________________________ Darrell George City of Duarte Date: __________________________________ Signed: ________________________________ Oliver Chi City of Monrovia Date: __________________________________ Signed: ________________________________ Gabriel Engeland City of Sierra Madre Date: __________________________________ Indian Wells (760) 568-2611 Irvine (949) 263-2600 Los Angeles (213) 617-8100 Manhattan Beach (310) 643-8448 Ontario (909) 989-8584 Riverside (951) 686-1450 Sacramento (916) 325-4000 San Diego (619) 525-1300 Walnut Creek (925) 977-3300 2000 Pennsylvania Avenue, N.W., Suite 5300, Washington, DC 20006 Phone: (202) 785-0600 | Fax: (202) 785-1234 | www.bbklaw.com John D. Freshman (202) 370-5301 john.freshman@bbklaw.com September 12, 2019 City of Arcadia Attn: Mr. Dominic Lazzaretto, City Manager 240 West Huntington Drive Arcadia, CA 91007 Re: Informed Consent - Joint Representation Dear Mr. Lazzaretto: Best Best & Krieger LLP (the “Firm”) has been asked to represent the Rio Hondo-San Gabriel River Watershed Group (the “Group”), which is made up of the Cities of Arcadia, Bradbury, Duarte, Monrovia, and Sierra Madre (the “Cities”). The Firm will work on behalf of the Cities as joint clients to identify and help secure federal funding for the Group’s regional water projects that include the following: Arcadia Wash Ecosystem Restoration Project, Rio Hondo Ecosystem Restoration Project, Arcadia Wash Water Conservation Diversion Project, Encanto Park Stormwater Capture Project, and the Basin 3E Enhancements at Santa Fe Spreading Grounds project (the “Project Matters”). Although our current representation of the Cities regarding Project Matters involves Federal advocacy, the law Firm is subject to rules of professional conduct. Accordingly, we must discuss with Arcadia and the other Cities the potential impact of our joint representation and obtain Arcadia’s informed written consent, as well as that of each of the other Cities. RULES OF PROFESSIONAL CONDUCT Rule 1.7 of the California Rules of Professional Conduct provides in pertinent part: (a) A lawyer shall not, without informed written consent from each client and compliance with paragraph (d), represent a client if the representation is directly adverse to another client in the same or a separate matter. (b) A lawyer shall not, without informed written consent from each affected client and compliance with paragraph (d), represent a client if there is a significant risk the lawyer’s representation of the client will be materially limited by the lawyer’s responsibilities to or relationships with another client, a former client or a third person, or by the lawyer’s own interests. "EXHIBIT B" September 12, 2019 Page 2 . . . (d) Representation is permitted under this rule only if the lawyer complies with paragraphs (a), (b)… and: (1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client; (2) the representation is not prohibited by law; and (3) the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or other proceeding before a tribunal. SCOPE OF REPRESENTATION & DISCLOSURES Our representation of the Cities jointly concerns the Project Matters. At the present time, and based upon what we have been advised by each of the Cities, we believe the Cities’ interests are aligned and see no current conflict between or among the Cities.. However, in accordance with the California Rules of Professional Conduct, we must provide the Cities with written disclosure of the relevant circumstances of this joint representation, the reasonably foreseeable adverse consequences which might arise from the Firm’s representation of the Cities jointly, and obtain each of the Cities’ consent thereto prior to proceeding with this joint representation. Although it is impossible to foretell all potential consequences which could arise from this type of representation, this letter addresses the reasonably foreseeable risks and conflicts that potentially may develop going forward, which we ask each of the Cities to consider. Pursuant to the provisions of Rule 1.7, we inform the Cities as follows: 1. Potential Conflicts - Clients may differ on strategy, costs or on the issue of whether to agree to certain terms; one of the clients may instruct the Firm in a manner that is contrary to the instructions of the other client; it may be argued that there is an appearance of impropriety in our representation of joint clients simultaneously; and/or, one client may take a position or act in a manner that could be prejudicial to the interests of another client. Although we do not expect any of the above eventualities, before we could continue to represent any of the Cities under those circumstances, we would be required to obtain each City’s separate, informed, written consent concerning such a situation. We cannot advise any of the Cities of their individual or mutual rights amongst or against each other, in resolving any such disagreements. September 12, 2019 Page 3 2. Disputes Between Clients - Should any of the Cities feel that there is a potential dispute, actual dispute or claim between or among the Cities , it should be brought to our attention immediately. We will be unable to counsel any of the Cities regarding any rights or obligations as between or among the Cities , whether or not such rights or obligations relate to the subject matter of the representation. In the event such a disagreement cannot be resolved between or among the Cities, there is a possibility that such a disagreement would develop into an actual conflict of interest between or among the Cities that would require the Firm to withdraw from further representing the Cities in this matter. Such a situation could require increased expense, time and effort on your part if new representation is needed. Again, any such changes or new information will be disclosed and discussed with the Cities prior to any action being taken that would significantly affect our relationship. In addition, should new or additional facts come to our attention which suggest any of the Cities may have or should consider asserting rights against any of the other Cities or that any of the Cities should consider action to protect or preserve such rights, we will advise each of the Cities that such facts have come to our attention. We will not, however, advise any of the Cities of the reason why we are alerting the Cities or the basis for such an alert. We believe that to do so may compromise the interests of the Cities in violation of the responsibilities we owe to each of the Cities. We will likely further recommend that each of the Cities consult with independent counsel. 3. No Confidentiality - In cases of joint representation, although the Firm owes joint clients a duty of confidentiality as to third parties, there is generally no duty of confidentiality or attorney-client privilege between or among the joint clients. The Firm has a duty to communicate and keep all clients reasonably informed about significant developments relating to the representation. Thus, communications made between one joint client and the Firm that are relevant to the joint representation are subject to disclosure to the other client, even in the absence of express consent to the disclosure. By consenting to this agreement, Arcadia understands that there can be no confidentiality between the Firm and any of the other Cities as joint clients with respect to significant developments related to this representation. In addition, each of the Cities must maintain the confidentiality of all communications between the Cities and us. If one of the Cities fails to do so, it may jeopardize confidentiality protections between the Cities and us. The result may be that other parties may be able to learn the content of confidential communications between us and/or, as a practical matter, could prejudice the non- disclosing entity because otherwise confidential information may become known September 12, 2019 Page 4 to third-parties. It is, therefore, critical that each of the Cities understands the need for confidentiality concerning the communications between us and that each of the Cities maintains that confidentiality. In other words, a joint representation does not change the confidential nature of such communications relative to outside third parties, but does change it as to the inside parties to the joint representation. By executing this letter, Arcadia expressly consents to the communication to each of the Cities of any information received by the Firm from any one of the Cities during the Firm’s joint representation of the Cities in this matter. 4. No Attorney-Client Privilege - California Evidence Code § 962 provides that one joint client may not claim a privilege as to a communication made in the course of this attorney-client relationship when such a communication is offered in a legal proceeding between or among the joint clients. This also applies should a dispute arise between one client and the Firm in the future. 5. Balance of Interests - In joint client representation, lawyers owe fiduciary obligations of loyalty to each of the jointly represented clients and cannot take sides or assert the interests of one client over the interests of the other. The Firm is required to balance the interest between or among the clients and may make decisions that will be in the best interests of the overall group and not necessarily in the best interests of an individual client. Thus, rather than the Firm vigorously asserting a single interest of an individual client on an issue, there will be a balancing of interests among the joint clients. 6. Each Client’s Responsibility for Fees and Costs – CRPC Rule 1.8.6 requires written consent when a lawyer is paid by another party to represent a client. Arcadia is responsible for paying our invoices on behalf of the Cities regarding the Project Matters. The Firm acknowledges, however, that the Cities are the Firm’s co-clients in the Project Matters and the Firm shall take instructions from all the Cities, or from their selective representative, regarding the handling of the Project Matters. The Firm does not perceive that this payment arrangement will interfere with the Firm’s independence or professional judgment or with the relationship with all identified entities represented as co-clients in the Project Matters, and the Firm represents that information relating to the joint representation will be protected consistent with Business & Professions Code 6068(e). Although Arcadia is responsible for payment for the Firm’s services, we must make it clear that the Cities are all jointly and severally responsible for payment of our fees and costs associated with the Project Matters if for any reason Arcadia is unable or fails to pay our invoices. September 12, 2019 Page 5 7. Effect of the Firm Withdrawing - If we are forced to withdraw from this representation because of a conflict between or among the Cities or as permitted under CRPC, Rule 1.16, the expense of educating new representatives on events that may have transpired during the course of our representation might be significant. And, unless another conflict waiver is executed with the Firm, it may require that each of the Cities obtains other representation, thereby potentially adding to your expense. Such an event also might delay any needed actions in connection with the engagement, or in otherwise achieving the goals of the engagement. 8. Termination – Each client has the absolute right to terminate the Firm regardless of what the other joint client(s) may decide. Should one client wish to terminate the relationship without the agreement of the other client(s), we will disclose the circumstances at that time and determine whether the Firm may continue representation of one client or whether the representation must be terminated in its entirety, and consent will be obtained as necessary. 9. Client File - After the matter is concluded, each of the Cities may make conflicting demands for the original client file, which each is entitled to receive. Each agree that we may release the original to the client who first provides a written request, as long as we release an exact copy to each of the other Cities. YOUR CONSENT If Arcadia wishes for the Firm to represent it in the Project Matters, we need you to sign this consent letter. Should you have any concerns that were not mentioned in this letter, please tell us immediately, so we can make sure to address them as necessary. In the event that circumstances change or we become aware of new information that requires additional disclosures and/or a new consent from the parties, you will be notified of that fact immediately, and continued representation will be subject to the informed written consent of the involved parties as necessary. Please consider this matter carefully, and do not hesitate to contact us if you have any questions or concerns. You may wish to confer with independent legal counsel regarding this disclosure, and you should feel free to do so. Your execution of this consent form will constitute Arcadia’s acknowledgment of full disclosure in compliance with the requirements of Rule 1.7 of the California Rules of Professional Conduct previously quoted in this letter. September 12, 2019 Page 6 A copy of this letter is enclosed for your files. We look forward to hearing from you soon. Sincerely, John D. Freshman for BEST BEST & KRIEGER LLP CONSENT By this letter, Best Best & Krieger LLP has explained the joint representation, and the existing and/or reasonably foreseeable potential risks and conflicts of interest in the above referenced matter. Our Firm has also informed Arcadia of the possible consequences of this joint representation and those conflicts. Arcadia understands that Arcadia has the right and has been encouraged to consult with independent counsel before signing this consent, and Arcadia acknowledges that Arcadia has been given sufficient time to do so. Notwithstanding the foregoing, Arcadia hereby consent and agree to Arcadia be represented by Best Best & Krieger LLP in the above described joint representation. AGREED AND ACCEPTED: By: Dated: Revised 04/13 1 PROFESSIONAL SERVICES AGREEMENT REGARDING PROFESSIONAL LOBBYING AND CONSULTING SERVICES TO SECURE GRANT FUNDING FOR WATER AND STORMWATER RELATED PROJECTS 1.PARTIES AND DATE. This Agreement is made and entered into this ____ day of ____________, 2019 by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066-6021 ("City") and Best, Best, & Krieger, LLP, a Limited Liability Partnership, with its principal place of business at 2000 Pennsylvania Avenue N.W., Suite 5300, Washington, DC 20006 ("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 lobbying and consulting 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 Lobbying and Consulting Services to Secure Grant Funding for Water and Stormwater Related projects (“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 lobbying and 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. "EXHIBIT C" Revised 04/13 2 3.1.2 Term. The term of this Agreement shall be for one year from the date of execution, 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 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. 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 it has the professional and technical personnel 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 prior written 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 prior 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: John D. Freshman, Senior Director of Governmental Affairs. Revised 04/13 3 3.2.5 City’s Representative. The City hereby designates Tom Tait, Public Works Services Director, or his or her 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. 3.2.6 Consultant’s Representative. Consultant hereby designates John D. Freshman, or his or her 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 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 it is skilled in the professional calling necessary to perform the Services. 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, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. 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 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 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 Revised 04/13 4 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, and employees 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. 3.2.9.1 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 directors, officials, 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). 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. 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; provided, however, that in lieu thereof, the Consultant may provide evidence to the City that all subcontractors are additional insureds under the Consultant’s policies of insurance. 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, subcontractors and volunteers. Consultant shall also name and obtain insurer’s consent to naming City, its directors, officials, officers, and employees as an additional insured with proof of certificate of insurance that they are an additional insured. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be when commercially available (occurrence based) at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations; (2) Automobile Liability: Revised 04/13 5 Insurance Services Office Business Auto coverage for any auto owned, leased, hired, and borrowed by Consultant or for which Consultant is responsible; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The City, its directors, officials, officers, and employees shall be listed as additional insured. Any deductibles or self-insured retentions must be declared to and approved by City and conform to the requirements provided in Section 3.2.10.6 herein. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. 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; (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of three (3) 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. 3.2.10.4 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: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, and employees shall be covered as additional insured with respect to liability arising out of Services operations and for completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, and employees, 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 and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. Revised 04/13 6 (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, and employees 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 (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, and employees, 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, and employees shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, and employees for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested of cancellation, of intended non-renewal or endorsement reduction in limit or scope of coverage; provided, however, that in the event of cancellation due solely to non-payment of premium, ten (10) days notice of cancellation for non-payment of premium may instead be 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, and employees. 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, and employees. 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: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, and employees; or (2) 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:VII, admitted or approved to do business in California, and satisfactory to the City. Revised 04/13 7 3.2.10.8 Verification of Coverage. Consultant shall furnish City with complete and accurate copies of current 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. Copies of 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. 3.2.10.9 Safety. 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 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. 3.2.10.10 Material Breach. Lack of insurance does not negate Consultant’s obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including reimbursements which receive the City’s prior written authorization, 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 TWENTY- FIVE THOUSAND, THREE HUNDRED TWENTY-THREE DOLLARS AND EIGHT CENTS ($25,323.08) 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. 3.3.2 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 Revised 04/13 8 shall, within forty-five (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 prior written authorization is obtained from the 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 prior 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. 3.5.1.1 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. A termination without cause by City shall not act as or be deemed a waiver of any potential known or unknown City claims associated with Consultant’s performance prior to the date of termination. 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. Revised 04/13 9 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: Best Best & Krieger, LLP 2000 Pennsylvania Avenue N.W. Suite 5300 Washington, DC 20006 Attn: John D. Freshman City: City of Arcadia 240 West Huntington drive Arcadia, CA 91007 Attn: Tom Tait, Public Works Services Director 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, 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. Revised 04/13 10 3.5.3.2 Confidentiality. Except as otherwise required by California law, 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. 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 Indemnification. 3.5.5.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, and employees 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 attorney’s fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant shall defend with Legal Counsel of City’s choosing, 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, and employees. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, and employees, in any such suit, action or other legal proceeding arising from Consultant’s performance of the Services, the Project or this Agreement; except to the extent that liability is caused by the active negligence or willful misconduct by the City or its directors, officials, officers, and employees. Consultant shall reimburse City and its directors, officials, officers, and employees, 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 Revised 04/13 11 the City, its directors, officials, officers, and employees, and shall take effect immediately upon execution of this Agreement. 3.5.5.2 The duty to defend and to hold harmless, as set forth above, shall include the duty to defend as established by Section 2778 of the California Civil Code, and the duty to defend shall arise upon the making of any claim or demand against the City, its respective officials, officers, agents, employees and representatives, notwithstanding that no adjudication of the underlying facts has occurred, and whether or not Consultant has been named in the claim or lawsuit. 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 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 attorneys’ fees and all other costs of such action. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.12 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. 3.5.13 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, Revised 04/13 12 and employees 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. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 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. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 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. 3.5.18 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. 3.5.19 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, sexual orientation 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. 3.5.20 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. Revised 04/13 13 3.5.21 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. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein are hereby incorporated into this Agreement by this reference. 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. In witness whereof the Parties have executed this Professional Services Agreement on the date set forth below. [SIGNATURES ON NEXT PAGE] Revised 04/13 14 CITY OF ARCADIA BEST BEST & KRIEGER By __ By ____________________________ Dominic Lazzaretto Signature City Manager Date: ______________________ ______________________________ Print Name and Title ATTEST: Date: _________________________ ___________________________ By____________________________ City Clerk Signature APPROVED AS TO FORM: ______________________________ Print Name and Title ___________________________ Date: _________________________ Stephen P. Deitsch City Attorney CONCUR: ______________________________ Tom Tait Public Works Services Director A-1 EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide federal advocacy and consulting services for the Rio Hondo- San Gabriel River Watershed Group – comprised of the Cities of Arcadia, Bradbury, Duarte, Monrovia, and Sierra Madre (“Group”), to secure grant funding for water and stormwater related projects and shall include, but is not limited to the following tasks: A. Identify and Assist with Funding Opportunities: Consultant shall utilizing their unique relationships to monitor federal grant programs and other funding opportunities with a special focus on federal grants and appropriations process. Consultant shall target the Army Corps of Engineers, the Environmental Protection Agency, and the Bureau of Reclamation for federal funding partnerhsips. B. Advocacy and Update: Consultant shall represent the Group before Congress and federal agencies by educating key stakeholders on the Rio Hondo-San Gabriel River Watershed Group’s project and their benefits. C. Relationship and Coalition Building: Consultant shall set meetings with key decision makers and build coalitions to secure support for federal grant applicatins. • The projects that the Consultant shall work on for the Group will include: o Arcadia Wash Ecosystem Restoration Project at the Arboretum o Rio Hondo Ecosystem Restoration Project o Arcadia Wash Water Conservation Diversion Project o Enancto Park Stormwater Capture Project o Basin 3E Enhancements at Santa Fe Spreading Grounds B-1 Exhibit "B" SCHEDULE OF SERVICES All work shall be completed in accordance with the following schedule: The term of this Agreement shall be for one year from the date of execution. All task schedules under Exhibit “A” shall be adhered to and executed accordingly. C-1 Exhibit "C" COMPENSATION Compensation shall be based on time and materials spent in accordance with the following tasks, not to exceed the total compensation listed: Professional Lobbying and Consulting Services $25,323.08 To Secure Grant Funding for Water and Stormwater Related Projects Total Compensation: $25,323.08 The total compensation shall not exceed the total listed without written authorization in accordance with Section 3.3.1 of this agreement. Monthly rate fee information is attached.