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HomeMy WebLinkAboutTownsend Public Affairs (TPA), Inc. - 2022-03-01 AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND TOWNSEND PUBLIC AFFAIRS, INC. FOR ON-CALL LEGISLATIVE ADVOCACY AND GRANT MANAGEMENT SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation,hereinafter referred to as "City,"and Townsend Public Affairs, Inc.,hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated February 1, 2022, entitled"Professional Services Contract Between the City of Huntington Beach and Townsend Public Affairs,Inc. for On-Call Legislative Advocacy and Grant Management Services"which agreement shall hereinafter be referred to as the "Original Agreement"; and City and Consultant wish to amend the Original Agreement to increase the amount of compensation to be paid to Consultant, NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. ADDITIONAL COMPENSATION In consideration of the services to be performed under the Original Agreement, City agrees to pay Consultant at the rates specified in Exhibit B which is attached hereto and incorporated by reference into this Agreement. City further agrees to pay Consultant an additional sum not to exceed Ten Thousand Dollars ($10,000.00). The additional sum shall be added to the original sum of Ninety Thousand Dollars ($90,000.00), for a new contract amount not to exceed One Hundred Thousand Dollars ($100,000.00). 23-12336/300164 1 ,derma �'an 7 2. TERM The term of the Agreement is extended for one additional month until March 1,2023. 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on January 31 , 2023. TOW /'UBLIC AFFAIRS INC. CITY OF HUNTINGTON BEACH, a municipal corporation of the State of `/�� California By: L.� ____(,_, ... ..„D____ print n. ie ITS: (circle on• Chairman 'reside. ice President Mayor II/ 1 A D � 9,44V1104,1444) I if B • �_� City Clerk v may'.a v IA kir. P 4OVED: print name \ ITS: (circle one) " ''Chief Financial Officer/Asst. Secretary-Treasurer City Manag APPROVED ,T FORM: • Attorney i/ 23-12336/300164 2 ACCJRU DATE(MWDDIYYYY) �� CERTIFICATE OF LIABILITY INSURANCE 01/01/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES 13ELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Bannister & Associates Insurance Agency PHONE Kerry Wakely FAX CA License #0691071 £A/C,ND Ex!): (714) 536-6086 (A/C.No):(714) 536-4054 305 17th Street E-MAIL Huntington Beach CA 92698-4209 ADDRESS: kerryC9bai-ins.com INSURER(S)AFFORDING COVERAGE NAIC 9 INSURER A:Continental Casualty Company 20443 INSURED (949) 399-9050 INSURERS:Nationwide Mutual Insurance Co 23787 Townsend Public Affairs, Inc. INSURERC:Oak River Inaurnace Company 34630 1401 Dove Street, Suite 330 INSURER D:Beasley Insurance Company 37540 Newport Beach CA 92660 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:Cert ID 11953 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUeR POLICY£FF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYYI (MMIDDIYYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR Y B 6074573557 TO RENTED 08/31/2022 08/31/2023 PREMISES(Ea occurrence) S 300,000 MED EXP(Any one person) S 10,000 PERSONAL&ADVINJURY $ 1,000,000 GEM_AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO X JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT(Ea striden $ 1,000,000 t] B X ANY AUTO ACP 3140426099 08/31/2022 08/31/2023 BODILY INJURY(Perperson) $ OWNED —SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE _ AUTOS ONLY _ AUTOS ONLY (Per acddenl) S A X UMBRELLALIAB X OCCUR B 6074573560 08/31/2022 08/31/2023 EACH OCCURRENCE $ 5,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE S 5,000,000 DED X RETENTIONS 10,000 $ WORKERS COMPENSATION C AND EMPLOYERS'LIABILITY YIN TOWC328045 08/31/2022 08/31/2023 X STATUTEO ER ANYPROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? I 1 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ 1,000,000 D Professional Liability W3011)1,220201 08/31/2022 08/31/2023 Limit (each claim)I S 2,000,000 incl Personal/Adv injury Retentions $5,000 Limit (aggregate): $ 4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached If more space Is required) The certificate holder is named as additional insured with respects general liability policy limits. APPROVED AS TO FORM SY�MICHAEL E. CITY ATTORNEY CERTIFICATE HOLDER CANCELLATION Y OF HUN(1T113TON BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach CA 92698 /!'/j# ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD,. �. i ,;.,. �';`�'.K 1`:!`•i,...l i1�1,7(7',�.%iilli�-.1.. Page 1 of 1 2000 Mam Street, Huntington Beach,CA 92648 City of Huntington Beach /IwpovEa & (Pt-TL_,kZso^/n 6) AS.4"eW CD TD RJEW 4OA/T)2htT r) o f-1 RW� 7-0 ekk YE.)e File #: 22-149 MEETING DATE: 3/1/2022 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Sean Joyce, Interim City Manager PREPARED BY: Travis K. Hopkins, Assistant City Manager Subject: Approve and authorize execution of a Professional Services Contract with Townsend Public Affairs (TPA), Inc. for Legislative Advocacy and Grant Management Services Statement of Issue: The City completed a Request for Qualifications (RFQ) process to retain a legislative advocacy and grant management services consultant. Based on the RFQ assessment, staff requests authorization to execute a Professional Services Agreement with Townsend Public Affairs ("TPA") to advocate for the City priorities and policies on the federal, state and local levels and to identify and apply for grant funding to finance city programs and initiatives. The term of the agreement is three years with the option to renew for a fourth. Financial Impact: The Professional Services Agreement with TPA will require a monthly fee of $7.500 for the aforementioned services. The agreement is capped at $90,000 per year, and sufficient funds are budgeted in 10030101.69365. Recommended Action: Approve and authorize the Mayor and City Clerk to execute a "Professional Services Contract Between the City of Huntington Beach and Townsend Public Affairs, Inc. for On-Call Legislative Advocacy and Grant Management Services." Alternative Action(s): Do not approve the recommended action and direct staff accordingly. Analysis: Staff recommends awarding a Professional Services Agreement to TPA for legislative advocacy and grant management services. TPA would primarily work with staff and the Intergovernmental Relations Committee (IRC) to present state and federal legislation that impact Huntington Beach, advocate for the City's priorities and projects on all legislative levels as directed, and apply for grant funds to finance major initiatives. Since March 2014, TPA has continuously provided these services to the IRC and staff. In anticipation of their most recent contract expiring earlier this year, the City issued an RFQ for legislative advocacy and grant management services, as required by the City's contracting policies. Through this RFQ, staff and the IRC received proposals from four different firms. Following their evaluation, TPA was identified as the highest- ranking firm due to their extensive knowledge of Orange County issues and track record of working hand-in- hand with local, state and federal legislators to further Huntington Beach objectives. As such, staff Cty of Huntrgton Beacb Page 1 of 2 Ponied w 3140022 powered*y LegisWe File #: 22-149 MEETING DATE: 3/1/2022 recommends awarding the professional services agreement for legislative advocacy and grant management services to TPA. TPA's proposed scope of work includes a renewed focus on identifying funding opportunities to support the City's initiatives including, but is not limited to, homeless and mental health services and investments in capital improvements. TPA will also be responsible for presenting a monthly agenda to the Intergovernmental Relations Committee (IRC) that includes an ongoing assessment of local, state and federal legislation that unfolds throughout the year. TPA's findings will be reflective of the City's current and future priorities and include timely recommendations to make progress on those priorities. TPA will draft letters, position statements, and legislative language as needed and will also maintain strong relationships with stakeholders and elected leaders to facilitate collaboration. Environmental Status: Not applicable. Strategic Plan Goal: Non Applicable - Administrative Item Attachment(s): 1. Professional Services Agreement with Townsend Public Affairs 2. RFQ for Legislative Advocacy and Grant Management Services City of Huntington Beach Page 2 of 2 Printed on 2/2 412 0 2 2 oowerel2i Legistar° City Council/ ACTION AGENDA March 1, 2022 Public Financing Authority Recommended Action: Adopt Resolution No 2022-06, "A Resolution of the City Council of the City of Huntington Beach Authorizing the Application and Adopting the PLHA Plan for Permanent Local Housing Allocation Program' authorizing the City Manager position or his/her designee to execute all documents related to the PLHA program Approved 7-0 17. 21-853 Approved and executed a Site License Agreement between New Cingular Wireless (AT&T) and the City of Huntington Beach for a wireless communication facility located at Fire Station 6 - Edwards Recommended Action: Approve and authorize the Mayor and City Clerk to execute the Site License Agreement For Installation and Use of a Communications Antenna Facility and Supporting Equipment Between the City of Huntington Beach and New Cingular Wireless PCS, LLC for the telecommunications facility at Fire Station 6 - Edwards based on the terms and conditions as presented herein Approved 7-0 18. 22-110 Accepted the lowest responsive and responsible bid and authorized execution of a construction contract with Palp, Inc. dba Excel Paving Company (Excel Paving) in the amount of $291,600 for the Flow Line Half Round Inlet Drainage Structures Project, CC-1676 Recommended Action: A) Accept the most responsive and responsible bid submitted by Excel Paving in the amount of 5291.600, and, B) Authorize the Mayor and City Clerk to execute a construction contract in a form approved by the City Attorney Approved 7-0 19. 22-151 Finance Commission Request to Discuss and Review the City's Master Fee and Charges Schedule Recommended Action: Direct staff to review the Master Fees and Charges Schedule and review the results with Finance Commission for input and recommendations prior to City Council consideration Approved 7-0 20. 22-149 Approved and authorized execution of a Professional Services Contract with Townsend Public Affairs (TPA), Inc. for Legislative Advocacy and Grant Management Services Recommended Action: Approve and authorize the Mayor and City Clerk to execute a 'Professional Services Contract Between the City of Huntington Beach and Townsend Public Affairs, Inc for On-Call Legislative Advocacy and Grant Management Services " Approved 6-1 (Peterson-No) as amended to reduce contract term from three to one year PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNfINGTON BEACH AND TOW (SEND PUBLIC AFFAIRS. INC. FOR ON-CALL LEGISLATIVE ADVOCACY AND GRANT i%4ANAGE\-IEN'T SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the Cite of Huntington Beach, a municipal corporation of the State of California. hereinafter referred to as "CITY," and "Townsend Public Affairs, Inc., hereinafter referred to as "CONSULTANT." WHEREAS. CITY desires to engage the services of a consultant to provide Legislative Advocacy and Grant Nlanagement Services: and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntin_ton Beach iunicipal Code Chapter 3.03. relating to procurement of professional service contracts have been complied with: and CONSULTANT has been selected to perform these services. NOW. THEREFORE, it is agreed by CITY and CONSULTANT as follows: I. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Christopher Townsend .who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 22.1084 12 7 6603 I of I I 3. TERM: TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on February 1. 2022 (the "Commencement Date"), This Agreement shall automatically * AHPIZOYFp 6yCtxOICIL0N N+fl1z A 1,202Z terminate one (1) year from the Commencement Date. unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than one (1) year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are ueneraliv to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date. CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Ninety Thousand Dollars (590,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of' services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CTFY is obtained. 6. NIETI-IOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 22-I08J 1276603 2 Of I I 7. DISPOSITION OF PLANS, ESTINIA'ITS AND OTHER DOCUNIENTS CONSULTANT agrees that title to all materials prepared hereunder, including. without limitation, all original drawings, designs, reports. both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees tit. 8. 1-101-D HAR\9LESS A. CONSULTANT hereby agrees to protect, defend, indemnifv and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against anv and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors. if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of' its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of' whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. E. To the extent that CONSULTANT performs "Design Professional Services' within the meaning of Civil Code Section 2782.8. then the following Bold Harmless provision applies in place of subsection A above: '2-10841R76603 3 0f I 1 "CONSULTANT hereby agrees to protect, defend. indemnify and hold harmless CITY and its officers. elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses. demands and defense costs (including, without limitation, costs and fees of' litigation of' every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to. or relate to the negligence, recklessness. or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONS UI fANf's proportionate percentage of fault. However, notwithstanding the previous sentence. in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business. CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify. including the duty and the cost to defend. is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies; CITY shall be reimbursed by CONSULTANT for all costs and attorney's tees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE- CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars (S1,000.000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of'CITY; however an insurance 22-10841 P76603 4 of' I 1 policy "deductible" of Ten Thousand Dollars (SI0,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of' the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might Live rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of' coverage lollowing PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder. CONSULTANT shall furnish to CITY a certificate of' insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force: and 22-10841276603 5 of I I C. shall promise that such policy shall not be suspended. voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice-, however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is full\, completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSUL TANT's defense. hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes. social security. state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERNIfNATION OF AGREFMINT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSUL:TANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing. notice of which shall be delivered to CONSULTANT as provided herein. In the 22-1084In 76603 6 of I event of termination. all finished and unfinished documents, exhibits, report, and evidence shall. at the option of CITY. become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNN9ENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on anv work, item or material produced as a resuft of this Agreement. 15. CITY L\9PLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices. certificates, or other communications hereunder shall be given either by personal delivery to CONSULT.ANT's agent (as designated in Section f hereinabove) or to CITY as the situation shall warrant. or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may desi_nate different addresses to which subsequent notices. certificates or other communications will be sent by notifying the other party via personal delivery. a reputable overnight carrier or U. S. certified mail-return receipt requested: 22-10841 r'76603 7 of I I TO crrti,: TO CONSULTANT: City of Huntington Beach Townsend Public Affairs, Inc. A"I"FN: City Manager Attn: Christopher Townsend 2000 Main Street 1401 Dove Street. Suite 330 Huntington Beach, CA 92648 Newport Beach, CA 92660 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any langua6c in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or 22.108-11 r276603 8 of I I neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of' any act contrary to law, and wherever there is any conflict bct\veen any provision contained herein and anv present or future statute, law. ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of' this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DIJ13LICATE ORIGINAL The original of' this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of'the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against anv party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for fill compliance with the immigration and naturalization laws of' the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Bench Ciq, Charter Section 309, the City Attorney is the exclusive legal counsel for CITY: and CITY shall not be liable for payment of anv legal services expenses incurred by CONSULTANT. 22-1084lm6603 901, 11 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions ol'this Agreement or to secure the performance hereof. each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing part%'. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement. and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not. in fact. held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement Freely and Voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements. promises. agreements or warranties, oral or otherwise. have been made by that party or anyone acting on that party's behalf. which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on ally representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this 22-10841 P76603 1001, 11 Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a TOWNSEND PUBLIC AFFAIRS, INC. municipal corporation of the State o • Calif§!Or* s By: A;' If . r».p •r Tovd ,se-".14 print name ITS: (ci a one)Cheirma n,,residcn ice President City Clerk 401/ Z2 INITIATED AND PPROVED: By: print name City Manage ITS: (circle one Greta .hlcf Financial Onicer/Assi. Secretary•77easurer APPROVED AS T RM: City Attorney CEIVE AND FILE: City Clerk Date 22-1094 112 76603 11 of I A. STATEMENT OF WORK: (Narrative of work to be performed) Provide legislative advocacy and grant management services on an on-needed basis, in support of the Cite Councils policies and priorities. B. CONSULTANT'S DUTIES AND IZI-SIIONS11311.1'1'1ES: Consultant services will be requested by the City on an as-needed basis and may include the lbllowing duties and responsibilities: Coordinate the City's efforts to proactively assess regional. state and federal legislative options or issues that unfold throughout the year: help guide the City's policy objectives by raising. discussing, and recommending any action that may benefit the City and support its programs and priorities. Act quickly on the City's behall'to rapidly changing developments that may impact the City's policy and legislative matters. Nlaintain strong and effective working relationships with stakeholders and elected leaders that represent the City on the regional, state and federal levels. Facilitate open communication and collaboration to help the City achieve its policy and program goals or address issues of interest. Draft letters, position statements, legislative language. and talking points on legislation as requested by staff. Identify potential grant funding opportunities for City services, projects. and programs. Provide grant writing services and follow up with granting agencies to facilitate a successful application, when requested by stall. Assist with the execution of grant documents. Prepare and present a monthly agenda for the City's Intergovernmental Relations Committee that includes all current legislation and issues that may impact the City. Each agenda item should include a comprehensive written report that details the pros and cons of each legislation or policy; its origins. current status and timeline to potential adoption: and its impacts to the City of Huntington Beach C. Cars DUTIES AND RESPONSIBILITIES: The City shall work collaboratively with the Consultant to assist in facilitating the aforementioned scope of work. D. WORK PROGRANYPROJECI' SCHEDULE: E\I HBFF A EXHIBIT "B" Payne t Schedule (Fixed Pee Payment) I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the lollowing progress and payment schedules. Amount not to exceed $7.500 monthly and/or 590,000 annually. 2. Delivery of work product: A copy of every memorandum. letter. report. calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such pro(Iuc(, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement: B) Describe the services performed: C) Show the total amount of the payment due: D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement: and l:) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of' tasks in accordance with this Agreement. CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice. CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. d. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Anv dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. i s° INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1. Requested by: Risk Management 2. Date: February 23, 2022 3. Name of contractor/permittee: Townsend Public Affairs 4. Description of work to be performed: Legislative Advocacy and Grant Management Services i 5. Value and length of contract: $270,000, 3 years 6. Waiver/modification request: $5,000 self-insured retention for Professional Liability 7. Reason for request and why it should be granted: City doesn't allow any allowances for self-insured retentions. Townsend Public Affairs has provided a financial statement to show adequate equity and line of credit to minimize City's risk. 8. Identify the risks to the City in approving this waiver/modification: Low Department d Signature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attorney's Office disagree. 1. Risk Management ® Approved ❑ Denied I r l- PS a/ay�aa. Signature Date 2. City Attorney's Office ❑ Approved ❑ Denied Si a ure Da e 3. City Manager's Office Approved ❑Denied :3_C_2,()2-2 Signa ure Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Human Resources i Waiver Form 2/23/2022 2:46:00 PM ACCW1Y CERTIFICATE OF LIABILITY INSURANCE DAM'""°°"Y"' `� 1 02/17/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsomenL A statement on We cortlficate does not confer rl hts to the certificate holder in Ileu of Such endoreement(s). PRODUCER A Bannister 6 Associates Insurance Agency PNIAIONE Xarry Wnkely FAIL CA License 00691071 1714) 536-6OB6 IAIC,NaI:(714) 536-4054 305 17th Street EMAIL Huntington Bench CA 92648-4209 ADOftE55: ker bei-Sna.com WSURERISJ AFFORDING COVERAGE NAIC9 INSURER A:Continents l Casualty Company 20443 INSURED (949) 399-9050 INSURER e:NatianrSde Mutual Insurance Co 23787 Toemsead Public Af Pnirs. Inc. INSURER L:Oak River Lnsurnaca Cornpany 34630 1401 Dove Street, Suite 330 INSURER D:BeazlOy Insurance Company 37540 Newport Beach CA 92660 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:Cart ID 7183 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTTRR TYPE OF INSURANCE IMSID YOM POLICY NUMBER I I MM.Mo,YYYY MMUM'C YYI I LIMITS A % LOMMERCNL GENERAL LU81lITY EACH OCCURRENCE S 1,000,000 CIAIMSMADE a OCCUR Y B 6074573557 08/31/202108/31/2022 PREMISES Eeam, S 300,000 MED EXP(M ma Penanl S 10,000 PERSONAL B ADV INJURY SSee Prot'1 L GENT AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE 5 2,000,000 POUCY[]JECT O LOC PRODUCTS-COMPIOP AGG S 2,000,000 OTHER'. $ AUTOMO81lE IIABNTY COM&NED SINGLE LIMIT3 1,000,000 Ee eo 0en1 B % �NYEOAUT0 ACP 3038752757 05/01/202105/01/2022 BODILY INJURY(Per Pemml S EDSCHEDULED BODILY INJURY(Par aFmennSONLY SCHEDDNGNOV.NEDOS ONLY AUTOS ONLY Par Moodem 3 S A % UMBRELLS LIAB OCCUR B 6074573560 08/31/202108/31/2022 EACH OCCURRENCE S 51000,000 EXCESSUAB % CWMS-MADE AGGREGATE S 5,000,000 DED I % I RETENTIONS 10,0001 Is WORRERSCOMPENSATION PER TH C ANDE3IPLOYERBUABIUTY YIN TOWC224428 07/01/2021 B7/01/2022 % STATUTE ER ANYPROPRIETORNARTNENE%ECUTIVE ❑ E.L.EACHACCIDENT 3 1,000,000 OFFICERIMEMBEREXCLUDED7 NIA IMYyenNbry In NMI E.L.DISEASE-EA EMPLOYEE S 11000,000 (DESCRIPTION OF OPERATIONS We E.L.DISEASE-PGUCYUMIT S 1,000,000 D Prefeanional Liability W301DF210101 08/31/2021 07/31/2022 Limit (each cla $ 2,000,000 ial : incl Personal/Adv injury Retention: $5,000 Li. (nggzegnte): s 4,000,000 DESCRIPTI0N GF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101.Aaeq 81 Remeha SPIIee11Ie,may M attached If mom epee u r WrW) The certificate holder is named as additional insured with respects general liability policy limits. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Bench ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Hain Street AUTNORIZEDREPRESENTAnVE Huntington Beach CA 92648 /�P - 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Page 1 of 3 Policy Number: B 6074573557 SB146932G CNA (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Prima —Noncontributory provision 1.b. Definition of"written contract" 2. Additional Insured—ExtendedCovera e II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability—Damage to Premises F. Personal and Advertising Injury—Discrimination or Humiliation G. Personal and Advertising Injury—Broadened Eviction H. Waiver of Subrogation—Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a 'Written contract" to provide insurance, but only with respect to "bodily injury" or"property damage" arising out of"your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor, d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendors premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or SB146932G (10-19) Page 1 of 7 Copyright.CNA Al Rights Reserved. SB146932G (Ed. 10-19) h. "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.;or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into,accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a"written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such 'Written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed ` operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest R Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you;or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise c Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury; "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the 'occurrence" giving rise to such 'bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for"bodily injury," 'property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the 'occurrence" giving rise to such "bodily injury" or 'property damage" or the offense giving rise to such "personal and advertising injury,"lakes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessors real estate manager, but only with respect to liability for "bodily injury; "property damage" or 'personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence"giving rise to such "bodily injury" or "property damage" or the offense giving rise to such 'personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," 'property damage" or "personal and advertising injury" arising out of the ownership, maintenance,or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A stale or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for"bodily injury,""property damage"or"personal and advertising injury"arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults,street banners,or decorations and similar exposures; or (b) The construction, erection, or removal of elevators: or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury', 'property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a 'written contract,"we will treat as a 'Written contract'any governmental permit that requires you to add the governmental entity as an additional insured. S8146932G (10-19) Page 3 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage" or "personal and advertising injury"caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard." But this provision(2)does not apply to such"bodily injury"or"property damage"if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract"and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury"or"property damage" or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A.and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract"requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. $ b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The"bodily injury"or"property damage;"or (b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to o this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual,then his or her spouse is an insured; S6146932G (10-19) Page 4 of 7 Copyright.CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company,then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers,directors and shareholders are insureds;or e. Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage"to property owned,occupied or used by their employer or by any fellow employee;or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of"Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or"suit"is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust;or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. SB146932G(10-19) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured,paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for 'bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees"whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability—Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care,custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D— Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4, 5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to 'property damage" included in the "products- completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: 0 = Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of 'personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer,"director, stockholder, partner, member or manager(if you are a limited liability Company)of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c.and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G(10-19) Page 7 of 7 Copyright,CNA All Rights Reserved. FIRM SUBMISSIONS FOR RFQ FOR LEGISLATIVE ADVOCACY AND GRANT MANAGEMENT SERVICES 1. Alcalde & Fay 2. K Street Consulting 3. Principal Strategic Advisors 4. Townsend Public Affairs City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ NNivNv.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk March 17, 2022 Townsend Public Affairs, Inc. Attn: Christopher Townsend 1401 Dove Street, Suite 330 Newport Beach, CA 92660 Dear Mr. Townsend: Enclosed is a fully executed copy of the Professional Services Contract between the City of Huntington Beach and Townsend Public Affairs, Inc. for On-Call Legislative Advocacy and Grant Management Services approved by City Council on March 1, 2022. Sincerely, Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan • Waitakere, New Zealand PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND TOWNSEND PUBLIC AFFAIRS, INC. FOR ON-CALL LEGISLATIVE ADVOCACY AND GRANT MANAGEMENT SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Townsend Public Affairs, Inc., hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide Legislative Advocacy and Grant Management Services; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW,THEREFORE, it is agreed/by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT//shall provide all services as described in Exhibit "A," which is attached hereto and incorpor�fed into this Agreement by this reference. These services shall sometimes hereinafter be e//rred to as the "PROJECT." CONSU ANT hereby designates Christopher Townsend who shall represent it and be its sole contact d agent in all consultations with CITY during the performance of this Agreement. 2. ITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the perfo ance of this Agreement. 22-10941276603 1 of l I 3. TERM: TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on , 20_ (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Two Hundred Seventy Thousand Dollars (S270,000). /alwed RA WO e eve CITY requires additional services not included in Exhibit "A" or chanpe services described in Exhibit "A," CONSULTANT will undertake such wor ving written authorization from CITY. Additional compensation for such extra wored only if the prior written approval of CITY is obtained. HOD OF PAYMENT SULTANT shall be paid pursuant to the terms of Exhibit "B." 22-10941/276603 2 of 1 I 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits i do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. i B. //To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place o subsection A above: 22-10911/276W3 3 of I I "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether sub aragraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and att ey's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all c ims and liability regardless of whether any insurance policies are applicable. The policy limit do not act as a limitation upon the amount of indemnification to be provided by CONSULTAN . 9. PROFES ONAL LIABILITY INSURANCE /'sprofessional TANT shall obtain and furnish to CITY a professional liability insurance policy covrk performed by it hereunder. This policy shall provide coverage for CONSULT liability in an amount not less than One Million Dollars ($1,000,00urrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance 22-10941rz76603 4 of I I I policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and 22-1094IQ76603 5 of I I C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the 22-108411276603 6 of I I event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. /� 14. COPYRIGHTS/PATENTS CITY shall own all rights to any pAtent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND 9 jFICIALS CONSULTANT shall eij ploy no CITY official nor any regular CITY employee in the work performed pursuant to thi�/Agreement. No officer or employee of CITY shall have any financial interest in this Agreerq ent in violation of the applicable provisions of the California Government Code. 16. NOTICES � i Any no*,es, certificates, or other communications hereunder shall be given either by personal delivery to)tONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation sha�warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing th ame in the United States Postal Service, to the addresses specified below. CITY and CONSUL ANT may designate different addresses to which subsequent notices, certificates or other c mmunications will be sent by notifying the other party via personal delivery, a reputable ove fight carrier or U. S. certified mail-retum receipt requested: 22.10841 R76603 7 of I I , TO CITY: TO CONSULTANT: City of Huntington Beach Townsend Public Affairs, Inc. ATTN: City Manager Attn: Christopher Townsend 2000 Main Street 1401 Dove Street, Suite 330 Huntington Beach, CA 92648 Newport Beach, CA 92660 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision 01this Agreement is held by an arbitrator or court of competent jurisdiction to be unenfor able, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or 22-10941/276603 8 of I I neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services ontemplated hereunder. CONSULTANT understands that pursuant to Huntington Beac City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and Y shall not be liable for payment of any legal services expenses incurred by CONSU ANT. 22-10941/276603 9 of I I 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been-made by that party or anyone acting on that party's behalf, which are not embodied in this Agreepi.ent, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this 22-10941m6603 10 of I I Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF I1UNfINGTON BEACH, a TOWNSEND PUBLIC AFFAIRS, INC. municipal corporation of the State of California M gS. I o ns n Mayor prin name ITS: (eimle wee)Chairs °residcn ce President City Clerk A INITIATED AND APPROVED: By: Christ wn end ITS: (circle or )Secmery/ ief Financial Office/Asst. City Manager Sccrelary-Treawrer APPROVED AS TO FORM: City Attorney LW RECEIVE AND FILE: City Clerk Date \ 22-106e1127eew I I of I I C©iJNMIUA.RT Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a TOWNSEND PUBLIC AFFAIRS, INC. municipal corporation of the State of California By: Mayor print name ITS: (circle one)Chairman/President/Vice President City Clerk AND INITIATED AND PPROVED: By: print name City Manager ITS: (circle one)Secretary/Chief financial Officer/Asst. Secretary-Treasurer APPROVED AS FORM: 7 jUNTE City Attorney iW,/ CEIVE AND FILE: City Clerk Date 22.1 094 112 7 6 6 03 11 of l I EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Provide legislative advocacy and grant management services on on-needed basis, in support of the City Council's policies and priorities. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES,- Consultant services will be requested by the City an as-needed basis and may include the following duties and responsibilities: Coordinate the City's efforts to proactively assess gional, state and federal legislative options or issues that unfold throughout the year; elp guide the City's policy objectives by raising, discussing, and recommending any acti n that may benefit the City and support its programs and priorities. Act quickly on the City's behalf to rapidl changing developments that may impact the City's policy and legislative matters. Maintain strong and effective worki relationships with stakeholders and elected leaders that represent the City on the regio al, state and federal levels. Facilitate open communication and collaboratio to help the City achieve its policy and program goals or address issues of interest. Draft letters, position state nts, legislative language, and talking points on legislation as requested by staff. Identify potential gran unding opportunities for City services, projects, and programs. Provide grant writin services and follow up with granting agencies to facilitate a successful application, when r quested by stag. Assist with the execution of grant documents. Prepare and pre nt a monthly agenda for the City's Intergovernmental Relations Committee that includes current legislation and issues that may impact the City. Each agenda item should inclu e a comprehensive written report that details the pros and cons of each legislation r policy; its origins,current status and timeline to potential adoption; and its impacts the City of Huntington Beach C. CITY' DUTIES AND RESPONSIBILITIES: City shall work collaboratively with the Consultant to assist in facilitating the rementioned scope of work. D. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A l EXHIBIT "B" Payment Schedule (Fixed Fee Payment) I. CONSULTANT shall be entitled to monthly progress payments towar�/the fixed fee set forth herein in accordance with the following progress and payment schedules. / Amount not to exceed $7,500 monthly and/or$90,000 annually. 2. Delivery of work product: A copy of every memorandum,/fetter, report, calculation and other documentation prepared by CONSULTANT shall be submittod to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the pa ent due; D) Include a certification by a p ncipal member of CONSULTANTS firm that the work has been perfo ed in accordance with the provisions of this Agreement; and E) For all payments includ estimate of the percentage of work completed. Upon submission of any such invo' e, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion f tasks in accordance with this Agreement, CITY shall approve the invoice, in which event pay ent shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shal not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONS TANT in writing of the reasons for non-approval and the schedule of performance set forth ' Exhibit "A" may at the option of CITY be suspended until the parties agree that past performen by CONSULTANT is in,or has been brought into compliance, or until this Agreement has expire or is terminated as provided herein. 4. Any billin for extra work or additional services authorized in advance and in writing by CITY shall invoiced separately to CITY. Such invoice shall contain all of the information required a e, and in addition shall list the hours expended and hourly rate charged for such time. Such invoi s shall be approved by CITY if the work performed is in accordance with the extra work or addit nal services requested, and if CITY is satisfied that the statement of hours worked and costs ' curred is accurate. Such approval shall not be unreasonably withheld. Any dispute between a parties concerning payment of such an invoice shall be treated as separate and apart from the going performance of the remainder of this Agreement.