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HomeMy WebLinkAboutStaff Report 1505City of Palo Alto (ID # 1505) City Council Staff Report Report Type: Consent Calendar Meeting Date: 3/21/2011 March 21, 2011 Page 1 of 2 (ID # 1505) Summary Title: Amendment Three to Capitol Advocates Contract HSR Title: Approval of Amendment Three to Contract S1013554 with Capitol Advocates, Inc. to Extend the Term and Add $32,000 for a Total Not to Exceed Amount of $125,500 Legislative Advocacy Services Related to High Speed Rail From:City Manager Lead Department: City Manager Recommendation Staff recommends that the Council approve (1)amendment number three to the contract with Capitol Advocates Inc. (CAI) To extend the term to include March 1, 2011 through August, 2011 and add $32,000 for legislative advocacy services; and (2)Reimbursement from the budget stabilization reserves to cover the additional costs for this contract extension. Executive Summary The City Council Rail Committee met February 3rd and discussed extension of the contract with CAI for an additional six months taking the contract through August of this year. The Committee recommended that the Council approve such extension. Background and Discussion The City originally retained the services of CAI from February 2010 to June 30, 2010 (original contract). The City then entered into a contract amendment one which extended the original contract to October 31, 2010. The City then entered into contract amendment two which extended the contract to February 28, 2011. Staff seeks contract amendment three to extend the contract to August 31, 2011. Contract amendment number two was at a rate of $5,000 per month plus expenses, which CAI has been billing the City since that amendment was executed. The City recently received an invoice for February in the amount of $5,117 which includes the monthly retainer fee of $5,000 + $117 in expenses. The current fund balance is $4,000. In addition, CAI recently traveled to Washington, DC to meet with congressional representatives concerning high speed rail in California. The estimated trip expenses are $1,000. Therefore, staff is seeking $32,000 which March 21, 2011 Page 2 of 2 (ID # 1505) includes the monthly retainer fee for the next six months plus funds to cover the current invoice for February and the Washington, DC trip. The City Council Rail Committee reviewed extending the contract through August 2011 and recommended approval. In addition, staff is seeking approval to fund the extension via reimbursement from the budget stabilization reserves. Timeline Contract amendment number three will take the contract through August 31, 2011. Attachments: ·Attachment A: Capitol Advocates, Inc. Contract (PDF) ·Attachment B: Amendment One to Capitol Advocates, Inc. Contract (PDF) ·Attachment C: Amendment Two to Capitol Advocates, Inc. Contract (PDF) ·Attachment D: Amendment Three to Capitol Advocates, Inc. Contract (PDF) Prepared By:Katie Whitley, Administrative Assistant Department Head:James Keene, City Manager City Manager Approval: James Keene, City Manager , . .,. CITY OF PALO ALTO CONTRACT NO.: S10135594 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND CAPITOL ADVOCATES FOR PROFESSIONAL SERVICES This AGREEMENT is entered into on this 18th day of February, 2010, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and CAPITOL ADVOCATES, a Professional Services Finn Consultant, located at Sacramento, California (IICONSULTANT"). RECITALS The·following recitals are a substantive portion of this Agreement. A. CITY intends to retain consultant pertianing to the High Speed Rail Project ("Project") and desires to engage a consultant to provide Government Affairs services in connection with the Project ("Services"). B. CONSULTANT has represented that it hasth:e necessary professional expertise. qualifications, Bnd capability, and all required licenses andlor certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. . NOW, THEREFORe, in consideration of the recitals, covenants, tenns, and conditions, this Agreement, the parties agree: . AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the SerVices described in Exhibit "AI> in accol'dance with the tenris and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. . . The tenn ofthls'Agreement shall be from the date ofits full execution through June 30, 2010 unless. tenninated earlier pursuant to Section 19 of this Agreement. Professional Sel'llices . Rev. December 1,2009 ... -........ - : ; '. ~ I I' ; SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the perfonnance of Services under ibis Agreement. CONSULTANT shall complete the Services within thetenn of this Agreement and iu accordance with the schedule set forth in Exhibit "B", attached to andm~de a part of this Agreement." Any Services for which times for pel'fonnance are not specified in this Agreement shall be commenced aud, completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction' cornm)llli.cated to the CONSULTANT. CITY's agreement to extend the term or the schedule for perfonnance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECfION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT forperfonnance of the Services described in Exhibit "An, including both payment for professional services and reimbUrsable expenses,'shall not exceed TwentyTwo Thousand Five Hundred Dollars ($22,500.00). In the event Additional Services are authorized, the total compensation for services and reimbursable expenses shall not exceed Twenty Five Hundred Dollars ($2,500) Thereby the value of this agreement shall not exceed $25,000 (Contract plus Contingency) Dollars. The applicable rates and schedule of payment are set out in Exhibit "C-l", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C", CONSULTANT shaH notre,ceive any compensation for Additional Services perfonned without the prior wdtten authorization of CITY. Additional Servic~s shall mean any work that is detennined by CITY to be necessary for the proper completion of the Project, but which is not inc1uded within the Scope of SerVices described in Exhibit "A". ' SECTION 5. INVOICES. In order to request payment, CONSUL rANT shall submit monthly invoices to the CI~Y describing the services performed and the applicable c~arg'es (including an identification of personnel who perfolll1ed the serVices, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C-l "). If applicable, the invoice shall also describe the percentage of,completiqn of each task. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manag~r at the address specified in Section 13 below. The City will generally process, and pay invoices within thirty (30) days of receipt. ' , SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Selvices sh~ll be perfolll1ed by CONSULTANT ot under CONSULT ANT's supervision. CONSULTANT represents tliat it possesses the professional and technical personnel necessary to perform the Selviccs required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if pennitted, have and shall maintain during the term of this Agreement all lic~nses, permits, qualifications, insurance and approvals of whatever nature that are legally required to pcrfonn the Services. All of the selvices to be furnished by CONSULTANT under this agreement shall meet the : ~': .' . . '" . . 2 'H:lDepartmenl.\City M.nager\Cllplwl Advocates\PDF Capilal Advocal69 Pinal 022S10A,doc -'Profcasionil!Siliviceii , Rev. December I. 2009 " .. professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itselfinfonned of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any, manner the Project or the perfonnance of the SerVices or those engaged to perform Services under this Agreement. CONSULTANT shall procure all pennits and licenses, pay all . gharges and f~es, and give all notices l'equired by law in the perfonnance of the Services. SECfIQN 8. ERRORS/OMISSIONS. CONSULT ANT shall COITeot, at no cost to CITY, any and all elTors, omissions~ or ambiguities in the work product submitted to CITY,provided CITY gives . notice to CONSULTANT; If CONSULTANT has prepared plans and specifications or other de~ign. documents to constructth'e Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambigulties discovered prior to and during the course of'construction oftbe Project. This obligation shall survive tennination of the Agreement. 9 SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a· public works . project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY for aligning· the PROJECT design with the budget, incorporate CITY approved recommeridations, and revise the design to meet the Project budget, at ~o additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing . the Services under this Agreement CONSULTANT. and any person employed by or contracted with, CONSULTANT to fumish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any intel'estin this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city maruiger. Consent to one assignment will not be deerriedto be consent to any subsequent assignment. Any assignment made without the approval' .. of the city manager' will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any p01tion of the work to be perfolTOed Wlder this Agreement without the prior written authorization of the city manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Ravi Mehta as the Fimi's Representative to have supervisory responsibility for the performance, progress,' and execution of the Services and to .represent CONSULTANT during the daywto-day work on the .... I:· ~ '. ;. 2 H:lDcpBrlmontslClIy Manager\CKpital AdvoClltes\PDF Copilol Advocates Finftl 022510A.Qoc '-l'rofessioiiilIServicea . Rev. December t, 2009 Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY fmds do notpcrfOlm the Services in an acceptable manner, are uncooperative, or prescnt a threat to the ~dequate or timely completion of the Proj ect or a threat to the safety of persons or property: The City's project manager is Steve Emslie, Deputy City Manager Department, City of Palo Alto Palo Alto, CA 94303, Telephone:650-329-2354. The project managerwHl be CONSULTANT's point of contact with respect to perfonnance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECflON 14. OWNERSHIP OF MATElUALS. Upon delivery, all work product, including withciut limitation, all writings,drawmgs, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the . exclusive property ofClTY without restriction or limitation upon their use. CONSULTANT agrees that all'copyrights which arise from creation oftha work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or othel' intellectual property rights in favor of the CITY. Neither CONSULT ANTnorits contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation Of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 1.5 •. AUDITS. CONSULTANT will permit CITY to audit, at-any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSLJLTANT's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnifY, defend and hold hannless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any imd all demands, claims, or liability of any nature, including death or UUury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to perfonnance or nonperfonnance by CONSULTANT, its officers, employees, agents or contractors under this Agreement; regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indenmify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3 ...... !Aell~~ep~~~~ofc:;9NSy~1'A.:NT's.~ervi~e.s!lnd~uties.1>y.GlTY.sb,!JllnQt. 3 H:IDeparlmenls\Cily MQ~a!:cr\C.pit.1 Advoc.le~\PDF Cupita1 Advucates Final 022SIOA.doc Professional Services R.v. December I, 2009 operate as a waiver of the right of indemnification. The provisions of tqis Section 16 shall survive the expiration or early tennination of this Agreement. . SECTION 17. WAIVERS. The waiver by eithel;pru:ty of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deem.ed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach 01' violation Qftbe same or of any other term, covenrult, condition, provision, . ordinance or law. . SECTION 18. INSURANCE. 18.1. CONSULT AJ:IT. at its sole cost and expense; shall obtain andmruntain, in full force and effect during the term oftlJis Agreement, the insurance coverage described in Exhibit "DII. CONSULTANT and its co.ntractors, if any, shall obtain a policy endorsement n8.!Jling CITY as an additionai instu'ed under any generalliabHity or automobile policy or policies. 18.2. All insurance covemge required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A-:VII or higber which are licensed or authorized to transact insurance business in the State of Califomia. Any and all contractors of CONSULTANT retained to pelfonn Services under this Agreement will obtain and maintain, in full force and effect dw·jng the term of this Agl'eement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. I· 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to tbe approval of CITY's Risk Manager and will contain an endo:rsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limitstby the insurer except after filing with the . Purchasing Manager tbirty (30) daysl prior 'written notice of the cancellation or modification, CONSULT A NT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Purchasing Manager during the entire tenn of this Agreement. 18.4. The procul'ing of such required policy or policies of insUl'ance will not be construed to limit CONSULTANrs liability hereunder nor to fuum the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services perfollned under this Agreement, including such damage, injwy, or loss . arising after the Agreement is terminated or the term has expired, I' SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. Section Deleted from Agreement. 5 H:\Deptulment8\City Manager\Capital AdvocRtesIPDP Copilal Advocates Fin.1 022510A.doc _. Professional Servjce~ Rov. Owembe, 1,2009 I '24.1. This Agreement is subjcctto the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will timninate without any penalty (a) at the end of any fiscal year in the event that funds are not appl'opriated forthe following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal yeat and funds for this Agreement are no longer available. This Section 2{S shall take precedence in the event of a conflict with any other covenant, tenn, condition, or provision of this Agreement. 24.2. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 25. MISCELLANEOUS PROVISIONS. ·25.1. This Agreement will be governed by the laws of the State of California. 25.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 25.3. The prevailing party in any action brought to enforce the provisions pftbis Agreement may recover its reasonable costs and attorneys' fees expended in connection with that actipn. The prevailing party shaH be entitled to recover an amOlmt equal to the fair market value of 1ega1 services provided by attotneys employed by it as well as any attorneys' fees paid to third parties. 25.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which'is signed by the parties. . 25.5. The covenants, tenns, conditions and provisions of this AgreementwiU apply to, and will bind, the heirs, successors, executors, administrators, assignees~ and ~onsultants of the parties. 25.6; If a court of competent jurisdiction fmds or rules that any provision of this Agreement or any'amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 25.7. All 'exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. . . 24.10 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal infonnation as defmed in California Civil Code section 1798.81.5(d) about.~_ Galifomif\ res~den~ ( .. Personal In~orm~tion")1. C;:ONS,lJl, r ~T s~an,m,a.~taiIl_~~~s<?,n~~1.~a~4 .... •• , • •••• " ••• , ............. " _ •. '" •••.•• ~_. , "'~' _.. .' •.. ••• • .. •• -.• •.. ~ _.. . . -._... . . •. • -I _ .• 7 H:\DepHr1ment5\Cily Manftger\Capital Advoc~leslPDF Cnpit~l Advoeates Final 022S10A,doc Profl!lisional Services Rev, Oecember 1,2009 EXHIBIT "An SCOPE OF SERVICES Professional Services for State High Speed Rail Advocacy Introduction . The City of Palo Alto is actively participating in the implementation of the. California High . Speed Rail Project (CAHSR) since the passage of Proposition lA in November 2008, Because CAHSR is proposed to utili~ the existing Caltraill right-of~way owned collectively by the Joint Powel'S Board (JPB), the project has the potential to profoundly change the character and quality of the community. Because decisions effecting Palo Alto are happening in Sacramento, the City of Palo Alto desires to retain effective advocacy. The City ofPaIo Alto also recbgnizes the statewide importance ofCAHSR in providing a sustainable altemate tra~sportation. CASHRhas the potential, if done con:ectly;·to be11efit and enhance Palo Alto. . The Palo Alto City Council has fonned a High Speed Rail Subcommittee comprised of four Council Members appointed by the Mayor. The CitY Council has also adopted a set of guiding principles which provide direction to the subcommittee when advocating various City positions. The guiding principles are attached to the Scope of Services and shall be used by the consultant when advocating on behalf of the City. Scope of'Services High Speed Rail Authority High Speed Rail Authority oversees the implementation of the project statewide. The consultant will be required to keep the City informed of Authority issues, proposals and other activities. The consultant shall provide regular reports, highlight pending issues and advocate City positions within the parameters of the Council adopted Guiding Principles. Legislative Because of the fast paced and dynamic nature of CAHSR pending legislature, the consultant will need to report and highlight proposed bills and amendments impacting the implementation in Palo Alto. Typical consultant activities may include meetings, photre calls and email with elected officials and their staff. The consultant shall represent City positions within the parameter of the Guiding Principles. The consultant shall frequently check in and coordinate with the Palo Alto City Manager or his designee on legislative matters impacting the City of Palo Alto. Local Elected and Appointed Officials ., ', ... ' .. : : .. ',.,:" H:\Dellat1m~nls\CiIY ManKger\Capilal AdvocatesWDF Copilll Advopates Final 022S10A.doc " ..... Professinnal ·Services .Rev. December I, 2009 :.. The CAUSR San Jose to San Francisco segment is managed through a Meniorandum of Understanding with Caltrain Joint Power Board (JPB). Consequently the cOI!sultant will need to advocate ~ity positions to local elected and appointed officials .. City positions shall be as . directed by the City Council, Council Subcommittee or in conformance with the City's Guiding Principles. Regular reports highlighting potential issues shall be provided to the City. CAHSR Project Team ·,1 CAHSR utilizes nwnerolls contractors to manage the iniplementation of the project. The consultant will need to coordinate with designated project team members on a regular basis. The consultant will provide regular updates and status reports to the City Manager or his designee. . Meetings The consultant will from time to time be required to meet with City of Palo Alto Citi Council, Conunitt~es, Board and CoIIimission as well as community groups. The purpose of these meetings will be to provide status reports and to receive direction. Consultant may be required to provide advice and recommendations on political and administrative strategies' _ relative to CAHSR: .... . .... Ex.:I:IIBII.".W'.· .H:\Depadmenis\CiIY Manager\Capilal Advocales\PDF Capital Advocates Final 022510A.doo· Prof&ssional Services Rov. Dctembcr 1,2009 '. SCHEDULE OF PERFORMANCE CONSULTANT shall perfonn the Services as indicated in the Scope of Services (Exhibit A). J H:l:popartmtnts\Cily MQnngei\C~p!tal Advoc3tes\PDF Capital Advoc~te8 Filllli 0225tOA.doc Professional Services Roy. December 1, 2009 EXHIBIT "e" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services perfonned in accordance with the tenns and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C~ 1. . The compensation to be paid .to 'CONSULTANT Wlder this Agreement for all services described in Exhibit "AU ("Services") shall be at a monthly retainer rate of$SOOO dollars per month, plus reimbursable expenses, and shall not exceed $22,500. CONSULT ANT agrees to complete all Services, including reimbursable expenses, within this amount. In the event CITY authorizes Flny Additional Services, the maximUm compensation shall not exceed $2500 dollars .. Therefore. maximum value of this agreement shall not exceed $25,000 dollars. Any work performed or expenses inculTed for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. . REIMBURSABLE EXPENSES T)le administrative. overhead, secretarial time or secretarial overtime, word processing, photocopying, in~house prm~ing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANt for the following reimbursable expenses at cost. A Travel outside the S!lD Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subjectto the CitY of Palo Alto's policy forreimbursement of travel . and meal expenses for City of Palo Alto employees . .. B. Long distance telephone cellular phone, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup infonnation. Any expense anticipated to be more than $500 shall be approved in advance by the CITY's project manager. . ,ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorizatipn from the CITY. The CONSULT ANT, at the CITY's project manager's request, . shall submit a detailed written proposal includirig a d~scription of the scope of services, schedule, level of effort, and CONSULTANT's proposedmaxinnun compensation, including rdmbursable expenses, for such services based on the rates set forth in Exhibit C-I. The additional services scope, schedule and maximum compensation shall be negotiated and . agreed to in writing by. the CITY's Project Manager and· CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. . .. ,. .... . ... . ; .. '.:. .' .... ~ ~ H:lDepartmenls\Cily Monager\C~pilal Advucate~\PDF Copi •• 1 Advucates Finol 022S 1 OA.doo Professional Services Rev. December 1,2009 :EXHIBIT "e-1" HOURLY RATE SCHEDULE Hourly Rate is $325 dollars per hour. Monthly Retainer is $5000 plus expenses H:\Dcp~t1menli\CiIY Monager\CapilRI AdvoeatC1l\PDY Capital Advocates Final 0225 lOA. doc Professional Sel'Vices Rev. December I, 200~ '. - AMENDMENT NO. ONE TO CONTRACT NO. S10135594 BETWEEN THE CITY OF PALO ALTO AND CAPITOL ADVOCATES, INC. This Amendment No. One to Contract No. S10135594 ("Contract") is entered into _______ , by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and Capitol Advocates, a Professional Services Firm, located at 1215 K Street, 17th Floor, Sacramento, California 95814 ("CONSULTANT"). RE C IT AL S: WHEREAS, the Contract was entered into in February 2010 between the parties for the provision of governmental affairs services and legislative advocacy on the High Speed Rail Project; and WHEREAS, the parties wish to retroactively extend the term of this agreement to include the period of July 2010 through February 2011, and to increase the total compensation under the contract by an additional Forty-Five Thousand Dollars ($45,000) for a total not to exceed amount of Seventy Thousand Dollars ($70,000).; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: Date --# SECTION 1. Section 2 (Term) is hereby amended to read as follows: "SECTION 2. TERM. The term of this agreement shall be from the date of its full execution through February 28,2011 unless terminated earlier pursuant to Section 19 of this Agreement." SECTION 2: Section 4 (Compensation) is hereby amended to read as follows: "SECTION 4. NOT TO EXCEED COMPENSATION. The Compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A," including both payment for professional services and reimbursable expenses, shall not exceed Seventy Thousand Dollars ($70,000). In the event Additional Services are authorized, the total compensation for services and reimbursable expenses shall not exceed $70,000. The applicable rates and schedule of payment are set out in Exhibits "C" and "C-l ," entitled "COMPENSATION" and "HOURLY RATE SCHEDULE," respectively, which are attached to and made a part of this Agreement. Additional services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "c." CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper 1 completion ofthe Project, but which is not included within the Scope of services described in Exhibit "A."" SECTION 3. Section 19 is hereby amended to read as follows: "SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereofto CITY, but only in the event ofa substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, ifany, or given to CONSULTANT or its contractors, ifany, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSUL T ANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of hislher discretion. The following Sections will survive any expiration or termination ofthis Agreement: 14, 15, 16, 19.4,20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. " SECTION 4. The following exhibit to the Contract is hereby added to read as set forth in the attachment to this Amendment, which is incorporated in full by this reference: a. Exhibit "C" entitled "COMPENSATION". SECTION 5. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. 2 Date --# APPROVED AS TO FORM: CITY OF PALO ALTO Sr. Deputy City Attorney City Manager APPROVED: [CONSULTANT FIRM] Director of Administrative Services By: __________ _ Name: -----------Insurance Review Title: ---------- By: ___________ _ Name: ----------- Title: ---------- Taxpayer Identification No. Attachments: EXHIBIT "C": COMPENSA nON 3 Date --# EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-l. The total compensation to be paid to CONSULTANT under this Agreement for the full contract term (February 2010 through February 2011) for all services described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed a total of Seventy Thousand Dollars ($70,000). For the period of September 2010 through February 2011, the compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed Five-Thousand Dollars ($5,000) per month. CONSULTANT agrees to complete all Services, including reimbursable expenses, within the amounts set forth in this Exhibit C. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-l. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subj ect to all requirements and restrictions in this Agreement. 4 Date --# AMENDMENT NO. TWO TO CONTRACT NO. S10135594 BETWEEN THE CITY OF PALO ALTO AND CAPITOL ADVOCATES, INC. This Amendment No. Two to Contract No. S10135594 ("Contract") is entered into October 5, 2010, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and Capitol Advocates Inc., a Professional Services Firm, located at 1215 K Street, 17th Floor, Sacramento, California 95814 ("CONSULTANT"). RECIT ALS: WHEREAS, the Contract was entered into in February 2010 between the parties for the provision of governmental affairs services and legislative advocacy on the High Speed Rail Proj ect; and WHEREAS, the parties entered into a contract for legislative services that initially ended JU)1e 30, 2010 and whereas this contract was amended to provide for services through October 31,2010; and WHEREAS, the parties wish to extend the term of this agreement to include the pyriod of November 1, 2010, through February 28,2011, amend the Scope of Services to include additional legislative advocacy services as requested by CITY, and to increase the total compensation under the contract by an additional Forty Thousand Dollars ($40,000) for a total not to exceed amount of Eighty Five Thousand Dollars ($85,000). NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: Date --# SECTION 1. Section 2 (Term) is hereby amended to read as follows: "SECTION 2. TERM. The tenn of this agreement shall be from the date of its full execution through February 28, 2011 unless tenninated earlier pursuant to Section 19 of this Agreement." SECTION 2. Section 4 (Compensation) is hereby amended to read as follows: "SECTION 4. NOT TO EXCEED COMPENSATION. The Compensation to be paid to CONSULTANT for perfonnance of the Services described in Exhibit "A," including both payment for professional services and reimbursable expenses, shall not exceed Eighty Five Thousand Dollars ($85,000). In the event Additional Services are authorized, the total compensation for services and reimbursable expenses shall not exceed $93,500.00. 1 The applicable rates and schedule of payment are set out in Exhibits "c" and "C-l ," entitled "COMPENSA nON" and "HOURL Y RATE SCHEDULE," respectively, which are attached to and made a part of this Agreement. Additional services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C." CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not specifically included within the Scope of Services described in Exhibit "A.", including, but not limited to, planning and facilitation of additional meetings and other legislative advocacy activities. SECTION 3. Section 19 is hereby amended to read as follows: "SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of hislher discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4,20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. " SECTION 4. The following exhibit to the Contract is hereby added to read as set forth in the attachment to this Amendment, which is incorporated in full by this reference: a. Exhibit "C" entitled "COMPENSATION". 2 Date --# Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. CITY OF PALO ALTO City Manager (Required on contracts over $85,000) Purchasing Manager (Required on contracts over $25,000) Contracts Administrator (Required on contracts under $25,000) APPROVED AS TO FORM: Senior Asst. City Attorney (Required on Contracts over $25,000) Attachments: EXHIBIT "C": COMPENSA nON Date --# CAPITOL ADVOCATES, INC. By: __________ _ Name: ---------------------- Title: _________________ --'--_ 3 .' . EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services perfonned in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The total compensation to be paid to CONSULTANT under this Agreement for the full contract term (February 2010 through February 2011) for all services described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed a total of Eighty Five Thousand Dollars ($85,000), which shall include a monthly fee of$5,000, plus fees for any additional services requested and approved in writing by the City Manager/or designee. For the period of August 15, 2010 through September 15, 2010 the compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed Fifteen Thousand Dollars. For the period of October, 2010, through February, 2011, the compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed Five Thousand Dollars ($5,000) per month. CONSULTANT agrees to complete all Services, including reimbursable expenses, within the amounts set forth in this Exhibit C. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-l. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. 4 Date --# 1 AMENDMENT NO. THREE TO CONTRACT NO. S10135594 BETWEEN THE CITY OF PALO ALTO AND CAPITOL ADVOCATES, INC. This Amendment No. Three to Contract No.S10135594 (“Contract”) is entered into March 1, 2011, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and Capitol Advocates Inc., a Professional Services Firm, located at 1215 K Street, 17th Floor, Sacramento, California 95814 (“CONSULTANT”). R E C I T A L S: WHEREAS, the Contract was entered into in February 2010 between the parties for the provision of governmental affairs services and legislative advocacy on the High Speed Rail Project; and WHEREAS, the parties entered into a contract for legislative services that was amended twice to provide for services through February 28, 2011; and WHEREAS, the parties wish to extend the term of this agreement to include the period of March 1, 2011 through August 31, 2011, and to increase the total compensation under the contract by an additional Thirty-Two Thousand Dollars ($32,000) for a total not to exceed amount of One-Hundred Twenty–Five Thousand Five Hundred Dollars ($125,500). NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 2 (Term) is hereby amended to read as follows: “SECTION 2. TERM. The term of this agreement shall be from the date of it full execution through August 31, 2011 unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 2. Section 4 (Compensation) is hereby amended to read as follows: “SECTION 4. NOT TO EXCEED COMPENSATION. The Compensation to be paid to Consultant for performance of the Services described in Exhibit “A,” including both payment for professional services and reimbursable expenses, shall not exceed One Hundred Twenty-Five Thousand Five Hundred Dollars ($125,500).” The applicable rates and schedule of payment are set out in Exhibits “C”. 2 And “C-1,” entitled “COMPENSATION” and “HOURLY RATE SCHEDULE,” respectively, which are attached to and made part of this Agreement. Additional services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C.” CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of the CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not specifically included within the Scope of Services described in Exhibit “A.”, including, but not limited to, planning and facilitation of additional meetings and other legislative advocacy activities. SECTION 3. The following exhibit to the Contract is hereby added to read as set forth in the attachment to this Amendment, which is incorporated in full by this reference: a. Exhibit “C” entitled “COMPENSATION”. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. CITY OF PALO ALTO CAPITOL ADVOCATES, INC. __________________________________ By:_________________________ City Manager Name:_______________________ Title:________________________ APPROVED AS TO FORM: _________________________________ Senior Asst. City Attorney Attachments: EXHIBIT "C": COMPENSATION EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The total compensation to be paid to CONSULTANT under this Agreement for the full contract term (March 1, 2011 though August 2011) for all services described in Exhibit “A” (“Services”) and reimbursable expensed shall not exceed a total of One Hundred Twenty-Five Thousand Five Hundred Dollars ($125,500), which shall include a monthly fee of $5,000, plus fees for any additional services requested and approved in writing by the City Manager/or designee. For the period of Mach 1, 2011 through August, 2011 the compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit “A” (“Services”) and reimbursable expenses shall not exceed Five Thousand Dollars ($5,000) per month. CONSULTANT agrees to complete all Services, including reimbursable expenses, within the amounts set forth in this Exhibit C. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing be the CITY’s project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement.