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HomeMy WebLinkAboutID-3026 City of Palo Alto (ID # 3026) City Council Staff Report Report Type: Consent Calendar Meeting Date: 7/23/2012 Summary Title: Approval of an Agreement with Van Scoyoc Associates Inc. Title: Approval of an Agreement with Van Scoyoc Associates Inc. for Up to Three Years in an Amount not to Exceed a Total of $303,000 for Federal Legislative Representation From: City Manager Lead Department: City Manager RECOMMENDATION Staff recommends that the Council approve and authorize the City Manager or his designee to execute the attached contract with Van Scoyoc Associates Inc. (Attachment A) in the amount of $101,000 for the first year of the contract (July 1,2012– July 31, 2013); and $101,000 each in years two and three based on satisfactory performance of the firm. BACKGROUND For many years, the City has contracted with firms that have provided representation for the City in Washington, DC on Federal legislative issues. This representation is important for the City in several ways. Most importantly, it allows Palo Alto to have a presence and voice with our federal representatives when they are in Washington. It is important to have someone physically present in Washington scanning for issues that might impact Palo Alto and building relationships with key legislators and their staff members. In 2009, the City conducted its most recent request for proposals for federal legislative services. For the past three years (October 2009 to June 2012), the City has contracted with Van Scoyoc Associates Inc. (VSA) to provide guidance, support and to represent the City on federal legislative issues. For the five years prior to this, the City contracted with The Ferguson Group to provide these services. VSA is a bi-partisan, full-service Federal government relations firm that provides comprehensive legislative and executive Branch strategic advice, liaison service, and advocacy. VSA was established in 1990 and is the largest independent lobbying firm in Washington, D.C. VSA's current clients include a wide range of public and private interests, such as city and county governments, water and flood control districts, public transportation agencies, major research universities, hospitals, health care and research consortia, economic development authorities, and Fortune 500 companies. ANALYSIS Staff is requesting that the City Council approve this agreement with Van Scoyoc Associates Inc. (VSA) so that the firm can continue providing representation for the City in Washington, DC on federal legislative issues. Staff recommends continuing with VSA’s services to maintain the continuity of the City’s representation and the relationships with legislative and agency staff in Washington. VSA has provided valuable services to Palo Alto over the past three years and the firm has been successful in the following: 1. San Francisquito Creek: Additional funds were provided for the feasibility study in FY2010, the last year that congressional earmarks were allowed in appropriations bills. Since that time VSA has worked with the SJCJPA to secure Corps of Engineers workplan funds, seek a revision to Corps policy on advance work conducted by the local sponsor, secure authorization and policy revisions in the Water Resources Development Act, and expedite replacement of a PG&E gas pipeline to accommodate project construction. 2. National Flood Insurance Program: VSA led the effort to remove a provision in the NFIP reauthorization legislation that would have required property owners protected by levees to purchase flood insurance and be subject to permanent building restrictions. Flood insurance premiums would have cost Palo Alto residents an estimated $6 million per year and imposed more costly building restrictions for renovations and new development. The insurance mandate would have been a major disincentive for property owners to pay for flood control improvements when insurance would be required nonetheless. 3. High Speed Rail: VSA has met with senior officials at the Department of Transportation, to better understand their plans for the California High Speed Rail Project. VSA has participated in bi-monthly conference calls with the City and the City’s State lobbyist, sharing information on DOT’s plans, legislation and funding proposals related to high speed rail. 4. Hamilton Avenue Post Office: VSA has met with senior officials of the United States Postal Service and congressional staff about the process of acquiring the Hamilton Avenue facility and to help answer questions from the City about that acquisition process. 5. Transient Occupancy Taxes: VSA has worked with the City to rebuff repeated efforts by the online travel industry to preempt local governments from collecting transient occupancy taxes on temporary lodging. The collective effort of concerned cities has thwarted but not eliminated the prospect of halting this important revenue source for municipalities, already compromised by the online travel industry practice of withholding a portion of the taxes they collect. There have been several changes at the City staff level over the past two years in managing the City’s legislative program. However, recent staff additions and transitions will enable more dedicated and focused attention and oversight to the legislative program. In addition, a number of new provisions have been added to the scope of work for this agreement to better meet the current needs and interests of the City, expand the City's presence and efforts on issue advocacy at the federal level, and provide stronger coordination with City staff and VSA. Some examples include: 1. Conducting the assessment of City needs, opportunities and develop the City’s federal priorities and strategic plan earlier in the legislative calendar (October/November of each year). 2. Developing an action plan each year to accomplish the City’s federal legislative priorities and strategic plan. 3. Conducting regular meetings with legislative leads in City departments and the City’s rail lobbyist to coordinate on federal legislative issues and grant funding needs and opportunities. 4. Providing more targeted monthly reports to the City on the status of the City’s strategic plan priorities, including accomplishments, current status, activities and next steps. 5. Providing a final report on strategic plan priorities to evaluate the efficacy of its legislative efforts prior to considering the work plan for the following year. Staff anticipates conducting a study session in October 2012 on the federal legislative program. The study session will allow for Council input and discussion on the City's Federal legislative activities and priorities overall, and for the current year and next year. If approved, this agreement will authorize the City Manager to enter into a one year agreement with VSA federal legislative representation with options to renew the agreement for two additional years based on satisfactory performance. The City's points of contact for VSA would continue to be Vice President Thane Young, Vice President Steve Palmer and Government Affairs Directors Laura Morgan and Jackie Schmitz. Attachments: Attachment A. Van Scoyoc Agreement 2012 (DOC) Prepared By: Sheila Tucker, Assistant to the City Manager Department Head: James Keene, City Manager City Manager Approval: ____________________________________ James Keene, City Manager Attachment A Professional Services Rev. June 2, 2010 1 CITY OF PALO ALTO CONTRACT NO. C12146667 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND VAN SCOYOC ASSOCIATES, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this day of July, 2012, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and VAN SCOYOC ASSOCIATES, INC., a Washington DC Corporation, located at 101 Constitution Avenue, NW, Suite 600 West, Washington, D.C. 20001 (PH) 202-638- 1950,("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to obtain Federal Legislative Representation (“Project”) and desires to engage a consultant to provide Federal Legislative and Regulatory Representation to advance the City’s objectives in Washington (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or 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, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through 07/31/2013 unless terminated earlier pursuant to Section 19 of this Agreement. The CITY has the option to extend this contract for two additional one year terms. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. Professional Services Rev. July 17, 2012 2 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc SECTION 4. NOT TO EXCEED COMPENSATION. The compensation for professional services to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, shall not exceed Eight Thousand Dollars ($8,000) per month and the total amount of compensation, including professional services and reimbursables shall not exceed One Hundred One Thousand Dollars ($101,000.00) per year. The applicable monthly rate and schedule of payment are set out in Exhibit “C”, entitled “COMPENSATION,” which is attached to and made a part of this Agreement. SECTION 5. INVOICES. The CITY will provide the CONSULTANT with an $8,000.00 flat fee retainer from which CONSULTANT will bill for it’s services. In order to request payment, CONSULTANT shall submit monthly invoices to the City. In addition, CONSULTANT shall maintain and keep on record the hours it has billed against the retainer and shall submit the invoices to the CITY upon request. Such documentation shall describe the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses) for work conducted on each area of the CITY’s Strategic Plan. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shal l be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services 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 permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the 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 itself informed 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 performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, 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 design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with Professional Services Rev. July 17, 2012 3 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc CONSULTANT to furnish 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 10. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 11. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 12. PROJECT MANAGEMENT. CONSULTANT will assign Thane Young, Vice President, as the Project Director, to have supervisory responsibility for the performance, progress, and execution of the Services, and Steve Palmer, Vice President, Laura Morgan, Director, Government Relations, and Jacqueline Schmitz, Director, Government Relations, as the project Team to represent CONSULTANT during the day-to-day work on the 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 finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The City’s project manager is Sheila Tucker, Assistant to City Manager , Office of the City Manager, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 329-2452, Email: sheila.tucker@cityofpaloalto.org The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 13. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of Professional Services Rev. June 28, 2012 5 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc 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 14. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’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 15. INDEMNITY. 15.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury 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 performance or nonperformance 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. 15.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 15.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 16. WAIVERS. The waiver by either party 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 deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 17. INSURANCE. 17.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 17.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. Professional Services Rev. June 28, 2012 6 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc 17.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 17.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill 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 performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 18. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 18.1. 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. 18.2. 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. 18.3. 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. 18.4. 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 his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 18.5. 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 19. NOTICES. Professional Services Rev. June 28, 2012 7 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 20. CONFLICT OF INTEREST. 20.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 20.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 20.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 21. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Professional Services Rev. June 28, 2012 8 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc SECTION 22. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the City’s Environmentally Preferred Purchasing policies which are available at the City’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, Consultant shall comply with the following zero waste requirements: All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by the City’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office. Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 23. NON-APPROPRIATION 24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the 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 year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 24. MISCELLANEOUS PROVISIONS. 24.1. This Agreement will be governed by the laws of the State of California. 24.2. 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. 24.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. Professional Services Rev. June 28, 2012 9 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc 24.4. 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. 24.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 24.6. If a court of competent jurisdiction finds 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. 24.7. 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. 24.8 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 24.9 All unchecked boxes do not apply to this agreement. 24.10 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. Professional Services Rev. June 28, 2012 10 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ Senior Asst. City Attorney Date: VAN SCOYOC ASSOCIATES, INC. By:___________________________ Name:_________________________ Title:________________________ Attachments: EXHIBIT “A”: SCOPE OF WORK EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “D”: INSURANCE REQUIREMENTS Professional Services Rev. June 28, 2012 11 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc EXHIBIT “A” SCOPE OF SERVICES Federal Legislative Services Analysis & Goal Setting Due Date 1. Conduct Strategic Assessment of Opportunities - gain a complete understanding of City priorities and services through input from staff and the Council to ensure that the city is taking advantage of every opportunity for federal assistance whether through appropriations or grants. October 2. Assist the City to set short and long-term legislative priorities for the City and performance of an in-depth analysis of current and anticipated congressional legislation and federal funding opportunities on annual basis. October/ Ongoing 3. Develop an annual Federal Legislative Agenda and Strategic Plan – create an action plan t accomplish the City’s goals and objectives and draft a Federal Legislative Agenda or Strategic Plan. Once approved by the City, this agenda will outline an approach for working with the appropriate House and Senate Members, congressional committees and the Administration. November Administrative Services 1. Agency Coordination – assist City in coordinating with Federal agencies which distribute appropriation or grant funds. On-going 2. Forms, Fact Sheets, and Letters – work with City staff to draft forms, fact sheets and letters that will be used to seek funding and oppose or support legislation. On-going 3. Prepare the City for Washington, D.C. Visits – arrange meetings with congressional delegation and their staffs and other important federal officials; prepare the City and local officials for those visits; and guide the city through these meetings in order to optimize effectiveness. 4. Legislative Markups –guide City’s projects through the markup of spending and authorizing legislation in the relevant subcommittees and committees. On-going 5. Legislative Tracking –track City’s projects as legislation and administrative actions progress, so the City knows when, and how, to advocate for these projects at critical times. On-going 6. Regular Reporting –provide regular status reports and updates to the City on the status of the City’s Strategic Plan, legislative priorities, and funding opportunities. Projects and provide periodic written, verbal and electronic reports to the City. Provide weekly report on general activities in Washington and Congress. Provide monthly reports to City on status of strategic plan. priorities, including current status, activities and next steps. Weekly Monthly Professional Services Rev. July 17, 2012 12 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc Provide a final report prior to considering work plan for the following year. October 7. Attend all relevant industry meetings in Washington D.C. in order to provide up-to-the-minute intelligence. On-going 8. Agency Implementation – The consultant will also help the City work with federal agencies that will administer any congressional appropriation projects, in order to establish funding arrangements and implement these projects. On-going 9. Conference Calls – conduct weekly or monthly conference calls with City staff on federal activities and legislation including the City’s State High Speed Rail lobbyist, to ensure the Federal Legislative Agenda or Strategic Plan is being implemented. On-going Outreach and Advocacy 1. Work with Federal department personal and Subcommittee Staff –work directly with staff in congressional offices and Subcommittees to promote the City’s projects, gather timely information, and advance efforts. On-going 2. Stakeholder Support – work with the City and its partners to gather and effectively convey support from stakeholders in local and state government, business and educational communities, and prominent citizens, through letters, phone calls, and visits. On-going 3. Media and News – coordinate with City on current events and its implication to the community. Prepare or review press releases as needed. On-going Professional Services Rev. July 17, 2012 13 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall provide the Services on a schedule in liaison with the Legislative calendar year. CONSULTANT will develop a schedule with CITY Staff to pursue projects and programs identified by CITY as priority and in line with established timelines and deadlines. CONSULTANT shall work with City Staff to develop and implement a schedule which shall maximize CITY’s opportunities for securing Federal funding, appropriations and discretionary grants. Professional Services Rev. July 17, 2012 14 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, to the reasonable satisfaction of the CITY. The CITY will provide the CONSULTANT with an $8,000.00 flat fee retainer from which CONSULTANT will bill for it’s services. In order to request payment, CONSULTANT shall submit monthly invoices to the City. In addition, CONSULTANT shall maintain and keep on record the hours it has billed against the retainer and shall submit the invoices to the CITY upon request. Such documentation shall describe the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses) for work conducted on each area of the CITY’s Strategic Plan. In addition, CITY will compensate CONSULTANT for incurred Reimbursable Expenses in an amount Not to Exceed $5,000 per Year. Reasonable Expenses include directly related business expenses and travel, including but not limited to, duplicating documents, binding reports, mileage, phone, supplies, FAX, postage, travel, hotel, meals, etc. Professional Services Rev July 17, 2012 18 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Professional Services Rev July 17, 2012 19 C:\documents and settings\kwhitle\local settings\temp\minutetraq\paloaltocityca@paloaltocityca.iqm2.com\work\attachments\5996.doc THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303