13-024 Aaron Read & Associates for Legislative Advocacy Consultant Services AgreementAGREEMENT BETWEEN THE CITY OF CUPERTINO AND AARON READ &
ASSOCIATES FOR LEGISLATIVE ADVOCACY CONSULTANT SERVICES
THIS AGREEMENT, for reference dated March 1 � 2013, is by and between
CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and
N READ & AS S OCIATE S, whose adch•ess is 1415 L Street, Suite 11005
Sacramento, CA 95814 (hereinafter referred to as "Advocate"), and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under
the laws of the Mate of California with the power to carry on its business as it is now
being conducted under the Constitution and the statutes of the State of California and the
Cupertino l um*cip l Code.
B. Advocate is specially trained, experienced and competent to per ornx the
special services which will be required by this Agreement; and
C. Advocate possesses the skill, experience, ability, background, certification
and knowledge to provide the services described in this Agreement on the terns and
conditions described her em*.
D. City and Advocate desire to enter into an agreement for Advocacy
Services upon the terms and conditions herein.
NOW, THEREFORE, E, it is mutually agreed by and between the undersigned
parties as follows;
I. TERM:
The tern of this .Agreement shall conunence on February 19, 2013, and shall
terminate on February 18, 2014, unless terminated earlier as set Forth herein.
2. SERVICES To BE PERFORMED:
Advocate agrees to assume and per 'onn the following duties and responsibilities
a. Advocate will use its best efforts to represent the City's interests with the
California State Legislature and the executive branch of California Mate
Government.
. .Advocate will seek policy guidance from the City and will act in
accordance with that policy direction.
c. Advocate will participate in the TEA Cities worldng Group conference
calls to provide updates of activity conducted on behalf of the City /TEA
Cities of Santa Clara County and/or provide a we l ly written summary of
activity.
d. .Advocate shall arrange pectin s with legislative representatives for TEA.
Cities of Santa Clara County's elected officials and staff when necessary.
e. Advocate shall initiate legislative proposals on behalf of the City.
f. Advocate shall attend and provide testimony on behalf of City/ `SEA Cities
of Santa Clara County in legislative hearings when waiTanted.
g. Advocate shall review all legislative bills introduced in the California
Legislature and shall infon -n the City of all such legislation affecting City's
interests. Advocate shall forward l r a copy of all such bills to the City.
h. Advocate shall assist City in identifying and obtaining state funding available
for City programs and proposed capital projects.
3. COMPENSATION To ADVOCATE:
Advocate shall be compensated for services performed pursuant to this
Agreement in the amount of $7,000 per month, payable in advance, for a total contract
amount not to exceed $84,000. Payment shall be made by checks drawn on the treasury
of the City, to be taken from the General Fund.
Advocate will absorb the cost of long distance phone cabs, faxes, postage,
photocopies and other miscellaneous expenses. The City of Cupertino agrees to
reimburse Advocate for any required travel expenses that night be necessary to attend
meetings or legislative hearings scheduled outside of Sacramento. Travel will only be
with the prior approval of the City of Cupertino.
4. TIME IS of THE SSMC:
Consultant and City agree that time is of the essence regarding the performance of
this Agreement.
5. STANDARD of CARE.
Advocate agrees to perform all services hereunder in a mariner co=ensurate
with the prevailing standards of life professionals in the Sacramento Area and agrees that
all services shall be perfo ne l by qualified and experienced personnel who are not
employed by the City .nor have any contractual relationship with City.
6. INDEPENDENT PARTIES.
City and .Advocate intend that the relationship between there created by this
.Agreement is that of employer-independent contractor. The manner aid means of
conducting the work are under the control of Advocate, except to the extent they are
lirrU*ted by statute, rule or regulation and the express to ns of this Agreement. No civil
service status or other fight of employment will be acquired by virtue of Advocate's
services.- bone of the benefits Provided. by City to its employees, including but not
limited to, unemployment insurance, workers' compensation plans, vacation and sick
leave are available from City to Advocate, its employees or agents. Deductions shall not
be made for any state or fcderal taxes, FICA. payments, P RS payments, or other
purposes normally associated with an employer -- employee relationship from any fees due
Advocate. Payments of the above items, if required, are the responsibility of Advocate.
7. INEMGRATION REFORM AND CONTROL ACT, IR
Advocate assumes any and all responsibility for verifying the identity and
employment authorization of all of his /her employees performing work hereunder,
pursuant to all applicable I CA or other federal, or state rules and regulations. Advocate
shall indenu -i fy and hold City harmless from and against any loss, damage, liability, costs
or expenses arising from any noncompliance of this provision by Advocate.
. NON - ISC .IMINAT`ION:
Consiste .t rith City's policy that har ssment and discrir linatio are unacceptable
e ,ployer employee conduct, Advocate agrees that harassment or discri� ination directed
t and job applicant, a City employee, or a citizen by Advocate or Advocate's
employee or subcontractor- on the basis of race, religious creed, color, national origin,
ancestr "y, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation
will Trot bo tolerated. Advocate agrees that a.ny and all violations of this provision shall
constitute a .aterial breach of this Agre meat.
9. SCOLD ARMLESS.
Advocate shall, to the fullest extent alloed by lav, Frith respect to all services
performed in connection with the Agreement, i dernnify, defend, and hold harmless the
City and its officers, officials, agents, e� ploy s and vole teers from a .d against any anti
all liability, claims, actions, causes of action or demands whatsoever agai .st any f there,
including any injury to or death f any person or damage t property r other liability
any nature, whether physical, emotional, conse uential or otherwise, ansing out,
pertaining to, or related to the performance of this Agree ment by Advocate or Advocate's
employees, officers, officials, agents or independent contractors. Such costs acrd
expenses shall include reasonable attorneys' fees of counsel of City's choice, expert Fees
and all other costs and fees of litigation.
1 o. Il' S RANC :
on or before the commencement of the term of this Agreement, Advocate shall
furnish City with certificates showing the type, amount, class of operations covered,
effective dates and slates of expiration of insurance coverage ire co pliance with
paragraph. I OA. Such certificates, which do not limit Advocate's indemnification, shall
also contain substantially the following st .teinent: "Shoul any of the above insurance
covered by this certificate be cancel ed or coverage reduced before the expiration date
thereof, the insurer `for ;cling cover .ge shall pr�ovid thi ty clays' .dune written
notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed.
that Advocate shall maintain in force at all times during the perfonnance of this
Agreement all appropriate coverage of insurance reiuired by this Agreement with are
ins�uranc compa .y that is a.cce table to City arid. licensed to d.o insurance b .siness in the
State of California. Endorsements naming the City s additional insured shall be
submitted with the insura .ce certificates.
#t t:
A. COVE AG :
Advocate shall maintain the following insurance coverage:
i yorkers' Com e . _ t .-
Statutory coverage as required by the State of California.
2 Liab lia
Corr ercial general liability coverage in the following rr�inin�urn
limits:
Bodily Injury: $ 005000
each occurrence
1001000
aggr-egt - all other
Property Damage: 100,000 each occurrence
$250,000 aggregate
If submitted, combined single limit policy with aggregate limits in
the arnou .ts of $ 1,000,000 will be considered equivalent to the
required n mhnum limits shoe. above.
(3) Professional Li bi�it :
Professional liability insurance which includes coverage for the
professional acts, etTors and omissions of Advocate in the amount
of at least 1,000,000.
B. EXEMPTIONS:
Advocate will not be operating vehicles in any way to complete the scope of work
arid, therefore, is not subject to the City's comprehensive automotive liability
coverage requirements. If vehicle use should become necessary for any reason,
.Advocate agrees to provide the City notice and proof of insurance that meets the
following minimum requirements prior to engaging in such acts:
Bodily Injury: $500,000 each occurrence
Property Damage. $100,000 each occurrence
or
Combined Single Limit: $500,000 each occurrence
11. CONFLICT CAP INT'ERES'T:
Advocate warrants that it is not a conflict of interest for Advocate to perfon the
services required by this Agreement. Advocate may be required to fill out a conflict of
interest form if the services provided under this Agreement require Advocate to make
certain governmental decisions or serge in a staff capacity as defined in 'Title 2, Division
6, Section 18700 of the California Code of Regulations.
12. PROHIBITION AGAINST TRANSFERS.
Advocate shall not assign, sublease, hypothecate, or transfer this Agreement, or
any interest therein, directly or indirectly, by operation of law or otherwise, without prior
written consent of City. Any attempt to do so without said consent shall be null and void,
and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer. However, claims for
money by Advocate from City under this Agreement may be assigned to a bank, trust
company or other f ancial institution without prior written consent. Written notice of
such assignment shall be promptly fur shed to City by Advocate.
The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Advocate, or of the interest of any general partner or joint
venturer or syndicate member or cotenant, if Advocate is a partnership or joint venture or
syndicate or cotenancy, which shall result in changing' the control of Advocate, shall be
construed as an assig=cnt of this Agreement. Control jeans fifty percent % or
more of the voting power of the corporation.
13. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and
subcontractors whose names and resumes are attached to this Agreement shall be used in
the performance of this Agreement.
In the event that Advocate employs subcontractors, such subcontractors shall be
required to famish proof of workers' compensation insurance and shall also be required to
carry general, automobile and professional liability insurance m reasonable conforn ity to
the insurance carried by Advocate. In addition, any work or services subcontracted
hereunder shall be sub,�ect to each provision of this Agreement.
14. P RNUTS AND LICENSES:
Advocate, at his/her sore expense, shall obtain and maintain dwing the term of
this Agreement, all appropriate permits, certificates and licenses including, but not
limited to, a City Bus Mess Lie ens e, that may be required in connection with the
performance of services hereunder.
15. REPORTS.-
A. Each and every report, draft, work product, map, record and other
doeument, hereinafter collectively referred to as "Report", eport ", reproduced, prepared or
caused to be prepared by Advocate pursuant to or in connection with this Agreement,
shall be the exclusive property of City. Advocate shall not copyright any Report required
by this Agreement and shall execute appropriate documents to assign to City the
copyright to Deports created pursuant to thi
All notices, demands, requests, or approvals from Advocate to City shall be
addressed to City at:
City of Cupertino
10300 ToiTe Ave.
Cupertino CA 95014
Attention: Jacqueline Gin n
All notices, demands, requests, or approvals from City to Advocate shall be
addressed to Advocate t;
Aaron lead & Associates
1415 L Street, Suite 1100
Sacramento, CA 95814
Attention: Patn"ek Moran
17. RECORDS:
Advocate shall maintain complete and accurate records with respect to costs,
expenses, receipts and other~ such information required by City that relate to the
performance of services under this Agreement.
Advocate shall maintain adequate records of services provided in sufficient detail
to permit an evaluation of services, All such records shall be maintained in accordance
with generally accepted accounting principles and shall be clearly identified and readily
accessible. Advocate shall provide free access to such boobs and records to the
representatives of City or its designees at all proper tunes, and gives City the right to
examine and audit same, and to make transcripts therefrom as necessary, and to allow
inspection of all wort, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be kept separate
from other documents and records and shall be maintained for a period of three 3 years
after receipt of final payment.
If supplemental examination or audit of the records is necessary clue to concerns
raised by City's prelimir ary examination. or audit of records, and the City's supplemental
exammation or audit of the records discloses a failure to adhere to appropriate 1ntemal
financial controls, or other breach of contract or failure to act in good faith, then
Advocate shall reimburse City for all reasonable costs and expenses associated with the
supplemental examination or audit.
18. T TI N:
In the event Advocate Fails or refuses to perform any of the provisions hereof at
the time and In the manner required hereunder, Advocate shall be deemed i defaultr*n
the performance of this Agreement. If such default is not cured within the tilne specified
after receipt by Advocate from City of written notice of default, specifying the nature of
such default and the steps necessary to cure such default, City may teen ate the
Agreement forthwith by giving to the Advocate written notice thereof.
City or Advocate shall have the option, at their sole discretion and without cause,
of terminating this Agreement by giving thirty 3 0 days' prior written notice as provided
herein... Upon termination of this Agreement, each party shall pay to the other party that
portion of compensation specified In this Agreement that is earned and unpaid prior to the
effective ctive d ate of termination.
1 . COMPLIANCES.
S.
Advocate shall comply with all state or federal laws and all ordinances, rules and
regulations enacted or issued by City.
Advocate will prepare appropriate registration and lobbyist employer forms
required by law. The City of Cupertino agrees to be responsible for reviewing, signing,
and returning such forms to Advocate for timely filing with the Secretary of State.
20. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State
of California excepting any choice of law rules which may direct the application of laws
of another jurisdiction. The Agreement and obligations of the parties are subject to all
valid laws, orders, riles, and regulations of the authorities having jurisdiction over this
Agreement r the successors of those authorities.)
Any suits brought pursuant to this Agreement shall be filed with the courts of the
County of Santa Clara, State of California.
1. ADVERTISEMENT:
Advocate shall not post, exhibit, display or allow to be posted, exhibited,
displayed any sums, advertising, show bills, lithographs, posters or cards of any kind
pertaining to the services performed under this Agreement Mess prior written approval
has been secured from City to do otherwise.
22. WAIVER:
.A waiver by City of any breach of any term, covenant, or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of -the same or any
other tenn, covenant, or condition contained herein, whether of the same or a different
character.
22. INTEGRATED TE CONTRACT:
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever bind or nature are merged herei
IN WITNESS WHEREOF, the parties have caused the Agreement t be executed.
AARON READ & ASSOCIATES
M
AARON READ
Title:
Date
CITY OF CUPERTINO
Municipal Corporation
CAROL ATWOOD
Director of Administrative Services
Date-
APPROVED AS TO FORM:
By
City Attorney
ATTEST:
0's/
City Clerk
yo(t,
IN WITNESS WHEREOF, , tie parties have caused the Agreement to be executed.
AARON READ & ASSOCIATES
By
AARON READ
Title: C. (5:0
Date 44~
oao;w
CITY OF CUPERTINO
A Municipal Corporation
M
CAROL ATWOO
Director of Administrative Services
Date
APPROVED AS TO FORM:
By
..
City Attorney
TTFT-
City Clerk