HomeMy WebLinkAbout04401 - SMITH KEMPTON WATTS LOBBYIST Smith, Kempton & Watts
Legislative Advocacy
AGREEmNT #4401
M06928, 9-12-01
CITY OF PALM SPRINGS -- — — -- -- — —— —
CONTRACT SERVICES AGREEMENT FOR
LEGISLATIVE ADVOCACY AND GOVERNMENTAL AFFAIRS
THIS CONTRA T SERVICES AGREEMENT (herein "Agreement") is made and
entered into this � day of 4t 2001, by and between the CITY OF PALM
SPRINGS, a municipal corporation (herein"City") and SMITH. KEMPTON &WATTS (herein
"Contractor").
NOW, THEREFORE, the parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Contractor shall perform the work or services set forth in the "Scope of
Services" attached hereto as Exhibit A and incorporated herein by reference. Contractor
warrants that all work and services set forth in the Scope of Services will be performed in a
competent, professional and satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations
of the City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses Permits Fees and Assessments. Contractor shall obtain at
its sole cost and expense such licenses, permits and approvals as may be required by law
for the performance of the services required by this Agreement.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Contractor shall be compensated in accordance with the "Schedule of Compensation"
attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding
the maximum contract amount of forty four thousand dollars (Contract Sum).
2.2 Method of Payment. Provided that Contractor is not in default under the
terms of this Agreement, Contractor shall be paid as outlined in Exhibit "B ".
3.0 COORDINATION OF WORK
3.1 Representative of Contractor. Mark Watts is hereby designated as being
the principal and representative of Contractor authorized to act in its behalf with respect to
the work and services specified herein and make all decisions in connection therewith.
3.2 Contract Officer. The Contract Officer shall be such person as may be
designated by the City Manager authorized to act in its behalf with respect to the work and
services specified herein and make all decisions in connection therewith ("Contract Officer").
The City Manager of City shall have the right to designate another Contract Officer by
providing written notice to Contractor.
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3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest
herein may be assigned or transferred, voluntarily or by operation of law, without the prior
written approval of City. Any such prohibited assignment or transfer shall be void.
3.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or
employees, perform the services required herein, except as otherwise set forth. Contractor
shall perform all services required herein as an independent contractor of City and shall
remain under only such obligations as are consistent with that role. Contractor shall not at
any time or in any manner represent that it or any of its agents or employees are agents or
employees of City.
4.0 INSURANCE, INDEMNIFICATION AND BONDS
4.1 Insurance. The Contractor shall procure and maintain, at its sole cost
and expense, in a form and content satisfactory to City, during the entire term of this
Agreement including any extension thereof, the following policies of insurance:
(a) Commercial General Liability Insurance. A policy of commercial
general liability insurance written on a per occurrence basis with a combined single
limit of a least $1,000,000 bodily injury and property damage including coverages for
contractual liability, personal iniurv, independent contractors broadform property
damage, products and completed operations The General Liability Policy shall name
the City of Palm Springs as an additional insured in accordance with standard ISO
additional insured endorsement form CG2010(1185) or equivalent language
(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State
of California and which will include $1,000,000 employer's liability.
(c) Business Automobile Insurance. A policy of business automobile
liability insurance written on a per occurrence basis with a single limit liability in the
amount of $1,000,000 bodily iniury and property damage, Said policy shall include
coverage for owned, non-owned, leased and hired cars.
(d) Additional Insurance. Policies of such other insurance, including
professional liability insurance in a minimal amount of $1,000,000 if contract has
professional liability exposure, as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name the
City, its officers, employees and agents as additional insured. The insurer shall waive all
rights of subrogation and contribution it may have against the City, its officers, employees and
agents, and their respective insurers. In the event any of said policies of insurance are
canceled, the Contractor shall, prior to the cancellation date, submit new evidence of
insurance in conformance with this Section 4.1 to the Contract Officer. No work or services
under this Agreement shall commence until the Contractor has provided the City with
Certificates of Insurance or appropriate insurance binders evidencing the above insurance
coverages and said Certificates of Insurance or binders are approved by the City.
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The contractor agrees that the provisions of this Section 4.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the
payment of damages to any persons or property resulting from the Contractor's activities or
the activities of any person or person for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with
Section 3.3 of this Agreement the contract between the Contractor and such subcontractor
shall require the subcontractor to maintain the same polices of insurance that the Contractor
is required to maintain pursuant to this Section.
4.2 Indemnification. Contractor agrees to indemnify the City, its officers,
agents and employees against, and will hold and save them and each of them harmless from,
any and all actions, suits, claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities, (herein"claims or liabilities")that may be asserted
or claimed by any person, firm or entity arising out of or in connection with the negligent
performance of the work, operations or activities of Contractor, its agents, employees,
subcontractors, or invitees, provided for herein, or arising from the negligent acts or
omissions of Contractor hereunder, or arising from Contractor's negligent performance of or
failure to perform any term, provision, covenant or condition of this Agreement, whether or
not there is concurrent passive or active negligence on the part of the City, its officers, agents
or employees but excluding such claims or liabilities arising from the sole negligence orwillful
misconduct of the City, its officers, agents or employees, who are directly responsible to the
City, and in connection therewith:
(a) Contractorwill defend any action or actions filed in connectionwith
any of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the
City, its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to perform such work, operations or
activities of Contractor hereunder; and Contractor agrees to save and hold the City, its
officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Contractor for such damages
or other claims arising out of or in connection with the negligent performance of or failure to
perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay
to the City, its officers, agents or employees, any and all costs and expenses incurred by the
City, its officers, agents or employees in such action or proceeding, including but not limited
to, legal costs and attorneys' fees.
5.0 TERM
5.1 Term. Unless earlier terminated in accordance with Section 5.2 below,
this Agreement shall continue in full force for one year from execution of this agreement by
the CITY.
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5.2 Termination Prior to Expiration of Term. Either party may terminate this
Agreement at any time, with or without cause, upon thirty(30) days'written notice to the other
party. Upon receipt of the notice of termination, the Contractor shall immediately cease all
work or services hereunder except as may be specifically approved by the Contract Officer.
In the event of termination by the City, Contractor shall be entitled to compensation for all
services rendered prior to the effectiveness of the notice of termination and for such
additional services specifically authorized by the Contract Officer and City shall be entitled
to reimbursement for any compensation paid in excess of the services rendered.
6.0 MISCELLANEOUS
6.1 Covenant Against Discrimination. Contractor covenants that, byandfor
itself, its heirs, executors, assigns and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on
account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the
performance of this Agreement. Contractor shall take affirmative action to ensure that
applicants are employed and that employees are treated during employment without regard
to their race, color, creed, religion, sex, marital status, national origin or ancestry.
6.2 Non-liability of City Officers and Employees. No officer or employee of
the City shall be personally liable to the Contractor, or any successor in interest, in the event
of any default or breach by the City or for any amount which may become due to the
Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.
6.3 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or
indirectly, interested, in violation of any State statute or regulation. The Contractor warrants
that it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
6.4 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other
person shall be in writing and either served personally or sent by prepaid, first-class mail, in
the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF
PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the
Contractor, to the person at the address designated on the execution page of this Agreement.
6.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against
either party by reason of the authorship of this Agreement or any other rule of construction
which might otherwise apply.
6.6 Integration; Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement
supersedes and cancels any and all previous negotiations, arrangements, agreements and
understandings, if any, between the parties, and none shall be used to interpret this
Agreement. This Agreement may be amended at any time by the mutual consent of the
parties by an instrument in writing.
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6.7 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction,
such invalidity or unenforceability shall not affect any of the remaining portions of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the
intent of the parties hereunder unless the invalid provision is so material that its invalidity
deprives either party of the basic benefit of their bargain or renders this Agreement
meaningless.
6.8 Waiver. No delay or omission in the exercise of any right or remedy by
a nondefaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other party's
consent to or approval of any subsequent act. Any waiver by either party of any default must
be in writing and shall not be a waiver of any other default concerning the same or any other
provision of this Agreement.
6.9 Attorneys' Fees. If either party to this Agreement is required to initiate
or defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's
fees, whether or not the matter proceeds to judgment.
6.10 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv)the
entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound.
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IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date first written above.
ATTE CITY OF PALM SPRINGS,
a municipal corporation
City Clerk
City Manager
APPROVED AS TO FORM: (Check one: _Individual _ Partnership
_Corporation)
By:
City A me
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By: '�� 7 -IQ
Signature (Notariz d� )
Print Name & Title;
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By
Signature (Notarized)
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Corporations require two signatures: One from each of
the following: A. Chairman of Board, President, any
Vice President:AND B. Secretary,Assistant Secretary,
Treasurer,Assistant Treasurer,or Chief Financial Officer Mailing Address:
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State of Calif) RIGHT THUMBPRINT(Optional)
County of
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before me, ,��„�,�A/,��2e' �l�f:.•�, �
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Is/are subscribed to the EIATTORNEY IN FACT
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OFFICER(S)
The information requested below and in the column to the right is OPTIONAL. ITITLE.)
Recording of this document is not required by law and Is also optional.
It could, however, prevent fraudulent attachment of this certificate to any EIPARTNER(S) ❑LIMITED
unauthorized document. ❑GENERAL
❑ATTORNEY IN FACT
THIS CERTIFICATE Tale or Type of Document OTRUSTEE(S)
MUST BE ATTACHED ❑GUARDIAN/CONSERVATOR
TO THE DOCUMENT Number of Pages Date of Document ❑OTHER:
DESCRIBED AT RIGHT:
Signers)Other Than Named Above j I
SIGNER IS REPRESENTING:
(Name of Persons)or Entityfies)
WOLCOTTS FORM 63237 Rev.3-94 grnse clrsa 8-21I (01994 WOLCOTTS FORMS,INC.
ALL PURPOSE ACKNOWLEDGMENT FOR CALIFORNIA WITH SIGNER CAPACITY/REPRESENTATION/TWO FINGERPRINTS
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EXHIBIT "A"
SCOPE OF SERVICES
1. Contractor agrees to perform on behalf of the CITY, and under the direction of the City
Manager, the following services:
a. Monitor, review, analyze, draft, and advocate state legislation, administrative
and regulatory actions.
b. Advise and assist the CITY in its efforts to develop a coalition of interests
necessary to support the CITY'S legislative, regulatory and administrative program.
c. Advise and assist the CITY in connection with meetings and appearances by or on
behalf of the CITY with or before state or regional entities, including, but not limited
to, Governor's Office, executive branch agencies, the Legislature, and various
state boards and commissions for the purpose of insuring that governmental
officials and entities are fully and properly informed regarding all facts and
conditions relative to the CITY'S interests, including assistance in drafting
background reports, letters, testimony and other documentation necessary to
support the CITY'S program objectives.
d. Develop a strategic Legislature plan in conjunction with city management and staff.
e. Assist in a project management capacity for the CITY'S existing and proposed
transportation projects.
2. Contractor shall receive administrative supervision regarding the CITY'S interest in this
contract from David H. Ready, City Manager, or his specific alternate in his absence.
3 The CITY hereby designates Contractor to act as its representative, under the supervision of
the City Manager, with the California State Legislature and various state, regional and local
governmental committees, commissions, agencies, and persons involved in governmental
affairs affecting the CITY'S interests in California.
4. Contractor shall perform the foregoing services in full compliance with all applicable laws,
rules, and regulations, and shall, in cooperation with the CITY, file all reports required of it
or them by applicable law in a timely manner in connection with their representation of the
CITY. Contractor shall furnish all necessary information and assist the CITY in filing all
reports required of it and them by applicable law in a timely manner.
5. The parties recognize that Contractor has other clients for which it performs services similar
to those provided for herein and may find from time to time that the interests of various
such clients may conflict with interests of the CITY. Contractor shall advise the CITY in
writing of all such instances wherein there is a conflict between the interests of the CITY and
the interests of one or more of its other clients, and in each and every such instance agrees
that it shall not take any action on behalf of the CITY or such other client(s) without the
consent of the CITY.
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6. Contractor agrees that it will not disclose any confidential information regarding the CITY or
its current or former employees that it has obtained or will obtain, either directly or indirectly,
without prior consent of the CITY.
7. Contractor agrees to monitor and keep CITY informed as to developments relative to all
pertinent issues and assist the CITY's legislative program relating to (but not limited to) the
following issues:
a. Energy and transportation'
b. Community Redevelopment Agency
C. Compliance with state housing guidelines
d. Land use and general plan
8. Contractor agrees to keep CITY informed of all state grant programs available to cities and
in any special areas of concern requested by the CITY.
9. Contractor agrees to set up appointments for city officials when traveling to Sacramento.
10. Contractor agrees to make suggestions concerning with whom the CITY should meet
depending upon any legislative goal the CITY wishes to accomplish.
11. Contractor agrees to coordinate and assist the League of California Cities, Riverside County
and Coachella Valley legislative representatives relating to issues of concern to municipalities
state-wide or regional, with the understanding that the issues of the CITY may differ from
those of such other organizations.
12. Contractor shall provide periodic written reports, at least monthly, of its services performed
pursuant to this agreement.
1 The City has an immediate need to develop legislative strategies concerning the permitting of the Ocotillo
Power Plant and creating opportunities to secure cheap, reliable power to City residents and businesses, and to
maximize tax revenue
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EXHIBIT "B"
SCHEDULE OF COMPENSATION
The CITY shall pay the Contractor as compensation for performance of the services herein above
mentioned, the sum of $3,500 per month.
Chargeable expenses for the purpose of this agreement shall include reasonable and necessary
entertainment expenses directly related to the interests of the CITY and travel outside the
Sacramento area, excluding to Palm Springs, including meals and lodging while engaged in such
travel and shall not exceed $2,000 for the calendar year.
Expenses related to meeting in Palm Springs, requested by the City with the City Manager or City
Council, shall not exceed $500 per trip and $1,000 for the term of the contract (one year).
All chargeable expenses, and any other expenses related to this contract shall be expressly
authorized by the CITY prior to such expenses being incurred. Contractor agrees to include an
estimate of time worked as part of each monthly invoice.
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