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HomeMy WebLinkAboutPW Professional Services for Federal AdvocacyAGREEMENT FOR PROFESSIONAL SERVICES FOR FEDERAL ADVOCACY This Agreement is made and entered into this -L day of � -20by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and THORN—RU PARTNERS, LLC., a limited liability company authorized to do business in California (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY requires professional federal legislative advocacy services; and WHEREAS, the CONSULTANT has agreed to render such services. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. Bill Guerin is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Paul Schlesinger is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide services as outlined in CONSULTANT's proposal, dated January 6, 2022, marked as Exhibit A, attached hereto and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows outlined in Exhibit A. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT a flat fee of $5,000 per month for services rendered, plus up to $1,200 allocated for incidentals during the term of this Agreement, for a total not -to -exceed $61,200. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGREEMENT. The term of this Agreement shall be for one year commencing upon date of execution of this agreement. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional two periods of up to two years. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (3 0) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. Revised 1/29/2020 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 11. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 12. NO THIRD PARTY BENEFICL4RIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 13. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONSULTANT's Project Director: Revised 1/29/2020 Bill Guerin City of San Rafael 111 Morphew Street San Rafael, CA 94901 Paul Schlesinger Thorn Run Partners, LLC 100 M Street, SE — Ste. 750 Washington, DC 20003 14. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 15. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 16. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 17. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. Revised 1/29/2020 18. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 19. TAXES. CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 20. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 21. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 22. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL Revised 1/29/2020 CONSULTANT By: Name: C. "al Title:--- Revised itle:-_ ATTEST: qq„/ LINDSAY LARA, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, Ci Attorney Revised 1/29/2020 [If CONSULTANT is a corporation, add signature of second corporate officer] Exhibit A THORN RUN PARTNERS GOVERNMENT RELATIONS January 6, 2022 Mr. Jim Schutz City Manager City of San Rafael 1400 Fifth Avenue, Room 203 San Rafael, CA 90901 Dear Mr. Schutz, I am writing at the suggestion of Bill Guerin, who expressed the belief that the City might be interested in retaining my services and those of Thorn Run Partners as a federal advocate in Washington, D.C. In fact, I have served the City on two separate occasions in the past, both times with the sole objective of helping to secure funding for the Army Corps of Engineers to conduct maintenance dredging of the San Rafael Creek. In FY'02, we helped secure the necessary funds for the Corps in the first year in which we were asked to undertake the task, despite the fact that no funding for it had been included in the President's budget request. Then, in 2007, 1 was again asked to assist with such an effort and, again, our efforts were successful after a campaign that involved our Congressional Delegation, pertinent Congressional committees, the Army Corps of Engineers in the District and in Washington headquarters, the Assistant Secretary's office in the Pentagon, and the Office of Management and Budget. was pleased to see that, with the inclusion of funds in the President's FY'22 budget request to Congress of an amount hopefully sufficient to complete the next dredging episode, the City's efforts over the past few years have apparently achieved their objective. I was pleased to work with the County of Marin in its efforts to assist the City with this endeavor. The County was my first client upon leaving a position on Capitol Hill and entering this profession 30 years ago. During my years on Capitol Hill, I served in several positions on the staff of a senior House Californian, then for seven years on the staff of what is now known as the House Highways and Transit Subcommittee, and finally three years as Staff Director of the full Committee on Transportation and Infrastructure. 100 M St. SE - Ste. 750 1 Washington D.C. 20003 1 (202) 688-0225 1 inquiry@thornrun.com In addition to serving the interests of the City and County, I have been privileged to help a number of other public entities in California, and also those in other states, meet their needs with the assistance of the federal government. Of course, sometimes our efforts have focused on helping to make sure that the federal government didn't stand as an obstacle to my clients as they worked to improve their communities and facilities. Over the years, California client teams that I have headed have brought over $1 billion in federal funding to the State. And in an exercise we undertook a couple of years ago, we discovered that public clients I have served around the country have seen an average return of about $144 for every dollar they have invested in their federal representation with us. Obviously, such a return would not be possible if our efforts on their behalf were restricted to water resources or infrastructure in general. Indeed, we have become quite adept at helping municipalities and public agencies address a wide range of objectives. So, I do believe that we might be able to help the City with its public infrastructure needs and also those that might be more related to other of its objectives. We would be pleased to offer these services for a monthly retainer of $5,000 plus the actual cost of necessary out-of-pocket expenses that would seldom exceed $100/month except in months when we might be called upon to travel to the City, or when City officials might wish to travel to Washington. Such terms could be included in a one-year contract that might be extended annually for two years at the option of the City. Working with Thorn Run Partners, I would look forward to renewing my formal relationship with the City of San Rafael, and be pleased to discuss the matter further at your convenience. I can be reached almost anytime at 703-508-6700. Sincerely, X �. Paul Schlesinger Paul Schlesinger RAf, ^� 2 fi ya ,rY WITH p�� CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Iman Kayani for BG Extension: 3352 Contractor Name: Thorn Run Partners, LLC Contractor's Contact: Paul Schlesinger Contact's Email: pschlesinger@thornrun.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 1/7/2021 Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑X IKK 2 City Attorney a. Review, revise, and comment on draft agreement 1/7/2022 ❑X LG and return to Project Manager 1/7/2022 X❑ LG b. Confirm insurance requirements, create Job on (N/A) Department Director PINS, send PINS insurance notice to contractor 3 Approval of final agreement form to send to 1/12/2022 © BG contractor 4 Project Manager Forward three (3) originals of final agreement to 1/12/2022 ❑X IKK contractor for their signature 5 Project Manager When necessary, contractor -signed agreement L N/A agendized for City Council approval * *City Council approval required for Professional Services OIKK Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 1/27/2022 IKK Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed y ' agreement City Attorney Review and approve insurance in PINS, and bonds 1 )2-D721]•.(�- 8 (for Public Works Contracts) City Manager/ Mayor Agreement executed by City Council authorized Y 9 official City Clerk Attest signatures, retains original agreement and 10 forwards copies to Project Manager r + r • VY