02-05-2013 - Joe A. Gonsalves & Son Consultant Agreement - Item SA4 Attach 1 (2).docAGREEMENT
BETWEEN JOE A. GONSALVES & SON
AND THE WEST COVINA SUCCESSOR AGENCY/CITY OF WEST COVINA
The WEST COVINA SUCCESSOR AGENCY/CITY OF WEST COVINA (hereinafter “AGENCY”) wishes to engage the services of JOE A. GONSALVES & SON (hereinafter “ADVOCATE”), located at 925 L Street,
Suite 250, Sacramento, California, to provide services in legislative advocacy and governmental affairs in matters affecting cities in the State of California.
The purpose of this Agreement is to state the terms and conditions under which ADVOCATE will provide services to AGENCY.
ADOVCATE Representative(s):
The following principal(s) of ADVOCATE are designated as being the principal(s) and representative(s) of ADVOCATE authorized to act in its behalf with respect to the work specified in
this Agreement and make all decisions in connection with this Agreement:
Anthony D. Gonsalves
Jason A. Gonsalves
Paul A. Gonsalves
The terms and conditions are limited to the following:
ADVOCATE’s Scope of Services. ADVOCATE agrees to assume and perform the following duties and responsibilities:
Serve as the AGENCY’s consultant in the unwinding of the former redevelopment agency’s affairs.
Represent the AGENCY in Sacramento in terms of communicating the AGENCY’s interests to the appropriate elected representatives, key staff members, state agencies (i.e. Department of
Finance), and other individuals as needed, with emphasis on the Meet & Confer process with the California Department of Finance.
Attend and provide testimony on behalf of the AGENCY in legislative committee hearings, Meet & Confer meetings, etc.
Develop, coordinate, and execute the AGENCY’s advocacy efforts, including communication with legislative officials and other governmental officials for the purpose of administrative
action (i.e. Meet & Confer) and legislative proposals.
Develop and maintain good working relationships between the AGENCY and State legislators, legislative staff, and state agencies.
Review all pertinent legislative bills introduced in the California Legislature and inform the AGENCY of all such legislation affecting its interest and forward weekly a copy of all
such bills to the AGENCY. The AGENCY will review and analyze all such legislative bills and inform ADVOCATE, in writing, of its positions on such bills the AGENCY wishes to pursue.
Assist in identifying and obtaining state funding available for AGENCY programs and proposed capital projects.
Obtain support, through letters of support and other means, from state legislators and officials for AGENCY grant applications.
Provide a monthly written summary during the legislative session and at other times if warranted that gives updates on pending legislation, state budget, and other relevant issues.
Arrange meetings with legislative representatives or key agency staff and AGENCY representatives.
Provide support, including advising on briefing papers, talking points, etc., when AGENCY officials are requested to testify before a legislative committee.
AGENCY Representative:
City Manager or “Designee” authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement.
Whenever approval, direction, or other actions are required by AGENCY under this Agreement, those actions will be taken by the AGENCY Representative, unless otherwise stated. The
City Manager has the right to designate another Representative at any time, by providing notice to ADVOCATE.
AGENCY’s Duties and Responsibilities:
AGENCY shall, on a timely and continuing basis, apprise ADVOCATE of any specific issues it wishes to have analyzed or pursued by ADVOCATE under this Agreement.
AGENCY shall analyze and review all legislative bills submitted to it by ADVOCATE and will inform ADVOCATE, in writing, of its positions on any and all such bills AGENCY wishes ADVOCATE
to pursue.
AGENCY shall, on a timely basis, pay all bills and invoices submitted to it by ADVOCATE.
Effective Date and Term. This Agreement shall become effective on the ____________________, and shall continue in full force and effect unless and until terminated by AGENCY and/or
by ADVOCATE.
Compensation. AGENCY shall pay to ADVOCATE the monthly sum of $2,500.00 (TWO THOUSAND FIVE HUNDRED DOLLARS), payable in advance on the first day of each month, not to exceed $30,000
(THIRTY THOUSAND) in a year. ADVOCATE is an independent contractor and shall be responsible for all taxes including but not limited to ADVOCATE’s employees’ withholdings etc.
Costs and Expenses. AGENCY shall reimburse ADVOCATE for any travel and/or other expenses directly related to any request by AGENCY for ADVOCATE to participate in any meetings or activities
outside of Sacramento.
Attorneys Fees and Costs. If any legal action is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees,
costs, and necessary disbursements in addition to any other relief to which such party may be entitled.
Indemnification.
Professional Services. In the connection with its professionals services, the Contractor shall hold harmless and indemnify AGENCY, and its elected officials, officers, employees, servants,
volunteers, and agents serving as independent contractors in the role of city or agency officials, (collectively, “Indemnities”), with respect to any and all damages, liabilities, losses,
reasonable defense costs or expenses (collectively, “Claims”), including but not limited to liability for death or injury to any person and injury to any property, to the extent the
same out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Contractor or any of its officers, employees, subcontractors, Contractors, or agents in the performance or its professional services under this Agreement. Contractor shall reimburse
all reasonable defense costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense.
Other Indemnities. In connection with all Claims not covered by Section A, the Contractor shall defend, hold harmless and indemnify the Indemnities with respect to any and all Claims
including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the non-professional acts, omissions,
activities or operations of Contractor or any of its officers, employees, subcontractors, Contractors, or agents in the performance of this Agreement. Contractor shall defend Indemnities
in any action or actions filed in connection with any such Claims with counsel of AGENCY’s choice, and shall pay all costs and expenses, including actual attorney’s fees and experts’
costs incurred in connection with such defense.
Non-waiver of Rights. Indemnities do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by AGENCY, or the deposit with AGENCY, of
any insurance policy or certificate required pursuant to this Agreement.
Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Contractor, on behalf of itself and all parties claiming under or through it, hereby waives
all rights of subrogation against the Indemnities, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or
operations performed by or on behalf of the Contractor.
Survival. The provisions of this Section 13 shall survive the termination of the Agreement and are in addition to any other rights or remedies, which Indemnities may have under the
law. Payment is not required as a condition precedent to an Indemnities’ right to recover under this indemnity provision.
Insurance: ADVOCATE must maintain at its sole expense the following insurance, which will be full coverage not subject to self insurance provisions:
Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:
Primary Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
Primary Property Damage of at least $250,000 per occurrence; or
Combined single limits of $1,000,000 per occurrence.
General Liability including coverage for premises, products and completed operations, independent contractors/vendors, personal injury and contractual obligations with combined single
limits of coverage of at least $1,000,000 per occurrence.
Professional liability insurance – Not Applicable.
Workers’ Compensation with limits as required by the State of California and Employers Liability with limits of at least $1,000,000.
The insurance provided by ADVOCATE will be primary and non-contributory.
AGENCY, must be named as additional insured under the general liability policies.
ADVOCATE must provide certificates of insurance and/or endorsements to the City Clerk of the City of West Covina before the commencement of work.
Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation, or change of coverage can be made without thirty days notice to AGENCY.
Governing Law. This Agreement shall be governed by the laws of the State of California.
Entire Agreement/Severability. This Agreement has six (6) pages. It constitutes the entire Agreement between parties regarding its subject matter. If any provision of this Agreement
is held by any court to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.
Notice of Termination.
30-Day notice of termination under this Agreement by ADVOCATE shall be given to AGENCY be certified mail to the following address:
City of West Covina
1444 West Garvey Avenue, South, Room 305
West Covina, CA 91790
30-Day notice of termination under this Agreement by AGENCY shall be given to ADVOCATE by certified mail at the following address:
Joe A. Gonsalves & Son
925 L Street, Suite 250
Sacramento, CA 95814
Amendments. The Agreement may be modified or amended only by a written document executed by both ADVOCATE and AGENCY.
JOE A. GONSALVES & SON
DATED: ____________________ BY ______________________
WEST COVINA SUCCESSOR AGENCY/ CITY OF WEST COVINA
DATED: ____________________ BY ______________________