STAFF REPORT

SUBJECT: Central Coast Coalition MEETING DATE: September 20, 2012 AGENDA ITEM: 7B STAFF CONTACT: Gregg Hart RECOMMENDATION: A. Adopt revisions to Memorandum of Understanding for the Coalition dated March 2011.

B. Approve a revision to the contract with Shaw, Yoder & Antwih dated July 1, 2011 to

include in the scope and budget for representation of the Central Coast Coalition. SUMMARY:

Mr. Gus Khouri, SBCAG’s state lobbyist, has been informally assisting the Central Coast Coalition by scheduling Town Hall meetings with the California Transportation Commission in Santa Barbara and Santa Cruz and coordinating its annual lobby day in Sacramento for the past two years. The Coalition member agencies have agreed to amend the Coalition’s MOU to include annual contributions from coalition member agencies to provide funding for the work that Mr. Khouri is doing and in order to formalize Mr. Khouri’s role as the Coalition’s registered lobbyist. Each member agency is making a contribution based on its population to provide a total of $10,000. SBCAG’s contract with Shaw, Yoder, Antwih, Inc. is proposed to be amended to include this new responsibility and increase the contract’s annual compensation by $10,000. DISCUSSION: The purpose of the Central Coast Coalition is to raise awareness of the US 101 corridor as a major economic asset to the state and nation, encourage investment in the corridor, and otherwise facilitate the improvement of the U.S. 101 corridor for approximately 269 miles from the Santa Barbara/Ventura

County line to the San Benito/Santa Clara County line. The Coalition was formed by MOU in 2010 and consists of the regional transportation agencies in Santa Barbara, San Luis Obispo, Monterey, Santa Cruz and San Benito counties. The Association of Monterey Bay Area Governments is also a member of the Coalition as the Metropolitan Planning Organization for Monterey, Santa Cruz and San Benito. Caltrans District 5 is not a party to the MOU but is a supporter of the Coalition’s purpose. Mr. Gus Khouri, SBCAG’s state lobbyist, has been informally assisting the Coalition during its annual lobby day in Sacramento for the past two years. He has also helped coordinate two town hall meetings hosted on the Central Coast during his tenure with SBCAG, in Santa Barbara in 2011 and Santa Cruz in October of this year. The Coalition members have agreed to contribute a population based share of $10,000 in funding to SBCAG in order to formalize Mr. Khouri’s role as the Coalition’s lobbyist. This will require that the Coalition MOU be amended as shown in Attachment #1. SBCAG’s contract with Shaw, Yoder Antwih would also have to be amended to include this new responsibility within the scope of services, as shown in Attachment #2. ATTACHMENTS:

1. Amended Central Coast Coalition MOU 2. Amended Contract with Shaw Yoder Antwih, Inc.

1

MEMORANDUM OF UNDERSTANDING AS AMENDED SEPTEMBER 2012

BETWEEN

SANTA BARBARA COUNTY ASSOCIATION OF GOVERNMENTS, ASSOCIATION OF MONTEREY BAY AREA GOVERNMENTS, COUNCIL OF SAN BENITO COUNTY

GOVERNMENTS, TRANSPORTATION AGENCY FOR MONTEREY COUNTY, SAN LUIS OBISPO COUNCIL OF GOVERNMENTS, AND SANTA CRUZ COUNTY

REGIONAL TRANSPORTATION COMMISSION TO FORM A PARTNERSHIP TO ENSURE THE VITALITY OF THE U.S. 101

CORRIDOR ALONG THE CENTRAL COAST

This Memorandum of Understanding (MOU) is entered into by and between the Santa Barbara County Association of Governments (SBCAG), Association of Monterey Bay Area Governments (AMBAG), Council of San Benito County Governments (San Benito COG), Transportation Agency for Monterey County (TAMC), San Luis Obispo Council of Governments (SLOCOG), and Santa Cruz County Regional Transportation Commission (SCCRTC), collectively referred to herein as AGENCIES.

I. RECITALS

(1) The AGENCIES were established pursuant to California Government Code Section 6500.

(2) The AGENCIES wish to build a partnership to raise awareness of the US 101 corridor as a major economic asset to the state and nation, encourage investment in the corridor, and otherwise facilitate the improvement of the U.S. 101 corridor for approximately 269 miles from the Santa Barbara/Ventura County line to the San Benito/Santa Clara County line.

(3) U.S. 101 functions as a critical north/south corridor connecting the Central Coast and the greater Los Angeles Metropolitan Area to the south, and the greater San Jose / San Francisco Metropolitan Area to the north, and the Central Valley to the east, serving as: a critical goods movement corridor; the primary alternative north/south highway when Interstate 5 is periodically closed due to storms and accidents; and an emergency escape route upon any natural or manmade accident or disaster occurring along the coast including wildfire, earthquake, tsunami, or critical incident at Diablo Nuclear Power Plant.

(4) U.S. 101 is a part of the National Highway system, is on the State Interregional Road System (IRRS), and is designated a High Emphasis Focus Route in the Caltrans Interregional Transportation Strategic Plan.

(5) The U. S. Department of Transportation in cooperation with the U. S. Department of Defense has also deemed the Route essential for the national defense designating it a Strategic Highway Network Corridor (SHNC).

II. ROLES AND RESPONSIBILITIES

Under this MOU, the AGENCIES agree to work together to:

(1) Raise the awareness of the importance of the corridor as a critical north south highway, supporting the foundation of the regional economy which is also vital at statewide and national levels.

(2) Cooperate in developing and distributing information about the corridor including but not limited to improvement needs, funding options and strategies, economic impacts and benefits.

(3) Seek funding for improvements within the corridor.

(4) Coordinate with Caltrans District 5 to develop projects.

(5) Seek support from other public and private partners to raise awareness about the importance of the corridor and encourage investments in corridor improvements.

2

(6) Highlight the importance of the US 101 corridor on the central coast with the California Transportation Commission and state legislative and congressional representatives.

(7) Seek appropriate state and federal designations that promote the statewide and national significance of the corridor for long-term economic vitality and seek additional state and federal funding for its improvement.

III. FINANCIAL RESPONSIBILITIES

1) The AGENCIES shall pay annual dues to provide revenues to fulfill the roles and responsibilities of AGENCIES described in Section II. The dues schedule of AGENCIES is included on Attachment “A”.

2) Dues shall be used for purposes consistent with the mission of the Coalition including legislative advocacy.

3) SBCAG shall serve as the custodian of dues paid by AGENCIES and shall deposit dues in a separate fund.

4) Dues are payable on July 1 of each fiscal year beginning July 2012.

5) SBCAG shall amend its legislative advocacy contract to include representing the collective position of the AGENCIES with Caltrans, the California Transportation Commission, the State Legislature, the Governor’s Office, and other appropriate groups to advance the collective agenda of AGENCIES.

6) SBCAG will be the single point of contact for the legislative advocate, provide direction to the legislative advocate regarding AGENCIES’ collective policy positions, and pay invoices of the legislative advocate.

IV. EFFECTIVITY AND AMENDMENT

1) This MOU becomes effective when fully executed by all parties. The terms and conditions of this MOU remain in effect until the goals of the partnership have been achieved or until one of the parties notifies the others that it wishes to withdraw from the partnership.

2) This MOU can be modified or amended by mutual written consent of both parties. This MOU does not replace or modify any other preexisting MOU between any or all parties. Likewise, future MOUs may be entered into between the parties not withstanding this MOU.

3) Any party to this MOU may terminate its participation by giving 30 days written notification to the other parties.

3

San Luis Obispo Council of Governments

_________________________________ Fred Strong SLOCOG President Date: ________

__________________________________ Ronald L. De Carli Executive Director Date: ________

Santa Barbara County Association of Governments

_________________________________ Joni Gray SBCAG Chair Date: ________

__________________________________ Jim Kemp Executive Director Date: ________

Association of Monterey Bay Area Governments _________________________________ Stephany Aguilar AMBAG President Date: ________ Santa Cruz County Regional Transportation Commission

__________________________________ Diane Eidam Executive Director Date: ________

_________________________________ Kirby Nichol SCCRTC Chair Date: ________

__________________________________ George Dondero Executive Director Date: ________

Transportation Agency for Monterey County _________________________________ Simòn Salinas TAMC Chair Date: ________

__________________________________ Debra L. Hale Executive Director Date: ________

4

Council of San Benito County Governments __________________________________ Doug Emerson Chair Date:_________

__________________________________ Lisa Rheinheimer Executive Director Date:_________

Approved as to Legal Form San Benito County Counsel’s Office

Shirley L. Murphy Deputy County Counsel Date: ________

CALTRANS ACKNOWLEDGEMENT: Although not a party to this MOU, Caltrans acknowledges the intent of the parties to work together and with Caltrans to facilitate funding to improve the U.S. 101 Corridor as herein described in this MOU. _________________________________ Tim Gubbins District Director, Caltrans District 5

Date: ________

5

ATTACHMENT A

ANNUAL DUES SCHEDULE

AGENCIES will pay annual dues according to the following schedule:

SBCAG $2,950

SLOCOG $1,850

AMBAG $1,000

San Benito COG $ 320

TAMC $2,390

SCCRTC $1,490

TOTAL $10,000

Agreement Between

SHAW, YODER, ANTWIH, INC.

and

Santa Barbara County Association of Governments

for

Professional Services

from

July 1, 2011 - June 30, 2013

AS AMENDED

September 20, 2012

SBCAG Agreement with Shaw, Yoder, Antwih, Inc. as Amended 9/20/2012

July 1, 2011 - June 30, 2013

A-1

THIS AGREEMENT made and entered into this 1st day of July 2011 by and between the Santa Barbara

County Association of Governments, hereinafter referred to as SBCAG and Shaw, Yoder, Antwih, Inc.

hereinafter referred to as CONSULTANT. The purpose of this contract is to engage CONSULTANT to

render professional state legislative advocacy services.

NOW THEREFORE: the parties hereto do mutually agree as follows:

I. Agreement Organization and Content

This Agreement is fully comprised of these terms and the attached appendices: Appendix "A", Scope of

Services /Compensation.

II. Services to be Performed by CONSULTANT

CONSULTANT agrees to perform and execute for the benefit of SBCAG the tasks, duties and

responsibilities hereinafter referred to as Services and described in Appendix "A", Scope of

Services/Compensation.

III. Term of Agreement

CONSULTANT shall begin performance of the Services on July 1, 2011 and shall complete the Services

on or before June 30, 2013. The term of the Agreement may be extended at the option of the SBCAG.

IV. Compensation

For the performance of the Services, SBCAG agrees to pay CONSULTANT in the manner and at the

times specified as set forth in Appendix “A”

Total compensation paid by SBCAG to CONSULTANT for performance of services described in

Appendix “A”, Scope of Services/Compensation, shall not exceed $90,000.00 $100,000.00.

Compensation includes labor, overhead, fee and expenses. Consultant shall submit to SBCAG monthly

invoices in the amount of $3,750.00 in Year 1 (July 1, 2011 to June 30, 2012) and the first quarter of

Year 2 (July 1, 2012 – September 30, 2012) and $4,861.00 for the remainder of Year 2 (October 1,

2012 - to June 30, 2013) for Services performed in a format acceptable to SBCAG.

SBCAG Agreement with Shaw, Yoder, Antwih, Inc. as Amended 9/20/2012

July 1, 2011 - June 30, 2013

A-2

V. Assignment and Subcontracting

None of the services covered by this Agreement shall be assigned or subcontracted by CONSULTANT

without the prior written approval of SBCAG.

VI. Changes to Agreement

No alteration or deviation of the terms of this Agreement shall be valid unless made in writing and signed

by the parties. No oral understanding or agreement not incorporated herein, shall be binding on any of the

parties.

SBCAG may request, at any time, amendments to this Agreement and will notify the CONSULTANT in

writing regarding changes. Upon a minimum of ten (10) days notice, the CONSULTANT shall determine

the impact on both time and compensation of such changes and notify SBCAG in writing. Upon

agreement between SBCAG and the CONSULTANT as to the extent of these impacts on time and

compensation, an amendment to this agreement shall be prepared describing such changes. Such

amendment shall be valid effective the date of final written approval by COUNSEL SBCAG and the

CONSULTANT or as otherwise designated in the amendment.

VII. Staffing

CONSULTANT represents that it employs, or will employ at its own expense, the personnel required to

perform the services under this Agreement. CONSULTANT specifies that Gus Khouri shall serve as

Project Principal. CONSULTANT'S staff assignments shall not be changed without the prior written

consent of SBCAG.

VIII. Termination of Agreement for Convenience

SBCAG may terminate this Agreement at any time by giving notice to the CONSULTANT of such

termination, and the effective termination date, at least thirty (30) days before the effective date of such

termination. In such event, all finished or unfinished documents and other materials shall, at the option of

the SBCAG, become its property. If this Agreement is terminated by SBCAG, as provided herein, the

CONSULTANT shall be reimbursed for expenses incurred prior to the termination date and receive fees

prorated-fees in accordance with the cost provisions of this Agreement.

SBCAG Agreement with Shaw, Yoder, Antwih, Inc. as Amended 9/20/2012

July 1, 2011 - June 30, 2013

A-3

IX. Termination of Agreement for Cause

If through any cause the CONSULTANT shall fail to fulfill in timely and proper manner its obligations

under this Agreement, or if the CONSULTANT violates any of the covenants, terms, or stipulations of

this Agreement, SBCAG shall thereupon have the right to terminate the Agreement by giving not less

than ten (10) days written notice to the CONSULTANT of the intent to terminate and specifying the

effective date thereof. SBCAG shall provide an opportunity for consultation with the CONSULTANT

prior to termination. In such an event, all finished or unfinished documents, data, studies, surveys,

drawings, maps, models, photographs, reports and other materials prepared by the CONSULTANT under

this Agreement shall, at the option of SBCAG, become SBCAG'S property, and the CONSULTANT shall

be reimbursed for expenses incurred prior to the termination date, without fee, in accordance with the cost

provisions of this Agreement.

X. Responsibility of CONSULTANT

All services performed by the CONSULTANT pursuant to this Agreement shall be performed in

accordance and full compliance with all applicable federal, state and local statutes, rules and regulations.

CONSULTANT agrees to remedy at its expense any professional services which are deficient because of

its failure to perform said services in accordance with the standards imposed by law upon professional

consultants performing services of a similar nature. Said deficiencies must be reported in writing to

CONSULTANT within thirty (30) days after discovery thereof, but in no event later than one (1) year

from the completion of the services.

Notwithstanding the provisions of Term XI, CONSULTANT`S liability to SBCAG from any cause or

combination of causes arising out of, or in connection with, this Agreement, shall not exceed in the

aggregate the total compensation received by CONSULTANT under this Agreement and SBCAG

releases CONSULTANT from any liability in excess thereof. The foregoing aggregate limitation shall

not include CONSULTANT'S responsibilities with respect to indemnities to SBCAG under Term XI for

personal injury or property damage incurred by third parties.

The release from liability and limitations on liability expressed in this Agreement shall apply even in the

event of the fault, negligence, strict liability, or otherwise, of the party released or whose liability is

limited and shall extend to the related entities of such party and its and their directors, officers and

employees.

SBCAG Agreement with Shaw, Yoder, Antwih, Inc. as Amended 9/20/2012

July 1, 2011 - June 30, 2013

A-4

Under no circumstances shall CONSULTANT be liable to SBCAG for any consequential or incidental

damages including but not limited to loss of use or loss of revenue.

XI. Indemnity

Each party will hold harmless, indemnify and defend the other party against all claims, demands, suits,

judgments, expenses, and costs of any and every kind, insofar as it may legally do so, occurring or

resulting from negligent or wrongful acts of the officers, agents, or employees of the indemnifying party

in the performance of this Agreement.

XII. Insurance

CONSULTANT shall procure and maintain the following required insurance coverage during the

performance of this Agreement:

A. Workers' Compensation Insurance with an insurance company acceptable to SBCAG. Statutory

Workers' Compensation and Employer's Liability Insurance, with limits of at least One Million

Dollars ($1,000,000.00) shall cover all employees while performing any work incidental to the

performance of this Agreement.

B. General and Automobile Liability Insurance with insurance company or companies acceptable to

SBCAG. General Liability Insurance shall include personal injury liability with employee

exclusion deleted and shall afford coverage for all premises and operations of the

CONSULTANT and/or agents or subcontractors of CONSULTANT. Automobile Liability

Insurance shall cover all non-owned motor vehicles, which are operated on behalf of

CONSULTANT pursuant to activities hereunder. SBCAG, its officers, employees and agents

shall be named as additional insured. The limit of liability of said policy or policies for general

and automobile liability insurance shall be at least Five Hundred Thousand ($500,000.00) Dollars

per occurrence combined single limit for bodily injury and property damage. Personal injury

coverage shall also be in the amount of at least Five Hundred Thousand ($500,000.00) Dollars

per person and aggregate. Said policy or policies shall contain a provision or endorsement that

the insurance as is afforded by this policy shall be primary and contributory to the full limits

stated in the declarations, and if the SBCAG has other valid and collectible insurance for a loss

covered by the policy, that other insurance shall be excess only. Current certificates for required

insurance shall be maintained at all times during performance of this Agreement in SBCAG

office as a condition precedent to payment by SBCAG under this Agreement. Failure to comply

SBCAG Agreement with Shaw, Yoder, Antwih, Inc. as Amended 9/20/2012

July 1, 2011 - June 30, 2013

A-5

with the insurance requirements shall place CONSULTANT in default. Upon request by

SBCAG, CONSULTANT shall provide certified copies of any insurance policies to SBCAG

within ten (10) working days. The policies of insurance shall provide that no cancellation, major

change in coverage, or expiration shall be effective or occur until at least thirty (30) days after

receipt of such notice by SBCAG.

XIII. Force Majeure

Neither party hereto shall be considered in default in the performance of its obligations hereunder, except

the payment of money, to the extent that the performance of any such obligation is prevented or delayed

by any cause existing or future, which is beyond the reasonable control of the affected party, or by a

strike, lockout or other labor difficulty, the settlement of which shall be within the sole discretion of the

party involved. SBCAG shall retain the right to terminate this Agreement if completion of services by

CONSULTANT is delayed more than thirty (30) days due to any such cause.

XIV. Equal Employment Opportunity and Nondiscrimination

CONSULTANT shall comply with Title VI of the Civil Rights Act of 1964, as amended, and with the

provisions contained in 49 CFR 21 through Appendix C and 23 CFR 710.405(b). During the

performance of this Agreement, the CONSULTANT, for itself, its assignees and successors in interest,

agrees as follows:

A. Compliance with Regulations: The CONSULTANT shall comply with the regulations relative to

nondiscrimination in federally- assisted programs of the Department of Transportation

(hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended

from time to time (hereinafter referred to as the Regulations), which are herein incorporated by

reference and made a part of this contract.

B. Nondiscrimination: The CONSULTANT, with regard to the work performed by it during the

agreement, shall not discriminate on the grounds of race, religion, color, sex, age, national origin

or physical handicap in the selection or retention of subcontractors, including procurement of

materials and leases of equipment. The CONSULTANT shall not participate either directly or

indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including

employment practices when the contract covers a program set forth in Appendices A - C x B of

the regulations.

SBCAG Agreement with Shaw, Yoder, Antwih, Inc. as Amended 9/20/2012

July 1, 2011 - June 30, 2013

A-6

C. Solicitations for Subcontractors, including Procurement of Materials and Equipment: In all

solicitations either by competitive bidding or negotiations made by the CONSULTANT for work

to be performed under subcontract, including procurement of materials or leases of equipment,

each potential subcontractor or supplier shall be notified by the CONSULTANT of the

CONSULTANT'S obligations under this Agreement, and the Regulations relative to

nondiscrimination on the grounds of race, religion, color, sex, age, national origin, or physical

handicap.

D. Information and Reports: The CONSULTANT shall provide all information and reports required

by the Regulations or directives issued pursuant thereto, and shall permit access to its books,

records, accounts, other sources of information and its facilities as may be determined by SBCAG

to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where

any information required of a CONSULTANT is in the exclusive possession of another who fails

or refuses to furnish this information, the CONSULTANT shall so certify to SBCAG, and shall

set forth what efforts it has made to obtain the information.

E. Sanctions for Noncompliance: In the event of the CONSULTANT'S noncompliance with the

nondiscrimination provisions of this Agreement, SBCAG shall impose such contract sanctions as

it may determine to be appropriate, including, but not limited to:

l. Withholding of payments to the CONSULTANT under this Agreement until the

CONSULTANT complies, and/or

2. Cancellation, termination or suspension of the Agreement in whole or in part.

F. Incorporation of Provisions: The CONSULTANT shall include the provisions of Paragraphs (A)

through (F) of this Agreement term in every subcontract, including procurement of materials and

leases of equipment, unless exempt from the regulations, or directives issued pursuant thereto.

The CONSULTANT shall take such action with respect to any subcontract or procurement as

SBCAG may direct as a means of enforcing such provisions including sanctions for

noncompliance. However, in the event the CONSULTANT becomes involved in, or is threatened

with, litigation with a subcontractor or supplier as a result of such direction, the CONSULTANT

SBCAG Agreement with Shaw, Yoder, Antwih, Inc. as Amended 9/20/2012

July 1, 2011 - June 30, 2013

A-7

may request SBCAG to enter into such litigation to protect the interests of SBCAG, and in

addition, the CONSULTANT may request the United States to enter into such litigation to protect

the interests of the United States.

XV. Audits

CONSULTANT shall maintain books, accounts and records of its recoverable costs in accordance with

generally accepted accounting principles and practices. For the duration of the Agreement, and for a

period of three (3) years thereafter, SBCAG and its representatives shall have the right to examine during

CONSULTANT`S normal business hours these books, accounts, records and other relevant information

to the extent required to verify the costs incurred hereunder where such costs are the basis for billings

under this Agreement. In addition, if this Agreement exceeds ten thousand dollars ($10,000.00)

CONSULTANT shall be subject to the examination and audit of the State Auditor General for a

period of three (3) years after final payment under the Agreement, pursuant to Cal. Govt. Code

section 8546.7. CONSULTANT shall participate in any audits and review, whether by SBCAG or

the State, at no charge to SBCAG.

XVI. Notices

Any notice or notices required or permitted to be given pursuant to this Agreement shall be given to the

following:

To SBCAG: Santa Barbara County Association of Governments

260 North San Antonio Road, Suite B

Santa Barbara, CA 93110

Attn: Bobbi Didier, Business Manager

To CONSULTANT: Shaw, Yoder, Antwih, Inc.

1415 L Street, Suite 200

Sacramento, CA 95814

Attn: Josh Shaw

XVII. Severability

In the event that any of the provisions, or portions or applications thereof of this Agreement are held to be

unenforceable or invalid by any court of competent jurisdiction, SBCAG and CONSULTANT shall

SBCAG Agreement with Shaw, Yoder, Antwih, Inc. as Amended 9/20/2012

July 1, 2011 - June 30, 2013

A-8

negotiate an equitable adjustment in the provisions of this Agreement, and the validity and enforceability

of the remaining provisions or portions or applications thereof shall not be affected thereby.

XVIII. Ownership of Reports and Data

All reports, documents, training materials and other data developed by CONSULTANT shall become the

property of SBCAG when prepared, whether delivered to SBCAG or not.

XIX. Execution of Counterparts. This Agreement may be executed in any number of counterparts

and each of such counterparts shall for all purposes be deemed to be an original; and all such

counterparts, or as many of them as the parties shall preserve undestroyed, shall together constitute

one and the same instrument.

IN WITNESS WHEREOF, SBCAG and the CONSULTANT have executed this agreement.

SANTA BARBARA COUNTY

ASSOCIATION OF GOVERNMENTS

By:__________________________________

Joni Gray, Chair

ATTEST:

By:__________________________________

Terry Contreras, Board Clerk

SHAW, YODER, ANTWIH, INC.

By:___________________________________

Josh Shaw, Partner

Date: _________________________________

Date:__________________________________

APPROVED AS TO FORM:

Dennis Marshall

County Counsel

By:___________________________________

Deputy County Counsel for SBCAG

A-9

Appendix A – Scope of Services

Shaw, Yoder, Antwih, Inc. 1415 L Street, Suite 200 Sacramento, CA 95814

Tel: (916) 446-4656 Fax: (916) 446-4318

Executive Summary Shaw / Yoder / Antwih, Inc. is a Sacramento-based firm providing legislative advocacy, association management and consulting services on a broad range of government programs. The firm is well-known in Sacramento for serving local governments and transportation agencies. Our firm’s record is one of achievement and significant successes in the enactment, defeat, or amendment of legislation for our clients. We’ve also successfully helped our clients access hundreds-of-millions of dollars in state appropriations, grants and bond funds. We enjoy regular access to and success in working with the leadership of both parties and both Houses of the California Legislature, state transportation agencies and the Governor's Administration. The Shaw / Yoder / Antwih legislative advocates are recognized in Sacramento as transportation and local government experts. Joshua Shaw and Paul Yoder have been lobbying for transportation agencies and local governments, including transit systems, regional transportation planning agencies, cities and counties, since they began their California lobbying careers in 1990. Andrew Antwih and Gus Khouri each worked in the Capitol for nearly 25 years between them, and both served as senior consultants to the influential Assembly Committee on Transportation. Finally, Jason Schmelzer, who just came to the firm from the California Chamber of Commerce, has represented dozens of private sector transportation companies at CalChamber and prior to that at the California Manufacturers & Technology Association.

Our track record shows that we are transportation experts, and we help all of our transportation and local government clients improve their prospects in the state policy arena. We have been able to secure infrastructure dollars for clients when they are available, and we work to protect our clients when conditions are adverse their interests. In either context, Shaw / Yoder / Antwih, Inc., is exceptionally well qualified to continue providing a full range of state legislative advocacy services to SBCAG.

We are confident that we can comply with SBCAG’s Scope of Services and can commence work on July 1, 2010 if we are selected as your advocacy team. Our proposed fee for the one-year contract is $45,000 ($3,750 per month) and is all inclusive, meaning that travel is included as well. We are happy to work out a mutually agreed upon schedule of visits.

Firm Background

The Shaw / Yoder / Antwih, Inc. offices are located at 1415 L Street, Suite 200 in Sacramento, California, 95814. Owned and operated by Joshua W. Shaw, Paul J. Yoder, and Andrew K. Antwih, Shaw / Yoder / Antwih, Inc., is a Sacramento-based full service legislative advocacy and association management firm. Shaw / Yoder/ Antwih, Inc. has offered legislative advocacy and association management services in California for over a quarter of a century. (Our “C” corporation was previously incorporated as Edward R. Gerber & Associates, Inc., then Gerber, Shaw & Yoder, Inc.) Josh Shaw and Paul Yoder then formed Shaw/Yoder, Inc. in 1998, before adding Andrew Antwih as a partner in 2009. The firm under its original ownership – which Mr. Shaw joined in 1990 and Mr. Yoder joined in 1993 – was founded in 1975.

Shaw / Yoder / Antwih Inc. currently has seventeen employees including six registered lobbyists, one legislative assistant, and seven other full-time and three part-time professional, clerical and technical staff, which are all based in Sacramento. Many of them are dedicated solely to our local government and transportation clients. Gus Khouri, Joshua Shaw, Paul Yoder, Andrew Antwih, Jason Schmelzer and Tressa Wallace, are all duly registered lobbyists with the State of California. The firm is fiscally sound. We are happy to speak to you about specifics if requested. Please see the appendix (last page of the proposal) for a list of our clients.

A-10

Experience

Shaw / Yoder / Antwih, Inc. currently represents similar properties to SBCAG such as the Fresno County Transportation Authority (FCTA), Los Angeles County Metropolitan Transportation Authority (LACMTA), Transportation Authority of Marin (TAM), San Mateo County Transportation Authority (SMCTA), Solano Transportation Authority (STA), and Tulare County Association of Governments (T/CAG) and through a subcontract, the City and County association of Governments of San Mateo County (C/CAG). Gus Khouri, Joshua Shaw, and Andrew Antwih have been involved in most every major transportation policy development or funding issue in Sacramento in recent years. Highlights include: participation in development of 1989-90’s Blueprint for the 21st Century (which resulted in the Proposition 111 gas tax increase for transportation and Proposition 108’s multi-billion dollar transportation funding bond); participation in the Traffic Congestion Relief Act of 2000 and Proposition 42, which dedicated the sales tax on gasoline to a variety of transportation programs and projects; crafting Proposition 1B advising on strategies to win the state contract for construction of the East Span of the San Francisco-Oakland Bay Bridge (a Shaw / Yoder / Antwih, Inc. client, Flour Enterprises, Inc., was awarded the contract to complete construction on the Bay Bridge); and, positioning the interests of clients in the acquiring funding from Proposition 1B, the transportation infrastructure bond, which was approved by the voters in November of 2006; and most recently negotiating on the “gas tax swap” to provide additional funding for highways and transit. In fact, over the course of the years we have enjoyed a success rate of delivering for our clients.

Mr. Khouri is currently the lead Legislative Advocate for the California Transit Association, a trade organization representing the state’s public transportation industry, as well as Caltrain, C/CAG, FCTA, SMCTA, STA, TAM, San Mateo County Transit District (SamTrans), and T/CAG. The firm has been successful in obtaining critical funding from various pots within Proposition 1B for several of the firm’s transportation clients. The following is a sample list of deliverables for our clients: Los Angeles County Metropolitan Transportation Authority

$40 billion in 2008 for Los Angeles County: AB 2321 (Feuer) – Authorized LA County to secure a half-cent sales tax for transportation Los Angeles County which will generate $40 billion over the next 30 years.

$210.6 million in 2008 for Los Angeles County. SB 1422 (Ridley-Thomas) – Allowed Los Angeles County to secure a $210. 6 million federal grant to demonstrate High Occupancy Toll (HOT) lanes on the I-10 and I-110 Freeways in Los Angeles County

$2.6 billion statewide and $400 million for Los Angeles County. AB X3 20 (Bass) Provides for the distribution of roughly $2.6 billion for highways and roads made available under the American Recovery and Reinvestment Act of 2009 (ARRA). $315 million for Los Angeles County.

Transportation Authority of Marin Secured $82 million from the Corridor Mobility Improvement Account (CMIA) within Proposition 1B for the Marin-

Sonoma Narrows highway project. Secured $20 million from the CMIA for the Westbound I-580/101 interchange connector project in Marin County

Following is a brief summary of three of several accomplishments that we have achieved:

1. Enactment of AB 2321 (Feuer) – Los Angeles Transportation Funding

In 2008, Shaw / Yoder / Antwih, Inc., on behalf of the Los Angeles County Metropolitan Transportation Authority, the City of Los Angeles, and the City of Santa Monica, was instrumental in ensuring the successful negotiation and passage of AB 2321 (Feuer) [Chapter 302, Statues of 2008]. Specifically, Mr. Antwih essentially staffed this bill for Assembly Member Feuer; throughout the legislative process leading up to the Governor’s signature on this landmark bill. The voters of Los Angeles County approved what became Measure R in November of 2008 to provide $30 billion over 30 years for public transportation projects. Contact: Michael Turner, Manager, Government Affairs, (213) 922-2122, Contract Amount: $120,000 per/yr

2. Obtaining Critical Highway and Transit Funding for the City of Santa Monica For the City of Santa Monica we have secured inclusion of $7.75 million for bus acquisition and property acquisition and design in Governor's Traffic Congestion Relief Program. We have ensured the inclusion of the Exposition Blvd Light Rail

A-11

Transit Project in SB 314 (Murray) which allows an additional half-cent sales tax vote in Los Angeles for transit and highway projects. Our firm also worked to create and ensure passage of AB 2321 (Feuer) which preserves funding for the Expo Project, enhances Big Blue Bus funding and extends the sales tax duration to 30 years and raises $30 billion for transportation infrastructure projects. The firm secured legislation directing Caltrans to relinquish a portion of State Route 1 to the City. Contact: Kate Vernez, Manager, Intergovernmental Relations, (310) 458-8301 Contract Amount: $42,000 per/yr

3. Acquiring Vital Funding Sources for Solano County

For the Solano Transportation Authority (STA), in 2007 and 2008, Mr. Khouri secured millions of dollars through the various pots within Proposition 1B including: $56 million from the Proposition 1B Corridor Mobility Improvement Account (CMIA) for the I-80/680 interchange project in Solano County; $21.9 million in funding for three different projects ($13 million for I-80/I-680/Route 12 interchange, $7 million for State Route 12/Route 29/I-80 interchange, and $1.9 million for Capitol Corridor's 8th and 9th trains), in the Governor's Traffic Congestion Relief Program of 2000; and $50 million in funding for the Cordellia Truck Scales Relocation from the Trade Corridor Investment Fund.

This funding was critical to Solano because it is not a Self-Help County. The effort required mobilizing the County’s legislative delegation and setting targeted up meetings with members of the California Transportation Commission, CHP, Caltrans, and the Secretary of the Business Transportation & Housing Agency, and building a broader coalition with the Metropolitan Transportation Commission to secure the awards.

Contact: Daryl Halls, Executive Director, (707) 424-6075, Contract Amount: $48,000 per/yr

Proposed Method to Accomplish the Work

The SBCAG RFP outlines 13 key areas of obligations and responsibilities of the consultant under this contract: We are pleased to report that we can carry out these functions very effectively on SBCAG’s behalf. The following section is designed to acquaint you more fully with our approach and the specific step that we would take to achieve success for SBCAG, and demonstrate that we can meet your needs.

Our approach to state-level lobbying has always been information-based. Information, especially in the era of term-limited legislators, is often the coin that buys a seat at the policy-making table. Information supports actions, drives policy, and cements legislative relationships. We obtain, understand, and package the correct information; we deliver the crucial message to decision-makers in a timely manner; and, we will work with SBCAG to develop and disseminate the information in support of your legislative objectives.

Of course, all the best information in the world is irrelevant unless it gets into the right hands: we know the right decision-makers, we know your state legislative delegation, and we have worked with leaders in the Legislature and in the Governor’s Administration to ensure that the priorities of our clients receive attention.

There are many decisions made, bills considered, and budget actions taken in Sacramento every year that could have some impact on SBCAG and its citizens that traverse the county’s roadway and public transportation network, besides SBCAG’s own efforts to obtain financial or policy support for its projects and programs. Therefore, on behalf of SBCAG we will continuously monitor and respond to key policy and funding developments, and strengthen your ability to pursue sponsored legislation and obtain needed funding.

Specifically, our comprehensive lobbying program for SBCAG consists of the following elements, which incorporate and expand on the 13 key areas listed in the RFP:

1. If we were fortunate enough to represent SBCAG, and before each new legislative session, we propose to meet with key SBCAG government affairs staff, the Board of Directors as you direct, and department heads and other key executive staff as

A-12

necessary and as you direct, to discuss the current political situation in Sacramento (including your current legislative delegation- Assembly Members Sam Blakeslee, Pedro Nava, and Senators Abel Maldonado and Tony Strickland) review pending legislation and policy and regulatory issues of interest to SBCAG, work with you to understand and outline SBCAG’s desired legislative program for 2010, and to define specific goals for new legislative session beginning in 2011, and annually thereafter.

2. We will continue to meet with the SBCAG’s legislative delegation, key state officials, as well as relevant state agencies such as the California Transportation Commission (CTC), California Department of Transportation (Caltrans), Business, Transportation & Housing Agency (BT&H), and California Public Utilities Commission (CPUC) to maintain communication, and in order to provide immediate and ongoing education to them on all issues of importance to SBCAG.

3. We will continue to work with SBCAG staff to translate the existing 2009-10 legislative program into specific objectives, as needed, such as introduction of or amendments to bills, to further the goals of SBCAG, and the adoption of official SBCAG positions on existing legislation. If necessary, we will obtain authors for original legislative proposals and provide necessary support to authors to obtain passage of sponsored legislation in the 2009-10 legislative session. We will also seek and protect funding opportunities in the annual budget or regulatory process for projects such as intercity rail and US 101.

4. As bills of interest to SBCAG move through the legislative process, we will communicate SBCAG's official position on legislation to the appropriate legislators, committees and staff, including preparing and distributing letters, alerts and communiqués, preparing and delivering testimony before committees, and through personal contact with and lobbying of appropriate legislators and staff. This process will include preparing the SBCAG’s staff and/or board members for carrying out similar activities, such as testifying before committees and meeting with legislators. Our emphasis, especially in terms of direct lobbying of legislators, will be on legislation identified by SBCAG as high priority. As bills move to the Governor's desk, we will communicate with the appropriate staff in the Governor’s Office and in policy departments and agencies regarding the SBCAG's position on the bills.

5. On a daily basis we will review every individual piece of legislation, as it is introduced or amended. We will refer legislation potentially impacting SBCAG to the appropriate staff at your agency for further analysis and response. We will provide advice and analysis as necessary on these bills. As the SBCAG adopts positions on these introduced and amended bills, we will carry out the activities identified above. We will track these bills in a computer database and will generate regular reports to SBCAG, upon request, regarding the status of each of your tracked bills.

6. We will monitor and attend necessary legislative committee and administrative agency hearings to assess the impact on SBCAG of actions taken by these groups regarding legislation or regulations. Our emphasis will be on legislation or funding developments that affect transportation funding specifically for the county as well as statewide. These activities include the CTC, Caltrans, and BT&H, as you direct.

7. We will assist SBCAG’s government affairs staff in developing strategies and assessing political considerations, and will provide recommendations to respond to legislative issues as they arise, whether in the form of specific bills or as broad policy or funding or regulatory issues.

8. We will assist SBCAG in working with other county transportation agencies, metropolitan planning organizations, and

congestion management agencies as well as other advocacy organizations to develop support for SBCAG policies, such as participation in coalition efforts spearheaded by the Self-Help County Coalition, the California State Association of Counties and the California League of Cities, among others.

9. We will provide necessary written and oral reports on issues of importance to SBCAG, including regular written reports reflecting the latest status of each bill being monitored by SBCAG, as well as maintain regular phone and email communication with your designated key staff.

A-13

10. We will submit monthly reports as requested by SBCAG staff and will appear before the SBCAG’s Board of Directors when deemed necessary.

11. We will assist SBCAG in pursuing maximum funding through the transportation infrastructure bonds and other like programs, particularly for the US 101 HOV Lane project (Phases 1 thru 4), and the other named regional projects contained in the Measure A Investment Plan

12. We will work with Caltrans, the California Transportation Commission, the Legislature, the Governor’s Office, and other appropriate groups to pursue advancing revenues to the US 101 HOV project.

13. We will attempt to obtain support in Sacramento for receiving a “fair share” of STIP interregional funds, or CMIA cost savings, as a match to $275 M in Measure A (SBCAG’s half cent sales tax, renewed in 2008) and regional STIP funds allocated for the 10 mile, Highway 101 HOV Lane project in the south part of Santa Barbara County, leading to\from Ventura County.

14. We will attempt to obtain support from Sacramento for improving passenger rail service between Santa Barbara\Goleta and Ventura to serve as an alternative to driving in the 101 corridor. (SBCAG is seeking a fair share of funding for capital and operations improvements from the Interregional Rail program, and support for stimulus funding, to match planned Measure A funded investments on rail.)

15. We will assist in pursuing STIP interregional funds or cost savings from SHOPP stimulus projects to construct the Highway 101 Santa Maria River Bridge Widening project, in north Santa Barbara County. (The project is ready for construction and was the last project dropped off the recommendation list for Prop 1B CMIA funding in early 2007)

16. We will adhere to all laws and regulations governing the activities of registered lobbyists in California.

17. We will assist the Central Coast Coalition on behalf of SBCAG in raising the awareness of the U.S. 101 corridor as a major economic asset to the state and encourage investment in the corridor with Caltrans, the California Transportation Commission, the Legislature, the Governor’s Office, and other appropriate groups, to represent the collective position of the Coalition.

Knowledge and Understanding of Local Environment

While we do not directly represent any of Santa Barbara’s cities, the county, Vandenberg Air Force Base, and Santa Ynez Band of Chumash Indians, we are familiar with the county’s transit operations since they are members of the California Transit Association. Since we represent several counties, we believe that we have witnessed similar experiences that would be beneficial to SBCAG. We would sit down with SBCAG to quickly learn issues of importance.

Knowledge and Understanding of State and Federal Government Our firm’s representation of the aforementioned transportation and local government agencies provides us with a unique perspective and familiarity of the needs and issues that affect regional transportation agencies. We view this as an opportunity to build a coalition amongst authorities, with virtually identical interests (much like the Self-Help County Coalition) that will be in alignment in their desire to secure funding, and focus on legislative or regulatory actions that may impact their operation.

Our success is due in large part to our ability to work cooperatively with the legislators, state agencies, committees and staff with primary responsibility for transportation policy issues. We are particularly familiar with the chairs and members of the Senate and Assembly Transportation, and Local Government, and Housing Committees, and we enjoy excellent relationships with the primary staff persons for these Committees. We are also regular participants in the caucuses of both the League of California Cities and the California State Association of Counties, where specialized information is shared, and legislative strategies are developed and implemented that may affect

A-14

transportation or the local governments in SBCAG’s jurisdiction. Mr. Shaw and Mr. Khouri annually visit Washington D.C. on behalf of the California Transit Association to meet with our federal representatives on issues of importance and have worked to implement federal funding made available through federal reauthorization and key federal transportation funding measure like the American Recovery and Reinvestment Act.

Consultant Team Organization and Key Personnel

Shaw / Yoder/ Antwih’s team dedicated to SBCAG will be led by Gus Khouri, and supported by partners Joshua W. Shaw and Andrew Antwih, as follows:

Mr. Khouri will report directly on all SBCAG plans and activities, and Mr. Shaw and Antwih will advise on strategy as necessary. Otherwise, Mr. Khouri will be SBCAG’s day-to-day contact. At all times, however, Mr. Shaw and Antwih will be available directly to SBCAG staff, to supplement Mr. Khouri’s efforts, including lobbying on issues when a “full court press” is required. Additionally, Messrs Yoder, Schmelzer, and Ms. Wallace, will be available for lobbying as needed. Joshua W. Shaw brings to Shaw / Yoder / Antwih, Inc. more than 18 years of successfully representing a variety of clients before the Legislature and Administration, and is a founding Partner of the firm. Mr. Shaw is recognized as one of Sacramento’s leading transportation policy advocates, having worked on behalf of statewide transportation associations, individual transportation agencies, the construction management industry, and local and regional planning agencies. Mr. Shaw is currently the Executive Director of the California Transit Association, a trade organization representing the state’s public transportation industry.

Mr. Shaw also represents several of the firm’s local government clients. He started his public policy career with Edward. R. Gerber & Associates, Inc. in 1990, and progressively took on more responsible roles, including being named the Executive Director of the California Transit Association in 1999. He also manages other organizations providing infrastructure financing and liability insurance tools to the transportation industry.

Mr. Shaw’s government advocacy duties and experience at the firm include: drafting legislative language; reviewing, tracking and analyzing legislative bills, public laws, and agency regulations, including Federal laws; monitoring legislative committee and agency hearings; testifying at hearings; maintaining cordial and cooperative relationships with key legislators, legislative staff and committee consultants, and administrative agency staff, including in the Governor’s Office; coordinating legislative strategies with other interest groups and related associations; and, maintaining liaison with clients regarding pending legislative issues and developing strategies to move client interests forward.

He recently finished serving a term on the Executive Committee and Board of Directors of the American Public Transportation Association, as Vice Chair of State Affairs.

Advocate Assignment

Gus Khouri, Legislative Advocate

Primary responsibility for project management and development of strategies; lead lobbying; legislative and regulatory research; primary contact with legislative delegation and Administration staff and officials as necessary; and, day-to-day contact with and reporting to SBCAG’s governing board and executive staff.

Joshua W. Shaw, Andrew Antwih, Partners

Lobbying; legislative and regulatory research; maintenance of relationship with legislative delegation and Administration staff and officials as necessary; provision of “institutional memory”; and, communications with / reporting to SBCAG as requested.

Paul J. Yoder, Partner, Jason Schmelzer, Tressa Wallace, Legislative Advocates

Supportive advocacy as necessary.

A-15

Mr. Shaw holds a Master of Arts degree in American Government and Politics & Public Administration, from the University of California at Davis, as well as a Bachelor of Arts degree in Political Science, from the University of California at Santa Barbara.

Andrew K. Antwih is a Partner with Shaw / Yoder / Antwih, Inc., joining the firm in early 2008. He offers years of experience as one of Sacramento’s most respected Capitol staffers, a wealth of policy and budget knowledge, wide-ranging political contacts, and acknowledged and admired advocacy skills, honed most recently as Mayor Antonio R. Villaraigosa’s Chief Legislative Representative for the City of Los Angeles. Before joining Shaw / Yoder / Antwih, Inc., Mr. Antwih oversaw a comprehensive local government lobbying effort in all areas of state public policy of interest to the City of Los Angeles, including a focus on the City’s transportation infrastructure, homeland security, education, water, and economic development needs. In that role, Mr. Antwih advised and developed legislative strategy for the Mayor’s Office, City Council, and City Departments; he negotiated with state regulatory departments, boards and commissions on behalf of the City; he coordinated the City’s grant funding requests; he formed coalitions with local governments and other groups with similar goals; and, he worked through the Mayor’s office to engage City departments in the preparation, analysis, revision, support and/or defeat of state legislation. During his 12-and-a-half years working as a legislative staffer in the State Capitol, Mr. Antwih’s policy work in progressively more responsible positions included health and human services, governmental organization, insurance and transportation. Mr. Antwih’s last position in the Capitol was Chief Consultant to the Assembly Transportation Committee where he served for more than eight years, developing a rich understanding of the complex funding, planning and programming issues facing the State, regional and local transportation agencies and private sector companies in California.

Mr. Antwih, a South Los Angeles native, began his career in the Legislature in 1994 as a Senate Fellow, shortly after graduating with a Bachelor of Arts degree in Government from Pomona College.

Gus F. Khouri joined the Shaw / Yoder / Antwih, Inc., team as a lobbyist in 2006. He is one of Sacramento’s leading transportation advocates.

Prior to joining the firm, he served in the Legislature for over eight years, most recently as a Senior Consultant to the Assembly Transportation Committee. Mr. Khouri developed a well-respected reputation for finding solutions for complex issues on a bipartisan basis. His primary responsibilities on the Committee were: preparing analyses and providing research on complex legislation in the transportation policy field, including briefing the Committee Chair, Committee Member staff, and Speaker's staff, as well as providing vote recommendations; acting as liaison with various state agencies, such as the California Transportation Commission, the Department of Transportation (Caltrans), the California Highway Patrol, Department of Motor Vehicles, and legislative staff, to craft, amend or monitor legislation as it moved through the process; organizing informational hearings on various transportation issues; and, staffing Assembly Member Jenny Oropeza on the Appropriations Committee, as well as on issues regarding revenue and taxation, labor, and information technology.

Mr. Khouri organized informational hearings and was the Assembly Transportation Committee’s point person on negotiations with respect to the 2006 Transportation Infrastructure Bond package (Propositions 1A and 1B). In addition, Mr. Khouri assisted in crafting language for the completion of the San Francisco-Oakland Bay Bridge re-financing deal. Before that, Mr. Khouri was a Senior Consultant to Assembly Member Rebecca Cohn for three years and a Legislative Assistant to Assembly Member George Nakano for two years; in both offices he advised the Members on transportation issues. He has also worked on several campaigns for legislative office.

Mr. Khouri holds a Master of Arts degree in Government, from the California State University at Sacramento, as well as a Bachelor of Arts degree in Political Science, from University of the Pacific.

A-16

References In addition to the three references above, we provide the contact information for three references for Shaw / Yoder / Antwih, Inc. In all cases, the firm provides government advocacy services similar to those required by SBCAG’s RFP. Les White, General Manager Seamus Murphy, Government Affairs Manager Rich Napier, Executive Director Santa Cruz Metropolitan Transit District San Mateo County Transportation Authority C/CAG (San Mateo) 370 Encinal Street, #100 1250 San Carlos Avenue 555 County Center, 5th Floor Santa Cruz, California 95060 San Carlos, CA 94070 Redwood City, CA 94063 (831) 426-6080 (650) 508-6388 (650) 599-1420

Addenda to Request for Proposal Shaw / Yoder / Antwih, Inc. affirms that it is not aware nor has it received any addenda that may have been issued by SBCAG to this RFP.

Statement of Impartiality While we are currently not working on any issue that would be in conflict with SBCAG’s interests and believe our effort for SBCAG would be synergistic with and supportive of the goals and efforts of our other transportation agencies, and good for SBCAG in general, there is technically always the possibility of some sort of conflict.

If such a situation should arise, our loyalty must be to our clients engaged prior in time (first Solano, then Marin, etc.). We would promptly notify all parties of any potential conflict, communicate among the parties in an attempt to resolve the matter, and, failing that, we would seek your permission to have Shaw, Yoder, Antwih, Inc. recused from representing SBCAG on the issue causing the conflict. We therefore hope you would understand, and should we be lucky enough to receive your business, we would ask that you negotiate a mutually agreeable provision for incorporation into our final agreement that spells out a clear conflict of interest policy and process, one that protects SBCAG’s interests and also honors our prior commitments. We suggest this would include early notification to all parties of any potential conflict, a communication between the parties in an attempt to resolve the issue, and, failing that, permission to Shaw / Yoder / Antwih, Inc. to recues its lobbyists from representing SBCAG on that issue only. If such a case were to arise, and if the communication failed to resolve the issue, we would work with you to find a qualified firm to represent you on that issue, and we would endeavor to minimize or eliminate the cost to you.

Cost Proposal

Our proposed cost to serve SBCAG is based on the notion that government advocacy is simultaneously a regular and ongoing effort but also subject to cyclical periods of more or less intensity. That’s why we propose to bill an annual retainer billable in monthly installments. Our proposal further rests on these specific assumptions:

There will be some weeks we work significantly more hours for SBCAG than other weeks.

We will invest as much time and effort as necessary to tend to issues that affect SBCAG.

Our expertise and experience is valuable to SBCAG; in some instances, the effort we expend or the activity we pursue to advantage SBCAG will be successful due to our expertise and experience, and to the relationships we have spent years cultivating, rather than due to the exact length of time it will take us to transact certain business on your behalf – to use a real-world government advocacy example, sometimes a few strategically timed phone calls or quick meetings with us with the right highly-placed officials or staff will be worth as much or more to you than seven or eight hours spent by us monitoring one

A-17

policy committee hearing.

There will be administrative and support staff in our firm expending some level of effort to further the purposes of the lobbyists’ efforts (delivering letters, inputting data into computer databases, etc.); we will not bill separately these individuals to SBCAG– rather, their costs are contemplated in the overall flat fee we quote below.

We believe We can and will deliver the proposed scope of work herein SBCAG’s RFP, and the services described in our proposal for a total not-to-exceed annual fee of $45,000 in the first year (July 1 2011 to June 30, 2012), payable in 12 monthly installments of $3,750. The scope of services will be delivered in the second year for a total not-to-exceed annual fee of $55,000 (July 1, 2012 to June 30, 2013), payable in 12 monthly installments of $3,750 for July 1, 2012 – September 30, 2012, and $4,861 for remainder of Year 2 (October 1, 2012 – June 30, 2013). This figures includes all expenses we might incur in service to SBCAG, including postage, messaging, travel, etc. (We would hope to negotiate with you a mutually satisfactory schedule of travel, for instance to SBCAG to report to the SBCAG staff and/or Board, such that we can expect to limit unplanned or prohibitively high costs throughout the year.)

We further propose that SBCAG contract with us for a two-and-a-half year period, covering the remainder of the 2009-10 legislative session, as well as the full 2011-12 session. To ensure continuity and certainty for both parties, we propose that the agreement shall provide for an annual cost-of-living-adjustment after the first year (2010), based on a consumer price index to be negotiated and of mutual agreement to SBCAG and Shaw / Yoder / Antwih, Inc. We would also be pleased to enter into a one-year agreement with you, and anticipate that SBCAG would want to continue retaining us after that time. In future years, if this agreement is extended, an annual cost-of- living adjustment will be made on July 1 of a respective year to the total not-to-exceed fee for services based on the Consumer Price Index published on April 1 of that respective year.