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HomeMy WebLinkAboutP-21-323 Agreement Gladstein.pdf 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 * The County of Fresno is an Equal Employment Opportunity Employer * County of Fresno INTERNAL SERVICES DEPARTMENT Facilities • Fleet • Graphics • Purchasing • Security • Technology PROCUREMENT AGREEMENT Agreement Number P-21-323 August 23, 2021 Gladstein, Neandross, and Associates 2525 Ocean Park Blvd. Ste 200 Santa Monica, CA 90405 The County of Fresno (County) hereby contracts with Gladstein, Neandross, and Associates (Contractor) to provide electric vehicle consulting services in accordance with the text of this agreement, Attachment “A”, and the attached Scope of Work, by this reference made a part hereof. TERM: This Agreement shall become effective September 1, 2021 and shall remain in effect through August 31, 2022. EXTENSION: This Agreement may be extended for one (1) additional one (1) year period by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity . The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment “A” attached, at the rates set forth in Attachment “A”. ORDERS: Orders will be placed on an as-needed basis by County of Fresno ISD Fleet Services Division under this contract. PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty (30) days prior to becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of one hundred ninety-five thousand dollars, ($195,000.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles /services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing PROCUREMENT AGREEMENT NUMBER: P-21-323 Page 2 Gladstein, Neandross, and Associates August 23, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-323 GLADSTEIN, NEANDORSS\CONTRACTS AND AMENDMENTS\P-21-323 AGREEMENT GLADSTEIN.DOCX market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice in duplicate shall be mailed to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement . The Agreement number must appear on all shipping documents and invoices . Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of Ca lifornia, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter (e.g., litigation or audit), whichever is later . Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney’s fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis . County may require specific coverage including completed operations, product liability, contractual liability, Explosion -Collapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. PROCUREMENT AGREEMENT NUMBER: P-21-323 Page 3 Gladstein, Neandross, and Associates August 23, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-323 GLADSTEIN, NEANDORSS\CONTRACTS AND AMENDMENTS\P-21-323 AGREEMENT GLADSTEIN.DOCX D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance : Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker’s compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor’s waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Fleet Services Attn: Fleet Manager 4551 E Hamilton Ave., Fresno CA 93702, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as t he operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, w ritten notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurr ence of such event. All policies shall be with admitted insurers licensed to do business in the State of California . Insurance purchased shall be purchased from companies possessing a current A.M . Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence . INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perfor m its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor PROCUREMENT AGREEMENT NUMBER: P-21-323 Page 4 Gladstein, Neandross, and Associates August 23, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-323 GLADSTEIN, NEANDORSS\CONTRACTS AND AMENDMENTS\P-21-323 AGREEMENT GLADSTEIN.DOCX shall be solely responsible and save Cou nty harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other pa rty. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Requ est for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the text of this Agreement (excluding Attachment "A", and the Scope of Work; (2) Attachment "A"; and (3) the Scope Of Work. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An “electronic signature” means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. PROCUREMENT AGREEMENT NUMBER: P-21-323 Page 5 Gladstein, Neandross, and Associates August 23, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-323 GLADSTEIN, NEANDORSS\CONTRACTS AND AMENDMENTS\P-21-323 AGREEMENT GLADSTEIN.DOCX Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Debbie Scharnick, Purchasing Technician II, at (559) 600-7110 or scharnickd@gmail.com FOR THE COUNTY OF FRESNO Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:DS PROCUREMENT AGREEMENT NUMBER: P-21-323 Page 6 Gladstein, Neandross, and Associates August 23, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-323 GLADSTEIN, NEANDORSS\CONTRACTS AND AMENDMENTS\P-21-323 AGREEMENT GLADSTEIN.DOCX CONTRACTOR TO COMPLETE: Company: Gladstein, Neandross and Associates Type of Entity: Individual Limited Liability Company Sole Proprietorship Limited Liability Partnership Corporation General Partnership Address City State Zip TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Title: Print Name & Title: Signature: Signature: ACCOUNTING USE ONLY ORG No.: 8910 Account No.: 7295 Requisition No.: 8912200508 (02/2021) G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-323 GLADSTEIN, NEANDORSS\CONTRACTS AND AMENDMENTS\P-21-323 AGREEMENT GLADSTEIN.DOCX ATTACHMENT "A" Attachment A - Scope of Work Task 1: Kickoff meeting and data collection Through Task 1, GNA will hold a formal kickoff meeting on the project. This meeting will include a review of priorities and discussion on considerations that should be paid attention to when developing the blueprint. We will also review timelines, review processes, and protocols for marketing and communication. This meeting will also review the data needed to complete the follow-on tasks and the method to send the data. Data needs for this project include but are not limited to: • Existing vehicle inventory that includes make, model, year, use, annual mileage, fuel type. • Recently submitted ACT Large Entity Report, including identified fuel yards. • Any sustainability plans or County policies that are driving electrification efforts. • Latest telematics export from Verizon for light-duty fleet and EJ Ward for others. Timeline: 1-2 weeks from contract signing for a kickoff meeting. Task 2: Literature review and data analysis Through Task 2, GNA will conduct a literature review of relevant County materials that will affect electrification and will analyze the data provided through Task 1 against the Advanced Clean Fleet Rule and existing vehicle technology. This task will review the relevant zero-emission vehicle technologies that can replace the County's existing vehicles. Timeline: 4-8 weeks from receipt of Task 1 information. Task 3: Vehicle acquisition and charging strategic plan Through Task 3, GNA will provide a two-part plan that includes (by County fleet location): • A thorough review of vehicle technologies that are available today to support the County's fleet electrification efforts, across routes; their related costs; funding opportunities to offset acquisition and ongoing operation costs; and timeline considerations to meet Advanced Clean Fleet rules through a front-load, gradual, or tail-end strategy. • A thorough review of charging technologies that are available today to support the County's fleet electrification efforts; their related hardware and assumed installation* costs; cost estimates for charging; funding opportunities to offset acquisition and ongoing operation costs; and timeline considerations to meet Advanced Clean Fleet rules through a front -load, gradual, or tail-end strategy. The strategic plan will incorporate an Executive Summary, a County-wide assessment, and location-by- location sections that allow for a variety of review methods. The strategic plan will also incorporate recommended early and mid-term actions. The charging review will not include engineering costs associated with installation but if this is desired, we can partner with an engineering firm to create more detailed site assessments. Timeline: 8-12 weeks from Task 2 completion. G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-323 GLADSTEIN, NEANDORSS\CONTRACTS AND AMENDMENTS\P-21-323 AGREEMENT GLADSTEIN.DOCX ATTACHMENT "B" Attachment B – Rate and Fee Schedule GNA will complete the various items that fall under the tasks in the Scope of Work on a flat fee basis according to the below task cost and labor schedules and reimbursable expenses. Hourly rates are tracked, reported and invoiced monthly in 0.25 hour increments. Task Cost Schedule Task Budget Billed as: Task 1: Kickoff meeting and data collection $3,000 Flat fee Task 2: Literature review and data analysis $30,000 Flat fee Task 3: Vehicle acquisition and charging strategic plan $100,000 Flat fee Labor Rate Schedule GNA’s current labor hour rates are provided in the following table. Staff Position Billing Rate Per Hour Chief Executive Officer $350.00 Chief Operating Officer $350.00 President $350.00 Senior Vice President $330.00 Vice President $305.00 Senior Director $295.00 Director $275.00 Senior Program Manager $265.00 Program Manager $240.00 Senior Associate $220.00 Associate $200.00 Junior Associate $160.00 Graphic Designer $220.00 Controller $275.00 Administrative Support $95.00 Hourly rates are based upon each professional’s experience and expertise. At times, new staff positions G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-323 GLADSTEIN, NEANDORSS\CONTRACTS AND AMENDMENTS\P-21-323 AGREEMENT GLADSTEIN.DOCX are added to GNA’s roster during the term of an agreement. Rates for these new positions will be consistent with the above rate schedule. Our rates are adjusted 3.0% at the start of each calendar year. The new rates apply to services rendered on Client’s behalf after the effective date of such new rates. Reimbursable Expenses In addition to labor charges, each project will be charged expense items either as a direct expense where the cost has been incurred for an item specifically for that project or as an allocation. Allocated items are charged to a project based upon direct labor hours worked during a calendar month. GNA's telephone systems are allocated on a monthly basis based on direct labor hours billed to this contract as a percentage to GNA's total labor hours for all clients. Expense items are generally charged to a projec t at cost with no mark-up. Examples of such expense items include courier or other delivery services, air freight charges and postage costs; messenger charges (at third -party vendor rate); non-exempt employee overtime and meal costs (as defined by federal or local law); transportation costs; phone charges; utility taxes; fees; and other reasonable costs and expenses. Mileage reimbursements for mileage incurred in our personal automobiles are charged at the most current per mile rates set by the United States IRS. For larger disbursements, if any, we may ask that billings be sent directly to you or that advances are provided.