HomeMy WebLinkAboutP-21-444 Sero3D LLC - Consultant Services.pdf-1-
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A G R E E M E N T
THIS AGREEMENT is made and entered into this 2nd day of November, 2021, by and between the
COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY", and Sero3D LLC, a California Limited Liability Company, whose address is 5622 French
Camp Road, Mariposa CA 95338, hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
Whereas the COUNTY desires an assessment of the operations and organization of the Public
Works and Planning Department, to include proposals for establishment and modification of performance
metrics, and CONTRACTOR is uniquely positioned, by virtue of its employee’s similar experience as a
public servant in a California County as well as experience with for-profit entities, to provide this
assessment as well as ongoing support in implementation and iteration.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS OF THE CONTRACTOR
CONTRACTOR shall perform the following services as outlined in Exhibit “A” attached hereto
and incorporated herein by this reference:
Phase One – Assessment and Reporting/Recommendations
•Onsite observation/participation in Department leadership/staff meetings
•Onsite/Remote Interviews and discussions with key personnel in leadership
within and around the Department
•Review of current organizational structure, divisions of responsibility, reporting
lines, etc.
•Review of current formal and informal task, project, and financial management
systems including metrics currently in use and/or available
•Deliverable – with an emphasis on organizational metrics
o Summary of findings
o Identification of key opportunities
o Proposed next steps with implementation plan
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Phase Two – Implementation
• Support implementation of proposals including communicating desire objectives,
purpose, and success measurement mechanisms
Phase Three – Iteration
• Continuous revision of metrics and presentation through a process of act,
evaluate, iterate
• Observe and participate in internal staff meetings or other work management
discussions
• Review reporting and correspondence with stakeholders external to the
department
• Additional interviews and discussions with key personnel and stakeholders to
gauge efficacy of proposals and implementation plan
Conduct other tasks, work, or responsibilities necessary to provide the above services.
2. TERM
The term of this Agreement shall be for a period of one (1) year, commencing on November 2, 2021
through and including November 1, 2022. This Agreement may be extended for two (2) additional
consecutive twelve (12) month periods upon written approval of both parties no later than thirty (30) days
prior to the first day of the next twelve (12) month extension period. The Director of Public Works and
Planning, or his or her designee is authorized to execute such written approval on behalf of COUNTY
based on CONTRACTOR’S satisfactory performance.
3. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to
be provided hereunder, are contingent on the approval of funds by the appropriating government
agency. Should sufficient funds not be allocated, the services provided may be modified, or this
Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days advance written
notice.
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B. Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to the COUNTY;
4) Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such
payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any
funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were
not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund
any such funds upon demand.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
intention to terminate to CONTRACTOR.
4. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and
CONTRACTOR agrees to receive compensation as described in Exhibit “A” , attached hereto and
incorporated herein by this reference. CONTRACTOR shall submit monthly invoices in triplicate to the
County of Fresno Department of Public Works & Planning.
In no event shall services performed under this Agreement be in excess of $50,000 during the term
of this Agreement. It is understood that all expenses incidental to CONTRACTOR'S performance of
services under this Agreement shall be borne by CONTRACTOR.
5. 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 the 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.
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Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which
CONTRACTOR shall perform 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 shall be solely responsible and save COUNTY 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.
6. MODIFICATION: Any matters of this Agreement may be modified from time to time by the
written consent of all the parties without, in any way, affecting the remainder.
7. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement
nor their rights or duties under this Agreement without the prior written consent of the other party.
8. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at
COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and
expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or
resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
officers, agents, 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.
The provisions of this Section 8 shall survive termination of this Agreement.
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9. 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 coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this 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. CONTRACTOR agrees that it shall
maintain, at its sole expense, in full force and effect for a period of three (3) years following the
termination of this Agreement, one or more policies of professional liability insurance with limits of
coverage as specified herein.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
E. Cyber liability
Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as
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is undertaken by CONTRACTOR in this Agreement and shall include, but not be limited to, claims
involving infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of
electronic information, release of private information, alteration of electronic information, extortion and
network security. The policy shall provide coverage for breach response costs as well as regulatory
fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these
obligations.
Definition of Cyber Risks. “Cyber Risks” include but are not limited to (i) Security Breaches,
which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any
of the Contractor’s obligations under Section # of this Agreement; (iii) infringement of intellectual
property, including but not limited to infringement of copyright, trademark, and trade dress; (iv) invasion
of privacy, including release of private information; (v) information theft; (vi) damage to or destruction or
alteration of electronic information; (vii) extortion related to the Contractor’s obligations under this
Agreement regarding electronic information, including Personal Information; (viii) network security; (ix)
data breach response costs, including Security Breach response costs; (x) regulatory fines and
penalties related to the Contractor’s obligations under this Agreement regarding electronic information,
including Personal Information; and (xi) credit monitoring expenses.
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
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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, Steven White, Public Works Director, 2220
Tulare Street, Suite 800, Fresno, CA 93721, 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
the 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, written notice given to COUNTY.
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 occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
10.AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination
all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR
shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
the examination and audit of the Auditor General for a period of three (3) years after final payment under
contract (Government Code Section 8546.7).
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11. NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO Sero3D, LLC
Steven White, Director 5622 French Camp Road
Public Works & Planning Mariposa, CA 95338
2220 Tulare St., Suite 800 Fresno, CA 93721
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
12. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this Agreement
shall be governed in all respects by the laws of the State of California.
13. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
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or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions
that they are a party to while CONTRACTOR is providing goods or performing services under this
agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
and in which one or more of its directors has a material financial interest. Members of the Board of
Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit B and incorporated herein by
reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
14.ELECTRONIC SIGNATURE: The parties agree that this Agreement may be executed by
electronic signature as provided in this section. 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. 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. 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). 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.
15.ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
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understanding of any nature whatsoever unless expressly included in this Agreement.
///
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P-21-444 Sero3D LLC
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year1
first hereinabove written.2
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COUN^ OF FRESNOSe٢o3D١ LLC
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Gary Cornuelle
Purchasing Manager6
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Tony Stobbeج
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ا10Mailing Address
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15 FOR ACCOUNTING USE ONLY:
16 Fund;
1 7 Subclass:
18 ORG:
19 Account:
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11
0001
10000
2540
7295
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EXHIBIT A
Fee Schedule for Sero3D services to County of Fresno
1. As consideration for CONTRACTOR’s proper performance of services, COUNTY will pay
CONTRACTOR $250 per hour of work. Invoicing of services performed shall be divided into
time increments no smaller than 15 minutes or 0.25 hours.
2. COUNTY will reimburse CONTRACTOR for reasonable travel expenses incurred by
CONTRACTOR including standard IRS mileage rates for vehicle travel from Mariposa, CA to
Fresno, CA.
Scope of Work for Sero3D services to County of Fresno
Services include, but are not limited to, the following:
1. Phase One – Assessment and Reporting/Recommendations
a. Onsite observation/participation in Department leadership/staff meetings
b. Onsite/Remote Interviews and discussions with key personnel in leadership within and
around the Department
c. Review of current organizational structure, divisions of responsibility, reporting lines, etc.
d. Review of current formal and informal task, project, and financial management systems
including metrics currently in use and/or available
e. Deliverable – with an emphasis on organizational metrics
i. Summary of findings
ii. Identification of key opportunities
iii. Proposed next steps with implementation plan
2. Phase Two – Implementation
a. Support implementation of proposals including communicating desire objectives,
purpose, and success measurement mechanisms
3. Phase Three – Iteration
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a. Continuous revision of metrics and presentation through a process of act, evaluate,
iterate
b. Observe and participate in internal staff meetings or other work management discussions
c. Review reporting and correspondence with stakeholders external to the department
d. Additional interviews and discussions with key personnel and stakeholders to gauge
efficacy of proposals and implementation plan
4. Conduct other tasks, work, or responsibilities necessary to provide the Services.
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EXHIBIT B
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of a
contractor’s board of directors (hereinafter referred to as “County Contractor”), must disclose any self-
dealing transactions that they are a party to while providing goods, performing services, or both for the
County. A self-dealing transaction is defined below:
“A self-dealing transaction means that a transaction to which the corporation is a party and in which one or
more of its directors has a material financial interest.”
The definition above will be utilized for purposes of completing this disclosure form.
Instructions
1. Enter board member’s name, job title (if applicable), and date this disclosure is being made.
2. Enter the board member’s company/agency name and address.
3. Describe in detail the nature of the self-dealing transaction that is being disclosed to the County.
At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has a transaction; and
b. The nature of the material financial interest in the corporation’s transaction that the board
member has.
4. Describe in detail why the self-dealing transaction is appropriate based on applicable provisions
of the Corporations Code.
5. Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
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(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code
5233 (a):
(5) Authorized Signature
Signature: Date:
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