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HomeMy WebLinkAboutP-22-412 The Law Firm of Campagne Campagne.pdf coU� County of Fresno �+ INTERNAL SERVICES DEPARTMENT Facilities •Fleet•Graphics• Purchasing•Security•Technology PROCUREMENT AGREEMENT Agreement Number P-22-412 September 12, 2022 Law Firm of Campagne &Campagne 1685 N. Helm Avenue Fresno, CA 93727 The County of Fresno (County) hereby contracts with The Law Firm of Campagne& Campagne (Contractor) for Attorney Services to advise the Fresno County Civil Service Commission (CSC) in accordance with the - text of this agreement and Attachment"A" by this reference made a part hereof. - TERM: This Agreement shall become effective September 29,2022 and shall remain in effect through September 28, 2025. EXTENSION: This Agreement may be extended for two(2) additional one (1)year periods 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 Fresno County Civil Service Commission under this contract. PRICES: Prices shall be firm for the contract period. -- MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of two hundred thousand dollars ($200,000.00). 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 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. 333 W.Pontiac Way,Clovis,CA 93612/(559)600-7110 The County of Fresno is an Equal Employment Opportunity Employer G'" i PROCUREMENT AGREEMENT NUMBER: P-22-412 Page 2 Law Firm of Campagne&Campagne September 12, 2022 INVOICING: An itemized invoice shall be sent 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 California, 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 i 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. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. 3 P-22-412 The Law Firm of Campagne&Campagne.docx .�/ PROCUREMENT AGREEMENT NUMBER: P-22-412 Page 3 Law Firm of Campagne&Campagne September 12, 2022 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,Attention: Fine Nai, Human Resources, 2220 Tulare Street, 141" Floor, 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. Certificates of Insurance are to include the contract number ache top o t e 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 occurrence 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 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 P-22-412 The Law Firm of Campagne&Campagne.doex IV-, PROCUREMENT AGREEMENT NUMBER: P-22-412 Page 4 Law Firm of Campagne& Campagne September 12, 2022 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 party. 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, Request 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 (2)Attachment"A". 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. 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 Bryan Correa, Purchasing Technician, at 559-600-7117 or bcorrea@fresnocountyca.gov. P-22-412 The Law Firm of Campagne&Campagne.doex PROCUREMENT AGREEMENT NUMBER: P-22-412 Page 5 Law Firm of Campagne& Campagne September 12,2022 FOR THE COUNTY OF FRESNO G a I")/ Co rn u e I I e Digitally signed by Gary Cornuelle Date:2022.09.13 14:02:58-07'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:bc L P-22-412 The Law Firm of Campagne&Campagne.doex PROCUREMENT AGREEMENT NUMBER: P-22-412 Page 6 Law Firm of Campagne&Campagne September 12, 2022 u CONTRACTOR TO COMPLETE: Company: 7W G4--o G'4m Type of Entity: ❑ Individual ❑ Limited Liability Company Sole Proprietorship ❑ Limited Liability Partnership Corporation ❑ General Partnership Address City State Zip TELEPHONE NUMBER FAX NUMBER �1 'EE--,MAIL ADDRESS ,, - i- Print Name& . C J ' 0_ Title: _ Print Name&Title: Signature: ���2Z Signature: ACCOUNTING USE ONLY ORG No.: 10100600 — Account No.: 7295 = Requisition No.: 1012300012 (08/2022) r_ P-22-412 The Law Firm of Campagne&Campagne.docx PROCUREMENT AGREEMENT NUMBER: P-22-412 Attachment Page 1 of 2 Law Firm of Campagne&Campagne September 12,2022 A TTA CHMENT'A" Services to Fresno County Civil Service Commission 1. Contractor shall perform the following responsibilities and obligations: A. Attend all Civil Service Commission meetings, hearings and prepare written notices of decisions and findings as well as conduct pre-hearing conferences as required by the Civil Service Commission. B. Provide legal advice to Fresno County Civil Service Commission in the areas of employment, labor and administrative law. Within this context, Attorney advises Commission regarding interpretation of relevant Fresno County Ordinances and Personnel Rules, state and federal constitutional, statutory and case law, and Civil Service Commission Bylaws. C. Provide legal advice to the Civil Service Commission including, but not limited to, advice concerning administrative hearing procedures, jurisdictional questions, disposition of motions and evidentiary objections. D. Prepare and present appropriate notices of decisions and findings of fact for Civil Service Commission approval. Tape recordings and transcripts of proceedings may be available, but ordering transcripts from the County's court reporter service contractor requires approval by the Director of Human Resources or designee. E. May serve as hearing officer for the Civil Service Commission, upon request by the Commission and approval by the Director of Human Resources or designee, and prepare recommended decision for Commission action. F. Function under the direction of the Director of Human Resources or designee who - must approve assignments other than regular meetings, hearings and associated pre-hearing conferences.G. Oversees the clerical work of the Secretary to the Civil Service Commission, who provides staff assistance to the Commission but does not perform or function as secretary to Attorney. H. May not represent any County of Fresno bargaining units, unions, employee groups, _ employees, departments, or other parties adverse to the County of Fresno while this Agreement is in effect. 2. Hourly rate for attorney services and increments that partial hour are charged. Hourly rate the Fresno County Civil Service Commission charged is $165.00 per hour for attorney services and to be billed in hour increments. 3. Hourly rate for paralegal, clerical, and other support services. Paralegal services may be billed at $80 per hour. 4. Clerical time, supplies, meals, and travel expenses should be included in the hourly rate (out of town travel costs, should they occur, must be approved in advance by the P-22-412 The Law Fimi of Campagne&Campagne.docx PROCUREMENT AGREEMENT NUMBER: P-22-412 Attachment Page 2 of 2 Law Firm of Campagne&Campagne September 12, 2022 Director of Human Resources or designee). There shall be no charges for travel time or mileage to and from Civil Service Commission meetings and hearings. 5. Other related expenses separate from those identified above (e.g., cancellation with or without notice expense). There is no charge for cancellation with or without notice expenses. 6. Reimbursement for out-of-pocket costs incurred for process service fees, LexisNexis - and/or Westlaw research computer-based fees, long distance phone calls, copying, faxes and postage shall be at the exact cost of such expense, not to exceed One Hundred Dollars ($100.00) total per month unless written request detailing the need for additional charges is received from your office and approved in advance by the Director of Human Resources or designee (invoice/receipt must be provided as evidence of the exact cost incurred upon request by the Director of Human Resources or designee). 7. Contractor shall submit a monthly invoice to the County of Fresno Human Resources, Attention: Employment Services Manager, 2220 Tulare Street, 14th Floor, Fresno, CA - 93721. Contractor agrees to submit detailed, itemized invoices with the following information included: date of service; name and title of individual providing service; - hourly rate and number of hours, or fraction thereof, for which services were provided, type of service provided, and: name of case or issue (e.g. monthly meeting, name of - appellant, unit modification, etc.) for which services were provided. P-22-412 The Law Firm of Campagne&Campagne.doex Q�� L 1) Company F3oard Mernber Information: ' Blaine: `T ���� L. ®ate. y' /3 6-11n.;2; slob T1tIe V:✓ c+r�+: i'.'z-cam ( ) Company/Agency Name and Address:— -- - -- ��yvY�J �4vn--� �..,-�-Ifl ! .r}.-'.."-�a.X'.7'_�.sr._.� l��ydl.•Li-3S%°.�i�'�'�J 'L -7 5 L —77 (3) Disclosure (Please describe the mature of the self-dealing transaction`you are a party to) J (4) Explain why this self dealing transaction is c.onsistent with the requirements of .Corporations Code § 5233 (a) (I•"/®o' /6J` ,K �(J Z"r"t e;.t t`.!�fGP1^°.'�"'t.✓-' (,3'b.., _��A.F�.,�':.y'.,�r"'"Y"r..✓ ✓nI J ?';:�.-,,. jriJJ'l GBH sR✓i sit.-d +- "�, �/ 6 04— Ala- (5) Authorized Sig atllr2 Signature: ,, „at-� Date ff3p � Self-Dealing Transaction Disclosure Form In order to conduct business with the County of Fresno ("County"), members of a contractor's board of directors ("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 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 used 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 the 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. The form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4).