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HomeMy WebLinkAboutP-22-415 Zanjero Inc.pdf County of Fresno INTERNAL SERVICES DEPARTMENT Facilities- Fleet - Graphics•Purchasing• Security-Technology O� 850 PROCUREMENT AGREEMENT Agreement Number P-22-415 September 15, 2022 Zanjero Inc. 965 University Ave., Ste 222 Sacramento, CA 95825 The County of Fresno (County) hereby contracts with Zanjero Inc. (Contractor) to complete a study on water system integrations options 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 15, 2022 and shall remain in effect through September 14, 2024. 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 Department of Public Works and Planning 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 Thirty-seven Thousand Five Hundred Dollars ($37,500.00). 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. 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. 333 W.Pontiac Way,Clovis,CA 93612/(559)600-7110 *The County of Fresno is an Equal Employment Opportunity Employer PROCUREMENT AGREEMENT NUMBER: P-22-415 Page 2 Zanjero Inc. September 15, 2022 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-Col lapse- 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. 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 P-22-415 Zanjero Ine.doex PROCUREMENT AGREEMENT NUMBER: P-22-415 Page 3 Zanjero Inc. September 15, 2022 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, Department of Public Works and Planning,Attn: Jennifer Cavalla, at jcavalla@fresnocountyca.gov, 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 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 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 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. P-22-415 Zanjero lnc.docx PROCUREMENT AGREEMENT NUMBER: P-22-415 Page 4 Zanjero Inc. September 15, 2022 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 Susan Walker, Purchasing Technician, at 559-600-7111 or suwalker@fresnocountyca.gov. P-22-415 Zanjerolnc.docx PROCUREMENT AGREEMENT NUMBER: P-22-415 Page 5 Zanjero Inc. September 15, 2022 FOR THE COUNTY OF FRESNO Digitally signed by Gary Cornuelle Gary 0 rn U e I I e Date:2022.11.03 16:07:49-07-00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:slw P-22-415 Zanjero Inc.docs PROCUREMENT AGREEMENT NUMBER: P-22-415 Page 6 Zanjero Inc. September 15, 2022 CONTRACTOR TO COMPLETE: Company: Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership Corporation ❑ General Partnership �(PS 0mutns ry Air Snor zzZ YAW AMMAO CA 9�25� Address City State Zip I!.710 6 P q'93�-7 to z&-jimn 4If.V S.. Cow. TELEPHONE NUMBER FAX NUMBER -E-MAIL A6DRESS Print Name& /' M Title: Vk}yN-I"bhik Tt,� , C�d Print Name &Title: r Signature: Signature: ACCOUNTING USE ONLY ORG No.: 9361 Account No.: 7295 Requisition No.: 9362300004 (08/2022) P-22-415 Zanjero Ine.doca r RUI.URCIVICIV 1 HUf\CCIVICIV I IVUIVIDCR. r-LL-'f IJ /11 I/1lflIVICIV I M ZANJERO INC Page 1 of 3 09/15/2022 ATTACHMENT "A" ZANJERO ADVISE • MANAGE • SOLVE To: Jennifer Cavalla, Senior Staff Analyst Fresno County, Department of Public Works and Planning From: Gwyn-Mohr Tully,J.D. Principal, Zanjero Inc. Date: September 14, 2022 Subject: Proposal to Assess Fresno County Water Systems Integration Options Background and Purpose Fresno County Water Works District 41 W (WWD 41W) was formed under California's County Waterworks District Law (CWD 55000 et seq). WWD 41W provides water service to an area wholly contained in eastern Fresno County. The water supplies used to serve WWD 41 customers are derived from local groundwater resources. As urban expansion occurred near WWD 41W, Fresno County expanded water service through a series of County Service Areas (CSA). The purposes of this scope of work are to (1) assess the fundamental groundwater and system operational issues between WWD 41W, CSA 31C, CSA 31D, CSA 31F, and CSA 31G; (2) analyze the opportunities to integrate service among the various districts sharing common water sources and water systems; and (3) identify a range of options, including potential annexation into WWD 41W, that could be used to streamline water management among the districts. Task 1 — Assess Groundwater Characteristics and Existing Supply System Operations Zanjero will assess the characteristics of the existing groundwater basin based on existing hydrogeological reports and information provided by Fresno County. The examination of the groundwater system will assess whether the various water suppliers are deriving groundwater from the same source, connected sources, or different sources. This assessment will overlay the groundwater system findings with the concurrent system infrastructure needs assessment analysis as part of the Raftelis rate study to develop a baseline understanding of the nature and extent of existing system integration. 1-RVVURCIYICIV 1 Ml7RCCIYICIV 1 1VUIVIOCR. r-LL-Y 1J M1 IMVfIIVICIV 1 M ZANJERO INC Page 2 of 3 09/15/2022 Task 2 —Analyze Supply Management Integration Opportunities Zanjero will use information developed in Task 1 to analyze opportunities for supply management integration. For example, Zanjero will review whether there are opportunities to develop simplified conveyance agreements or other similar arrangements that comport with the groundwater basin(s) geography and the system operations. Conversely, Zanjero will consider whether more formal arrangements should be developed that may address fundamental water management criteria that is unique to one or more districts. Zanjero will provide a brief assessment (NTE 10 Page Memo) of the integration opportunities that could be used to better integrate services between the districts. Task 3— Identify District Integration Preferred Options Zanjero will coordinate findings in Task 2 with representatives from Fresno County staff, including Fresno County Counsel, if necessary,to identify the preferred options (NTE 3 Options) that the County may consider to coordinate the districts' water services. Zanjero will provide some detailed assessment of the preferred options (NTE 2 pages per option) and will identify the opportunities and limitations that may accompany the preferred options. The integration options may include, among other things, annexation and other forms of system collaboration or consolidation. Task 4— Project Communications and Briefings Zanjero will engage in routine project communications with the Project Manager (assumed to be Ms. Cavalla)through regular phone and email correspondence. Zanjero will provide up to two formal video-conference briefings to Fresno County Staff per the direction of the Project Manager. The briefings will include, if necessary, a short PowerPoint presentation (NTE 10 slides) and will provide information related to Tasks 1 through 3 of this Project. Optional Task 5 — On Call Services In the course of addressing the system integration options for this project, other water related planning, engineering, or legal service needs may arise. The purpose of this optional task is to provide a convenient mechanism to address those issues in the course of completing the services provided in this scope of work. No task may be undertaken under this Optional Task 5 without the written consent of the County and a corresponding budget for the identified task that has been agreed to be Zanjero and the County. Any special services that would require attorney-client protection under the County Counsel's purview will require adjustment to the rates identified in this Scope of Work. rRVVVRCIVICIV I /'1V RCCIVICIV 1 IVVIVIOCR. r-LL-41J mi 1lllniviuIV I N ZANJERO INC Page 3 of 3 09/15/2022 Timeline and Budget The proposed work considered in Tasks 1 through 4 of this Scope of Work will be completed within six months after notice to proceed is received from the County. The timeline or project completion may be accelerated if the information provided by the County is sufficient to address the fundamental actions identified in this scope of work. Zanjero will work on a time and materials basis for a total budget not to exceed $37,500. The Fee Schedule for Zanjero is noted in the table below. Base Rate Principal—Consultant $290 Managing Planner $250 Senior Resource Planner $220 Resources Planner $190 Administrative Assistant $95 Principal—Testimony* 5390 *Costs for Principal Testimony include any work conducted in an active legal matter,including preparing any oral or written testimony or other legal documents that may be used to support the client's position. Reimbursable Expenses Mileage $0.585/mile (or current IRS rate) Other Expenses (parking, copies, etc.) Actual Cost Zanjero, Inc. does not include additional charges for computer or telephone services associated with completion of the project.