HomeMy WebLinkAboutAgreement A-15-192 with Shaw_Yoder_Antwih, Inc. & Michael Corbett & Assoc..pdfAgreement No. 15-192
AGREEMENT 1
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3 THIS AGREEMENT ("Agreement") is made and entered into this 19th day of __
4 May • 2015. by and between the COUNTY OF FRESNO, a political subdivision of the State of
5 California, hereinafter referred to as "COUNTY", and Shaw/Yoder/Antwih, Inc. and Michael Y.
6 Corbett and Associates whose address is 1415 L Street, Suite 1000, Sacramento, California
7 95814, hereinafter referred to collectively as "CONTRACTOR".
8 WI T N E S S E T H:
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1. OBLIGATIONS OF THE CONTRACTOR, SCOPE OF SERVICES
CONTRACTOR shall perform the services hereinafter listed and shall provide
11 .all necessary equipment and personnel possessing the skills, experience, education, and
12 competence necessary to perform such services. CONTRACTOR shall coordinate services
13 through the COUNTY's Administrative Office. Paul J. Yoder shall be the day-to-day contact
14 person for CONTRACTOR and shall coordinate the person(s} who will perform the following
15 services for COUNTY:
16 A. The CONTRACTOR shall identify and monitor State legislative and
17 administrative activities that may affect COUNTY; help COUNTY identify strategies, political
18 considerations; make recommendations and help COUNTY to implement responses.
19 B. The CONTRACTOR shall assist, when requested by COUNTY, in analyzing
20 legislation/regulations to determine any impact on the COUNTY.
21 C. The CONTRACTOR shall, after consultation with COUNTY, initiate appropriate
22 actions to advocate COUNTY's interests in State legislative and administrative actions, including
23 but not limited to, written and/or oral presentations to legislative committees, members and staff of
24 the Assembly/Senate, the Executive Branch, and officials of State government and other
25 responsible individuals regarding the COUNTY's position on bills, policy and budgetary issues.
26 D. The CONTRACTOR shall assist in the development and revision of the
27 COUNTY State legislative platform, proposed legislation, regulatory and/or administrative policies
28 and rules and training of COUNTY staff in such matters.
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1 E. The CONTRACTOR shall assist COUNTY departments on means to maximize
2 state and federal funding of COUNTY programs, including grant opportunities.
3 F. The CONTRACTOR shall advise COUNTY when participation by COUNTY'S
4 officials in State hearings and meetings would further COUNTY's interests and shall arrange,
5 coordinate, and schedule COUNTY's officials for such hearings and meetings through the
6 COUNTY's Administrative Office.
7 G. The CONTRACTOR shall work as needed with the California State Association
8 of Counties (CSAC) and governmental affairs representatives of other agencies and organizations
9 on issues of common interest to COUNTY.
10 H. The CONTRACTOR shall facilitate formal and informal communication with
11 State officials on behalf of COUNTY and shall keep in contact with State officials in order to
12 anticipate State actions that may affect COUNTY.
13 I. CONTRACTOR shall report to the COUNTY on the services performed on
14 behalf of COUNTY under the Agreement including written status reports on the sessions' major
15 issues; regular weekly communication with the County Administrative Office's legislative
16 representative through telephonic reports and/or emailed legislative alerts on urgent issues,
17 committee analysis on COUNTY sponsored legislation, and shall, when requested but at least
18 annually, appear before the Board of Supervisors of COUNTY at a regularly scheduled meeting to
19 personally report on services performed on behalf of the COUNTY during the legislative session
20 and to receive direction for the remaining or next session.
21 J. CONTRACTOR shall prepare the appropriate "Reports of Lobbyist Employer''
22 in a timely fashion for execution by COUNTY and submission to the State Fair Political Practices
23 Commission.
24 K. CONTRACTOR shall provide professional and technical staff support to the
25 COUNTY, including but not limited to up-to-date tracking of legislation, administrative rule-making,
26 State hearings, respond to COUNTY questions related to services provided under this Agreement,
27 and provide day-to-day liaison between COUNTY and the State government.
28 L. CONTRACTOR shall maintain a governmental affairs office in Sacramento
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1 including necessary support staff, equipment and established arrangements to obtain legislative
2 bills and other publications, such as administrative rules, reports, studies, etc. CONTRACTOR
3 shall be registered with the California Secretary of State's Office as a lobbyist.
4 M. It is anticipated that CONTRACTOR shall perform the services for COUNTY
5 under this Agreement through Michael Y. Corbett and Paul J. Yoder and staff as appropriate.
6 CONTRACTOR shall inform the County Administrative Officer in writing of any change in Mr.
7 Corbett's and Mr. Yoder's responsibilities related to this Agreement.
8 2. TERM
9 This Agreement shall become effective on the 1st day of January, 2016 and
10 shall terminate on the 31st day of December, 2018.
11 3. TERMINATION
12 A. Non-Allocation of Funds -The terms of this Agreement, and the services
13 to be provided thereunder, are contingent on the approval of funds by the appropriating
14 government agency. Should sufficient funds not be allocated, the services provided may be
15 modified, or this Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days
16 advance written notice.
17 B. Breach of Contract -The COUNTY may immediately suspend or
18 terminate this Agreement in whole or in part, where in the determination of the COUNTY there is:
19 1) An illegal or improper use of funds;
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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
24 of any breach of this Agreement or any default which may then exist on the part of the
25 CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to the
26 COUNTY with respect to the breach or default. The COUNTY shall have the right to demand of
27 the CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR
28 under this Agreement, which in the judgment of the COUNTY were not expended in accordance
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1 with the terms of this Agreement. The CONTRACTOR shall promptly refund any such funds upon
2 demand.
3 C. Without Cause -Under circumstances other than those set forth above,
4 this Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written
5 notice of an intention to terminate to CONTRACTOR.
6 4. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR by
7 and through its representative Paul J. Yoder, for services rendered pursuant to this Agreement.
8 COUNTY shall pay CONTRACTOR seven thousand three hundred thirty-four dollars ($7,334) per
9 month for Year 1 (January 1, 2016 through December 31, 2016) and Year 2 (January 1, 2017
1 0 through December 31, 2017) of this Agreement. Effective January 1, 2018, CONTRACTOR shall
11 receive a 3% increase and COUNTY shall pay CONTRACTOR seven thousand five hundred fifty
12 four dollars ($7,554) per month for Year 3 (January 1, 2018 through December 31, 2018) of this
13 Agreement. CONTRACTOR agrees the above sums shall constitute full compensation for all
14 services, expenses and costs incurred in performing this Agreement. In no event shall services
15 performed under this Agreement be in excess of $88,008 for each of Years 1 and 2 and $90,648
16 for Year 3 during the term of this Agreement. It is understood that all expenses incidental to
17 CONTRACTOR'S performance of services under this Agreement shall be borne by
18 CONTRACTOR.
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CONTRACTOR shall submit monthly invoices in triplicate to the County of
Fresno, County Administrative Office, 2281 Tulare Street, Room 304, Fresno, CA 93721
21 Payments shall be made after a minimum of forty-five (45) days from the date COUNTY
22 receives CONTRACTOR's invoice.
23 5. INDEPENDENT CONTRACTOR: In performance of the work, duties and
24 obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and
25 agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and
26 employees will at all times be acting and performing as an independent contractor, and shall act in
27 an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or
28 associate of the COUNTY. Furthermore, COUNTY shall have no right to control or supervise or
1 direct the manner or method by which CONTRACTOR shall perform its work and function.
2 However, COUNTY shall retain the right to administer this Agreement so as to verify that
3 CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
4 CONTRACTOR and COUNTY shall comply with all applicable provisions of
5 law and the rules and regulations, if any, of governmental authorities having jurisdiction over
. 6 matters the subject thereof.
7 Because of its status as an independent contractor, CONTRACTOR shall have
8 absolutely no right to employment rights and benefits available to COUNTY employees.
9 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its
10 employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely
11 responsible and save COUNTY harmless from all matters relating to payment of
12 CONTRACTOR'S employees, including compliance with Social Security withholding and all other
13 regulations governing such matters. It is acknowledged that during the term of this Agreement,
14 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this
15 Agreement.
16 6. MODIFICATION: Any matters of this Agreement may be modified from time
17 to time by the written consent of all the parties without, in any way, affecting the remainder.
18 7. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this
19 Agreement nor their rights or duties under this Agreement without the prior written consent of the
20 other party.
21 8. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold
22 harmless, and at COUNTY'S request, defend the COUNTY, its officers, agents, and employees
23 from any and all costs and expenses, damages, liabilities, claims, and losses occurring or
24 resulting to COUNTY in connection with the performance, or failure to perform, by
25 CONTRACTOR, its officers, agents, or employees under this Agreement, and from any and all
26 costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any person,
27 firm, or corporation who may be injured or damaged by the performance, or failure to perform, of
28 CONTRACTOR, its officers, agents, or employees under this Agreement.
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1 9. INSURANCE
2 A. Without limiting the COUNTY's right to obtain indemnification from
3 CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full
4 force and effect, the following insurance policies or a program of self-insurance throughout the
5 term of the Agreement:
6 B. Commercial General Liability
7 Commercial General Liability Insurance with limits of not less than One
8 Million Dollars ($1 ,000,000) per occurrence and an annual aggregate of Two Million Dollars
9 ($2,000,000). This policy shall be issued on a per occurrence basis. COUNTY may require
10 specific coverages including completed operations, products liability, contractual liability,
11 Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed
12 necessary because of the nature of this contract.
13 C. Automobile Liability
14 Comprehensive Automobile Liability Insurance with limits for bodily injury of
15 not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred
16 Thousand Dollars ($500,000.00) per accident and for property damages of not less than Fifty
17 Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five Hundred
18 Thousand Dollars ($500,000.00). Coverage shall include owned and non-owned vehicles used in
19 connection with this Agreement.
20 D. Professional Liability
21 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N.,
22 L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less
23 than One Million Dollars ($1 ,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)
24 annual aggregate. Professional Liability Insurance does not apply to this contract.
25 E. Worker's Compensation
26 CONTRACTOR shall maintain a policies of Worker's Compensation
27 insurance as may be required by the California Labor Code or other law/regulations.
28 CONTRACTOR shall obtain endorsements to the Commercial General Liability
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1 insurance naming the County of Fresno, its officers, agents, and employees, individually and
2 collectively, as additional insured, but only insofar as the operations under this Agreement are
3 concerned. Such coverage for additional insured shall apply as primary insurance and any other
4 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be
5 excess only and not contributing with insurance provided under CONTRACTOR's policies herein.
6 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
7 written notice given to COUNTY.
8 Within Thirty (30) days from the date CONTRACTOR signs and executes this
9 Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated
1 0 above for all of the foregoing policies, as required herein, to the County of Fresno, County
11 Administrative Office, 2281 Tulare Street, Room 304, Fresno, CA 93721, stating that such
12 insurance coverages have been obtained and are in full force; that the County of Fresno, its
13 officers, agents and employees will not be responsible for any premiums on the policies; that such
14 Commercial General Liability insurance names the County of Fresno, its officers, agents and
15 employees, individually and collectively, as additional insured, but only insofar as the operations
16 under this Agreement are concerned; that such coverage for additional insured shall apply as
17 primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its
18 officers, agents and employees, shall be excess only and not contributing with insurance provided
19 under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed
20 without a minimum of thirty (30) days advance, written notice given to COUNTY.
21 In the event CONTRACTOR fails to keep in effect at all times insurance
22 coverage as herein provided, the COUNTY may, in addition to other remedies it may have,
23 suspend or terminate this Agreement upon the occurrence of such event.
24 All policies shall be with admitted insurers licensed to do business in the State
25 of California. Insurance purchased shall be purchased from companies possessing a current A.M.
26 Best, Inc. rating of A FSC VII or better.
27 10. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during
28 business hours, and as often as the COUNTY may deem necessary, make available to the
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1 COUNTY for examination all of its records and data with respect to the matters covered by this
2 Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to
3 audit and inspect all of such records and data necessary to ensure CONTRACTOR'S compliance
4 with the terms of this Agreement.
5 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR
6 shall be subject to the examination and audit of the Auditor General for a period of three (3) years
7 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
COUNTY OF FRESNO
County Administrative Office
Hall of Records. Room 304
2281 Tulare Street
Fresno, CA 93721
CONTRACTOR
ShawNoder/Antwih, Inc.
Attention: Paul J. Yoder
1415 L. Street
Sacramento. CA 95814
Any and all notices between the COUNTY and the CONTRACTOR provided
19 for or permitted under this Agreement or by law shall be in writing and shall be deemed duly
20 served when personally delivered to one of the parties, or in lieu of such personal services, when
21 deposited in the United States Mail, postage prepaid, addressed to such party.
22 12. GOVERNING LAW: Venue for any action arising out of or related to this
23 Agreement shall only be in Fresno County, California.
24 The rights and obligations of the parties and all interpretation and performance
25 of this Agreement shall be governed in all respects by the laws of the State of California.
26 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS: Members of the
27 CONTRACTOR's Board of Directors shall disclose any self-dealing transactions that they are a party to
28 while CONTRACTOR is providing goods or performing services under this agreement. A self-dealing
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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 (Exhibit A) and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
14. ENTIRE AGREEMENT:
7 This Agreement constitutes the entire agreement between the CONTRACTOR and COUNTY with
8 respect to the subject matter hereof and supersedes all previous Agreement negotiations,
9 proposals, commitments, writings, advertisements, publications, and understandings of any nature
1 0 whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
2 year first hereinabove written.
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5 BY: ~==~~~~~~~~~~
6 Deborah A. Poochigian, Cha·
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Board of Supervisors
9 APPROVED AS TO LEGAL FORM:
10 Daniel C. Cederborg, County Counsel
11 BY: (L_ i~
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14 APPROVED AS TO ACCOUNTING
15 FORM:
16 Vicki Crow, C.P.A., Auditor-
Controllerrrreasurer-Tax Collector
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18 BY: ----\,a&~___.Z'~Cr:~'fl..e./==::cJ~·-1+-----
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20 REVIEWED AND
21 FOR APPROV
John rrette
23 County Administrative Officer
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ATTEST:
BERNICE E. SEIDEL, Clerk
Board of Supervisors
By ~SANV ~sbGf
Deput
MICHAEL Y. CORBETT AND ASSOCIATES
BY: Midlael~ !:!J.:=t
SHAWNODERIANTWIH, INC.
Fund No.:
Org. No.:
Account No.:
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Exhibit A
SELF-DEAUNG 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 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 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.
(S) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit A
(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 ar~ a p~rty.to):
(4) Explain why this self~dealing transaction is consistent with the n!quirements of Corporations Code 5233 (a):
(5) Authorized Signature . '
Signature: I Date: I