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HomeMy WebLinkAboutAgreement A-23-564 Federal Legislative Advocacy Services Agreement.pdf Agreement No. 23-564 1 AGREEMENT 2 3 THIS AGREEMENT is made and entered into this 24th day of October, 2023, by and between the 4 COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as 5 "COUNTY", and Carpi & Clay, Inc., a California corporation whose address is 601 New Jersey Avenue, 6 NW, Suite 300, Washington, D.C. 20001, hereinafter referred to as "CONTRACTOR". 7 WITNESSETH: 8 WHEREAS, the COUNTY has a need for Federal legislative advocacy services; and 9 WHEREAS, the CONTRACTOR has previously performed these services to the satisfaction of 10 COUNTY; and 11 WHEREAS, the CONTRACTOR is qualified and willing to perform these services. 12 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein 13 contained, the parties hereto agree as follows: 14 1. OBLIGATIONS OF THE CONTRACTOR 15 CONTRACTOR shall coordinate services through the COUNTY's Administrative Office. 16 CONTRACTOR shall perform the services hereinafter listed and shall provide all necessary equipment and 17 personnel possessing the skills, experience, education, and competence necessary to perform the 18 following services: 19 A. CONTRACTOR will travel to meet with COUNTY officials, executives, and staff 20 for strategizing sessions during the first quarter of Year 1 of this Agreement. During the first quarter of 21 Year 2, should this agreement be extended, CONTRACTOR shall schedule telephonic/electronic 22 communications with COUNTY officials, executives, and staff to discuss, review, and re-evaluate 23 Federal legislative strategies and adjust strategies as necessary. 24 B. CONTRACTOR shall, in consultation with the COUNTY's Administrative Office, 25 prioritize legislative issues of greatest significance to the COUNTY. 26 C. CONTRACTOR shall identify and monitor Federal legislative and administrative 27 and administrative activities that may affect COUNTY, help COUNTY identify strategies, and political 28 considerations, make recommendations and help COUNTY to implement responses. -1- 1 D. CONTRACTOR shall assist, when requested by COUNTY, in analyzing 2 legislation/regulations to determine any impact on the COUNTY. 3 E. CONTRACTOR shall, after consultation with COUNTY, initiate appropriate 4 actions to advocate COUNTY's interests in Federal legislative and administrative actions including, but 5 not limited to, written and/or oral presentations to legislative committees and other responsible 6 individuals. 7 F. CONTRACTOR shall assist in the annual updating of the COUNTY Federal 8 legislative platform, proposed legislation, regulatory and/or administrative policies and rules, and training 9 of COUNTY staff in such matters. 10 G. CONTRACTOR shall identify available Federal appropriations mechanisms and 11 programs that may provide funding or grants for COUNTY projects and services, assist COUNTY's 12 Administrative Office in development of appropriation requests, prepare and submit appropriation 13 applications to the COUNTY's congressional delegation, advocate appropriation requests, track 14 appropriation legislation and monitor and expedite applications to maximize federal funding of COUNTY 15 programs. 16 H. CONTRACTOR shall advise COUNTY when participation by COUNTY's officials 17 in Federal hearings and meetings would further COUNTY's interests and shall brief, arrange, 18 coordinate, and schedule COUNTY's officials for such hearings and meetings through the COUNTY's 19 Administrative Office. 20 I. CONTRACTOR shall facilitate formal and informal communication with Federal 21 officials on behalf of COUNTY and shall keep in contact with Federal officials in order to anticipate 22 Federal actions that may affect COUNTY. 23 J. CONTRACTOR shall maintain regular weekly communications with the 24 COUNTY's Administrative Office legislative representative; report to the COUNTY on the services 25 performed on behalf of COUNTY under this Agreement, including monthly reports on the sessions' major 26 issues, telephonic reports and/or emailed legislative alerts on urgent issues and committee analysis on 27 COUNTY related legislation; and shall, at a minimum, appear annually before the Board of Supervisors 28 of COUNTY at a regularly scheduled meeting to personally report on services -2- 1 performed on behalf of the COUNTY during the legislative session and to receive direction for the 2 remaining or next session. 3 K. CONTRACTOR shall provide professional and technical staff support to the 4 COUNTY, including but not limited to up-to-date tracking of legislation, administrative rule-making, 5 Federal hearings, respond to COUNTY questions related to services provided under this Agreement, 6 and provide day-to-day liaison between COUNTY and the Federal government. 7 L. CONTRACTOR shall maintain a governmental affairs office in Washington, D.C. 8 including necessary support staff, equipment and established arrangements to obtain legislative bills 9 and other publications, such as administrative rules, reports, and studies. 10 M. CONTRACTOR shall be registered as a federal lobbyist and meet all federal 11 reporting requirements. 12 2. TERM 13 The term of this Agreement shall be for a period of one (1) year, commencing on January 1, 2024 14 through and including December 31, 2024. This Agreement may be extended for one (1) additional 15 consecutive twelve (12) month period upon written approval of both Parties no later than thirty (30) days 16 prior to the first day of the next twelve (12) month extension period. The County Administrative Officer or 17 his or her designee is authorized to execute such written approval on behalf of COUNTY based on 18 CONTRACTOR'S satisfactory performance. 19 3. TERMINATION 20 A. Non-Allocation of Funds -The terms of this Agreement, and the services to be 21 provided hereunder, are contingent on the approval of funds by the appropriating government agency. 22 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement 23 terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice. 24 B. Breach of Contract- The COUNTY may immediately suspend or terminate this 25 Agreement in whole or in part, where in the determination of the COUNTY there is: 26 1) An illegal or improper use of funds; 27 2) A failure to comply with any term of this Agreement; 28 3) A substantially incorrect or incomplete report submitted to the COUNTY; -3- 1 4) Improperly performed service. 2 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach 3 of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such 4 payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default. 5 The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any 6 funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were 7 not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund 8 any such funds upon demand. 9 C. Without Cause - Under circumstances other than those set forth above, this 10 Agreement may be terminated by COUNTY giving thirty (30) days advance written notice of an intention to 11 terminate to CONTRACTOR. 12 4. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR for services 13 rendered pursuant to this Agreement. COUNTY shall pay CONTRACTOR an annual cost of eighty-four 14 thousand dollars ($84,000), including expenses, for all years of this Agreement including the one-year 15 base contract and one optional one-year extension. The total not to exceed amount for all possible two (2) 16 years of the Term of this Agreement shall not exceed one hundred sixty-eight thousand dollars ($168,000). 17 CONTRACTOR shall submit monthly invoices to COUNTY at County of Fresno, County 18 Administrative Office, 2281 Tulare Street, Room 304, Fresno, CA 93721. Payments shall be made after a 19 minimum of forty-five (45) days from the date COUNTY receives CONTRACTOR's invoice. 20 All expenses incidental to CONTRACTOR'S performance of services under this Agreement shall be 21 borne by CONTRACTOR. 22 5. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations 23 assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that 24 CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all 25 times be acting and performing as an independent contractor, and shall act in an independent capacity and 26 not as an officer, agent, servant, employee,joint venturer, partner, or associate of the COUNTY. 27 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which 28 CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer -4- 1 this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the 2 terms and conditions thereof. 3 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and 4 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. 5 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right 6 to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable 7 and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In 8 addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating 9 to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all 10 other regulations governing such matters. It is acknowledged that during the term of this Agreement, 11 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement. 12 6. MODIFICATION: Any matters of this Agreement maybe modified from time to time by the 13 written consent of all the parties without, in any way, affecting the remainder. 14 7. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement 15 nor their rights or duties under this Agreement without the prior written consent of the other party. 16 8. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at 17 COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and 18 expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or 19 resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its 20 officers, agents, or employees under this Agreement, and from any and all costs and expenses (including 21 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, 22 or corporation who may be injured or damaged by the performance, or failure to perform, of 23 CONTRACTOR, its officers, agents, or employees under this Agreement. The provisions of this Section 8 24 shall survive termination or expiration of this Agreement. 25 9. INSURANCE 26 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third 27 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance 28 policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or -5- 1 Joint Powers Agreement (JPA)throughout the term of the Agreement: 2 A. Commercial General Liability 3 Commercial General Liability Insurance with limits of not less than Two Million Dollars 4 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This 5 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including 6 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal 7 liability or any other liability insurance deemed necessary because of the nature of this contract. 8 B. Automobile Liability 9 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars 10 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto 11 used in connection with this Agreement. 12 C. Worker's Compensation 13 A policy of Worker's Compensation insurance as may be required by the California Labor 14 Code. 15 Additional Requirements Relating to Insurance 16 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming 17 the County of Fresno, its officers, agents, and employees, individually and collectively, as additional 18 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for 19 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained 20 by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance 21 provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without 22 a minimum of thirty (30) days advance written notice given to COUNTY. 23 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and 24 employees any amounts paid by the policy of worker's compensation insurance required by this 25 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be 26 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under 27 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. 28 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement, -6- 1 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the 2 foregoing policies, as required herein, to the County of Fresno, (Name and Address of the official who will 3 administer this contract), stating that such insurance coverage have been obtained and are in full force; that 4 the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the 5 policies; that for such worker's compensation insurance the CONTRACTOR has waived its right to recover 6 from the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and 7 that waiver does not invalidate the insurance policy; that such Commercial General Liability insurance 8 names the County of Fresno, its officers, agents and employees, individually and collectively, as additional 9 insured, but only insofar as the operations under this Agreement are concerned; that such coverage for 10 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained 11 by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance 12 provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed 13 without a minimum of thirty (30) days advance, written notice given to COUNTY. 14 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein 15 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this 16 Agreement upon the occurrence of such event. 17 All policies shall be issued by admitted insurers licensed to do business in the State of California, 18 and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A 19 FSC VI or better. 20 10. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business 21 hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination 22 all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR 23 shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data 24 necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. 25 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to 26 the examination and audit of the Auditor General for a period of three (3)years after final payment under 27 contract(Government Code Section 8546.7). 28 H -7- 1 11. NOTICES: The persons and their addresses having authority to give and receive notices 2 under this Agreement include the following: 3 COUNTY CONTRACTOR COUNTY OF FRESNO Carpi & Clay, Inc. 4 County Administrative Office Attention: Kenneth Carpi 5 Hall of Records, Room 304 601 New Jersey Avenue, NW, Suite 300 2281 Tulare Street Washington D.C. 20001 6 Fresno, CA 93721 7 All notices between the COUNTY and CONTRACTOR provided for or permitted under this 8 Agreement must be in writing and delivered either by personal service, by first-class United States mail, by 9 an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by 10 personal service is effective upon service to the recipient. A notice delivered by first-class United States 11 mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid, 12 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one 13 COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid, 14 with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by 15 telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is 16 completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the 17 next beginning of a COUNTY business day), provided that the sender maintains a machine record of the 18 completed transmission. For all claims arising out of or related to this Agreement, nothing in this section 19 establishes, waives, or modifies any claims presentation requirements or procedures provided by law, 20 including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, 21 beginning with section 810). 22 12. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall 23 only be in Fresno County, California. 24 The rights and obligations of the parties and all interpretation and performance of this Agreement 25 shall be governed in all respects by the laws of the State of California. 26 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS 27 This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit 28 or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status -8- 1 to operate as a corporation. 2 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions 3 that they are a party to while CONTRACTOR is providing goods or performing services under this 4 agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party 5 and in which one or more of its directors has a material financial interest. Members of the Board of 6 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a 7 Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and incorporated herein by 8 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or 9 immediately thereafter. 10 14. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the 11 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous 12 Agreement negotiations, proposals, commitments, writings, advertisements, publications, and 13 understanding of any nature whatsoever unless expressly included in this Agreement. 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -9- 1 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year 2 first hereinabove written. 3 Carpi & Clay, Inc. COUNTY OF FRESNO 4 Kenneth Carpi SaUui�nt r , Cha an of the Board of 6 CEO & Managing Partner SurANQ41the ounty of Fresno 601 New Jersey Avenue, NW jp 7 Suite 300 Washinqton, DC 20001 8 9 ATTEST: 10 Bernice E. Seidel Clerk of the Board of Supervisors 11 County of Fresno, State of California 12 13 14 15 By: Deputy 16 17 18 19 20 21 22 FOR ACCOUNTING USE ONLY: 23 Fund: 0001 ORG: 2540 24 Account: 7295 25 Subclass: 10000 26 27 28 -10- Exhibit A 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 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. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). A-1 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 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: A-2