HomeMy WebLinkAboutAgreement A-18-665 with Carpi & Clay, Inc..pdfAgreement No . 18-665
1 AGREEMENT
2
3 THIS AGREEMENT is made and entered into this 4th day of December, 2018, by and between
4 the COUNTY OF FRESNO, a Political Subdivision of the State of California , here inafter 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 WI TN E S S ET H :
8 WHEREAS, the COUNTY has a need for Federal legislative advocacy services ; and
9 WHEREAS, the CONTRACTOR was selected through a competitive bidding process ; and
1 O WHEREAS , the CONTRACTOR is qualified and willing to perform these services .
11 NOW, THEREFORE. in consideration of the mutual covenants, terms and conditions herein
12 contained, the parties hereto agree as follows :
13 1. OBLIGATIONS OF THE CONTRACTOR
14 CONTRACTOR shall coordinate services through the COUNTY's Adm inistrative Office .
15 CONTRACTOR shall perform the services hereinafter listed and shall provide all necessary equipment and
16 personnel possessing the skills , experience, education , and competence necessary to perfo rm the
17 following services :
18 A. CONTRACTOR will travel to meet with COUNTY officials , executives , and staff
19 for strategizing sessions during the start of Year 1 of this Agreement. During the start of Years 2 through
20 5 , CONTRACTOR shall schedule telephonic/electronic commun ications with COUNTY officials ,
21 executives , and staff to discuss , review , and re-evaluate Federal legislative strategies and make
22 adjustments as necessary.
23 B . CONTRACTOR shall , in consu ltation with the COUNTY's Administrative Office ,
24 prioritize leg islative issues of greatest significance to the COUNTY .
25 C . CONTRACTOR shall identify and monitor Federal legislat ive and administrative
26 and admin istrative activities that may affect COUNTY, help COUNTY identify strategies , and po litical
27 considerations , make recommendations and help COUNTY to implement responses .
28 D . CONTRACTOR shall assist , when requested by COUNTY, in analyzing
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legislation/regulations to determine any impact on the COUNTY.
E. CONTRACTOR shall, after consultation with COUNTY, initiate appropriate
actions to advocate COUNTY’s interests in Federal legislative and administrative actions including, but
not limited to, written and/or oral presentations to legislative committees and other responsible
individuals.
F. CONTRACTOR shall assist in the annual updating of the COUNTY Federal
legislative platform, proposed legislation, regulatory and/or administrative policies and rules, and training
of COUNTY staff in such matters.
G. CONTRACTOR shall identify available Federal appropriations mechanisms and
programs that may provide funding or grants for COUNTY projects and services, assist COUNTY’s
Administrative Office in development of appropriation requests, prepare and submit appropriation
applications to the COUNTY’s congressional delegation, advocate appropriation requests, track
appropriation legislation and monitor and expedite applications to maximize federal funding of COUNTY
programs.
H. CONTRACTOR shall advise COUNTY when participation by COUNTY’s officials
in Federal hearings and meetings would further COUNTY’s interests and shall brief, arrange,
coordinate, and schedule COUNTY’s officials for such hearings and meetings through the COUNTY’s
Administrative Office.
I. CONTRACTOR shall facilitate formal and informal communication with Federal
officials on behalf of COUNTY and shall keep in contact with Federal officials in order to anticipate
Federal actions that may affect COUNTY.
J. CONTRACTOR shall maintain regular weekly communications with the
COUNTY’s Administrative Office legislative representative; report to the COUNTY on the services
performed on behalf of COUNTY under this Agreement, including semi-annual written status reports on
the sessions’ major issues, telephonic reports and/or emailed legislative alerts on urgent issues and
committee analysis on COUNTY related legislation; and shall, at a minimum, appear annually before the
Board of Supervisors of COUNTY at a regularly scheduled meeting to personally report on services
performed on behalf of the COUNTY during the legislative session and to receive direction for the
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remaining or next session.
K. CONTRACTOR shall provide professional and technical staff support to the
COUNTY, including but not limited to up-to-date tracking of legislation, administrative rule-making,
Federal hearings, respond to COUNTY questions related to services provided under this Agreement,
and provide day-to-day liaison between COUNTY and the Federal government.
L. CONTRACTOR shall maintain a governmental affairs office in Washington, D.C.
including necessary support staff, equipment and established arrangements to obtain legislative bills
and other publications, such as administrative rules, reports, studies, etc.
M. CONTRACTOR shall be registered as a federal lobbyist and meet all federal
reporting requirements.
2. TERM
The term of this Agreement shall be for a period of three (3) years, commencing on January 1, 2019
through and including December 31, 2021. 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 County Administrative Officer 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.
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;
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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 for services
rendered pursuant to this Agreement. COUNTY shall pay CONTRACTOR seventy six thousand, two
hundred dollars ($76,200) for Year 1 (January 1, 2019 through December 31, 2019) of this Agreement.
COUNTY shall make payments to CONTRACTOR in equal monthly installments. Effective January 1,
2020, COUNTY shall pay CONTRACTOR seventy eight thousand, four hundred eighty dollars ($78,480)
for Year 2 (January 1, 2020 through December 31, 2020) and Year 3 (January 1, 2021 through December
31, 2021) of this Agreement. Effective January 1, 2022, COUNTY shall pay CONTRACTOR eighty
thousand, eight hundred thirty two dollars ($80,832) for Year 4 (January 1, 2022 through December 31,
2022) and Year 5 (January 1, 2023 through December 31, 2023) of this Agreement. CONTRACTOR
agrees the above sums shall constitute full compensation for all services, expenses and costs incurred in
performing this Agreement. The total not to exceed amount for all possible five (5) years of the Term of this
Agreement shall not exceed three hundred ninety four thousand, eight hundred and twenty four dollars
($394,824).
CONTRACTOR shall submit monthly invoices to COUNTY at County of Fresno, County
Administrative Office, 2281 Tulare Street, Room 304, Fresno, CA 93721, naortiz@fresnocountyca.gov.
Payments shall be made after a minimum of forty-five (45) days from the date COUNTY receives
CONTRACTOR’s invoice.
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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.
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
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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.
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 One Million Dollars
($1,000,000.00) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000.00). 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.
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
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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, (Name and Address of the official who will
administer this contract), 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
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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).
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 Carpi & Clay, Inc.
County Administrative Office Attention: Kenneth Carpi
Hall of Records, Room 304 601 New Jersey Avenue, NW, Suite 300
2281 Tulare Street Washington D.C. 20001
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,
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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
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 A and incorporated herein by
reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
14. 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
understanding of any nature whatsoever unless expressly included in this Agreement. 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", the COUNTY'S Request for Quotation/Proposal No. 19-008 and the CONTRACTOR'S
Quote/Proposal in response thereto); (2) Attachment "A"; (3) the COUNTY'S Request for
Quotation/Proposal No. 19-008; and (4) the CONTRACTOR'S quotation/proposal made in response to
COUNTY'S Request for Quotation/Proposal No. 19-008.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year
first hereinabove written .
Carpi & Clay, Inc.
Kenneth Carpi
CEO & Managing Partner
601 New Jersey Avenue, NW
Suite 300
Washinoton . DC 20001
FOR ACCOUNTING USE ONLY:
Fund No.: 0001
ORG No.: 2540
Account No.: 7295
I
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COUNTY OF FRESNO
s
s
ATTEST:
ro, Chairperson of the Board of
the County of Fresno
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
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