HomeMy WebLinkAboutAgreement A-24-275 with TIP Strategies Inc..pdf 24-0075 Agreement No. 24-275
1 SERVICE AGREEMENT
2 This Service Agreement (Agreement) is dated June 4, 2024 (Effective Date)
3 and is between TIP Strategies, Inc., a Texas corporation ("Contractor"), and the County of
4 Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The Comprehensive Economic Development Strategy (CEDS) is a strategy-driven plan
7 for regional economic development designed to build capacity and guide economic prosperity
8 and resilience of an area or region. Fresno County General Plan Policy ED-A.4 requires the
9 CEDS to fulfill the Federal requirement set by the U.S. Economic Development Administration
10 for Federal grant fund eligibility. The CEDS must include an overview of the region's economic
11 conditions and an in-depth analysis of regional strengths, weaknesses, opportunities, and
12 threats (SWOT). The CEDS must also include a strategic direction that should build on findings
13 from the SWOT analysis and develop an evaluation framework to evaluate the organization's
14 implementation of the CEDS and its impact on the regional economy.
15 B. The purpose of the Agreement is for a consultant to assist in the preparation of a fully
16 digitally integrated CEDS for the County and its 14 incorporated cities in collaboration with
17 Fresno County Economic Development Corporation (EDC). An updated CEDS will help guide
18 County officials, community stakeholders, private industry, and public investment toward
19 building an inclusive and equitable resilient economy. The CEDS will position the County and its
20 partner cities to draw down federal and state dollars for key local projects related to urban
21 planning, infrastructure improvements, downtown revitalization, business retention, workforce
22 development, broadband expansion, and economic diversification. The project would update
23 and digitally integrate the strategies of the County and fourteen of its incorporated cities, which
24 include Clovis, Coalinga, Firebaugh, Fowler, Huron, Kerman, Kingsburg, Mendota, Orange
25 Cove, Parlier, Reedley, San Joaquin, Sanger, and Selma (Partner Cities).
26 C. The County sent an RFP to approximately 2,227 vendors registered in Public Purchase.
27 The RFP sought proposals from qualified vendors to provide a digitally integrated CEDS for the
28 County of Fresno and the Partner Cities. The County received seven proposals, which were
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1 reviewed by a committee of five people, including three County staff members and two EDC
2 staff members (Review Committee). The Review Committee met on January 26, 2024, February
3 1, 2024, and February 5, 2024, to review and rank the proposals and render a funding
4 recommendation. The Review Committee ranked Contractor as the top proposer.
5 D. EDC and County both want to create the CEDS, and the Contractor represents that it
6 has the skills and the ability to assist in the creation of the CEDS.
7 The parties therefore agree as follows:
8 Article 1
9 Contractor's Services
10 1.1 Scope of Services. The Contractor shall perform all of the services provided in
11 Exhibit A to this Agreement, titled "Scope of Services."
12 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
13 able to perform all of the services provided in this Agreement.
14 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
15 applicable federal, state, and local laws and regulations in the performance of its obligations
16 under this Agreement, including but not limited to workers compensation, labor, and
17 confidentiality laws and regulations.
18 Article 2
19 County's Responsibilities
20 2.1 The County shall manage this Agreement and approve any change in scope as
21 necessary.
22 2.2 The County designates EDC as point of contact to oversee the completion of the
23 Scope of Work, however, any Scope of Work or budget changes must be approved in writing by
24 the County.
25 2.3 The County, in partnership with EDC, will assist in gathering any information
26 requested by Contractor.
27 2.4 The County, in partnership with EDC, will assist with coordinating public
28 engagement.
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1 2.5 The County and EDC will assist in identifying necessary information for Partner
2 Cities and community based organizations.
3 2.6 The County and EDC will partner and find necessary participants for a CEDS
4 steering committee.
5 Article 3
6 Compensation, Invoices, and Payments
7 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
8 the performance of its services under this Agreement as described in this section. The County
9 agrees to pay $225,000.00 for the services as outlined in Exhibit A. The County shall make
10 progress payments to Contractor upon receipt and approval by the County of Contractor's
11 monthly invoices, based on the hourly rate and percentage of completion of the milestones and
12 services as set forth in Exhibit A. Ten percent (10%) of each progress payment will be retained
13 by the County as a performance retention (Retention). Once the Contractor has fully performed
14 all services (not including the optional data updates) required under this Agreement, County will
15 pay the accrued Retention to the Contractor. The final installment of Retention shall not be due
16 until Contractor has delivered the final report. The compensation amounts paid by County to
17 Contractor are inclusive of all out-of-pocket expenses (including Americans with Disabilities Act
18 & Section 508 compliance and translation services). The travel fee, based on five (5) trips to the
19 region for two (2) staff, will be exempt from the 10% retention fee, and be paid out in full as
20 invoiced.
21 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
22 under this Agreement is $247,500, which includes a 10 percent contingency. The Contractor
23 acknowledges that the County is a local government entity, and does so with notice that the
24 County's powers are limited by the California Constitution and by State law, and with notice that
25 the Contractor may receive compensation under this Agreement only for services performed
26 according to the terms of this Agreement and while this Agreement is in effect, and subject to
27 the maximum amount payable under this section. The Contractor further acknowledges that
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1 County employees have no authority to pay the Contractor except as expressly provided in this
2 Agreement.
3 3.3 Invoices. The Contractor shall submit monthly invoices to the County of Fresno,
4 Public Works and Planning, Attention: Business Office, 2220 Tulare St, 6th Floor, Fresno, CA
5 93721, pwpbusinessoffice(a�-fresnocountycu.y�_. The Contractor shall submit each invoice
6 within 60 days after the month in which the Contractor performs services, and in any case within
7 60 days after the end of the term or termination of this Agreement.
8 3.4 Payment. The County shall pay each correctly completed and timely submitted
9 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
10 address specified in the invoice.
11 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
12 expenses that are not specified as payable by the County under this Agreement.
13 Article 4
14 Term of Agreement
15 4.1 Term. This Agreement is effective on the Effective Date and terminates on June 4tn
16 2027 except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension,"
17 below.
18 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
19 year periods only upon written approval of both parties at least 30 days before the first day of
20 the next one-year extension period. The Director of Public Works and Planning or his or her
21 designee is authorized to sign the written approval on behalf of the County based on the
22 Contractor's satisfactory performance. The extension of this Agreement by the County is not a
23 waiver or compromise of any default or breach of this Agreement by the Contractor existing at
24 the time of the extension whether or not known to the County.
25 Article 5
26 Notices
27 5.1 Contact Information. The persons and their addresses having authority to give and
28 receive notices provided for or permitted under this Agreement include the following:
4
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For the County:
2 Director of Public Works and Planning
County of Fresno
3 2220 Tulare St. 6' Floor
Fresno, CA 93721
4 ComDev@fresnocountyca.gov
5 For the Contractor:
Jeff Marcell, Senior Partner
6 TIP Strategies, Inc.
13492 N Hwy 183, Suit 120-254
7 Austin, TX, 78750
Jeff@tipstrategies.com
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5.2 Change of Contact Information. Either party may change the information in section
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5.1 by giving notice as provided in section 5.3.
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5.3 Method of Delivery. Each notice between the County and the Contractor provided
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for or permitted under this Agreement must be in writing, state that it is a notice provided under
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this Agreement, and be delivered either by personal service, by first-class United States mail, by
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an overnight commercial courier service, or by Portable Document Format (PDF) document
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attached to an email.
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(A) A notice delivered by personal service is effective upon service to the recipient.
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(B) A notice delivered by first-class United States mail is effective three County
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business days after deposit in the United States mail, postage prepaid, addressed to the
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recipient.
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(C)A notice delivered by an overnight commercial courier service is effective one
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County business day after deposit with the overnight commercial courier service,
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delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
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the recipient.
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(D)A notice delivered by PDF document attached to an email is effective when
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transmission to the recipient is completed (but, if such transmission is completed outside
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of County business hours, then such delivery is deemed to be effective at the next
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beginning of a County business day), provided that the sender maintains a machine
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record of the completed transmission.
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1 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
2 nothing in this Agreement establishes, waives, or modifies any claims presentation
3 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
4 of Title 1 of the Government Code, beginning with section 810).
5 Article 6
6 Termination and Suspension
7 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
8 contingent on the approval of funds by the appropriating government agency. If sufficient funds
9 are not allocated, then the County, upon at least 30 days' advance written notice to the
10 Contractor, may:
11 (A) Modify the services provided by the Contractor under this Agreement; or
12 (B) Terminate this Agreement.
13 6.2 Termination for Breach.
14 (A) Upon determining that a breach (as defined in paragraph (C) below) has
15 occurred, the County may give written notice of the breach to the Contractor. The written
16 notice may suspend performance under this Agreement, and must provide at least 30
17 days for the Contractor to cure the breach.
18 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
19 time stated in the written notice, the County may terminate this Agreement immediately.
20 (C) For purposes of this section, a breach occurs when, in the determination of the
21 County, the Contractor has:
22 (1) Obtained or used funds illegally or improperly;
23 (2) Failed to comply with any part of this Agreement;
24 (3) Submitted a substantially incorrect or incomplete report to the County; or
25 (4) Improperly performed any of its obligations under this Agreement.
26 6.3 Termination without Cause. In circumstances other than those set forth above, the
27 County may terminate this Agreement by giving at least 30 days advance written notice to the
28 Contractor.
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1 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
2 under this Article 6 is without penalty to or further obligation of the County.
3 6.5 County's Rights upon Termination. Upon termination for breach under this Article
4 6, the County may demand repayment by the Contractor of any monies disbursed to the
5 Contractor under this Agreement that, in the County's sole judgment, were not expended in
6 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
7 demand. This section survives the termination of this Agreement.
8 Article 7
9 Independent Contractor
10 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
11 agents, employees, and volunteers, is at all times acting and performing as an independent
12 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
13 venturer, partner, or associate of the County.
14 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
15 manner or method of the Contractor's performance under this Agreement, but the County may
16 verify that the Contractor is performing according to the terms of this Agreement.
17 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
18 right to employment rights or benefits available to County employees. The Contractor is solely
19 responsible for providing to its own employees all employee benefits required by law. The
20 Contractor shall save the County harmless from all matters relating to the payment of
21 Contractor's employees, including compliance with Social Security withholding and all related
22 regulations.
23 7.4 Services to Others. The parties acknowledge that, during the term of this
24 Agreement, the Contractor may provide services to others unrelated to the County.
25 Article 8
26 Indemnity and Defense
27 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
28 County (including its officers, agents, employees, and volunteers) against all claims, demands,
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1 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
2 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
3 the performance or failure to perform by the Contractor (or any of its officers, agents,
4 subcontractors, or employees) under this Agreement. The County may conduct or participate in
5 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
6 defend the County.
7 8.2 Survival. This Article 8 survives the termination or expiration of this Agreement.
8 Article 9
9 Insurance
10 9.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
11 Agreement.
12 Article 10
13 Inspections, Audits, and Public Records
14 10.1 Inspection of Documents. The Contractor shall make available to the County, and
15 the County may examine at any time during business hours and as often as the County deems
16 necessary, all of the Contractor's records and data with respect to the matters covered by this
17 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
18 request by the County, permit the County to audit and inspect all of such records and data to
19 ensure the Contractor's compliance with the terms of this Agreement.
20 10.2 State Audit Requirements. If the compensation to be paid by the County under this
21 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
22 California State Auditor, as provided in Government Code section 8546.7, for a period of three
23 years after final payment under this Agreement. This section survives the termination of this
24 Agreement.
25 10.3 Public Records. The County is not limited in any manner with respect to its public
26 disclosure of this Agreement or any record or data that the Contractor may provide to the
27 County. The County's public disclosure of this Agreement or any record or data that the
28 Contractor may provide to the County may include but is not limited to the following:
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1 (A) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose this Agreement to the public or such governmental
3 agency.
4 (B) The County may voluntarily, or upon request by any member of the public or
5 governmental agency, disclose to the public or such governmental agency any record or
6 data that the Contractor may provide to the County, unless such disclosure is prohibited
7 by court order.
8 (C)This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure under the Ralph M. Brown Act (California
10 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
11 (D)This Agreement, and any record or data that the Contractor may provide to the
12 County, is subject to public disclosure as a public record under the California Public
13 Records Act (California Government Code, Title 1, Division 10, beginning with section
14 7920.000) ("CPRA").
15 (E) This Agreement, and any record or data that the Contractor may provide to the
16 County, is subject to public disclosure as information concerning the conduct of the
17 people's business of the State of California under California Constitution, Article 1,
18 section 3, subdivision (b).
19 (F) Any marking of confidentiality or restricted access upon or otherwise made with
20 respect to any record or data that the Contractor may provide to the County shall be
21 disregarded and have no effect on the County's right or duty to disclose to the public or
22 governmental agency any such record or data.
23 10.4 Public Records Act Requests. If the County receives a written or oral request
24 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
25 and which the County has a right, under any provision of this Agreement or applicable law, to
26 possess or control, then the County may demand, in writing, that the Contractor deliver to the
27 County, for purposes of public disclosure, the requested records that may be in the possession
28 or control of the Contractor. Within five business days after the County's demand, the
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1 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
2 possession or control, together with a written statement that the Contractor, after conducting a
3 diligent search, has produced all requested records that are in the Contractor's possession or
4 control, or (b) provide to the County a written statement that the Contractor, after conducting a
5 diligent search, does not possess or control any of the requested records. The Contractor shall
6 cooperate with the County with respect to any County demand for such records. If the
7 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
8 CPRA or other applicable law, it must deliver the record or data to the County and assert the
9 exemption by citation to specific legal authority within the written statement that it provides to
10 the County under this section. The Contractor's assertion of any exemption from disclosure is
11 not binding on the County, but the County will give at least 10 days' advance written notice to
12 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
13 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
14 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
15 failure to produce any such records, or failure to cooperate with the County with respect to any
16 County demand for any such records.
17 Article 11
18 Disclosure of Self-Dealing Transactions
19 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
20 or changes its status to operate as a corporation.
21 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
22 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
23 "Self-Dealing Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
24 County before commencing the transaction or immediately after.
25 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
26 a party and in which one or more of its directors, as an individual, has a material financial
27 interest.
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1 Article 12
2 General Terms
3 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. The Contractor acknowledges that County employees have no authority to
6 modify this Agreement except as expressly provided in this Agreement.
7 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
8 under this Agreement without the prior written consent of the other party.
9 12.3 Governing Law. The laws of the State of California govern all matters arising from
10 or related to this Agreement.
11 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
12 County, California. Contractor consents to California jurisdiction for actions arising from or
13 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
14 brought and maintained in Fresno County.
15 12.5 Construction. The final form of this Agreement is the result of the parties' combined
16 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
17 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
18 against either party.
19 12.6 Days. Unless otherwise specified, "days" means calendar days.
20 12.7 Headings. The headings and section titles in this Agreement are for convenience
21 only and are not part of this Agreement.
22 12.8 Severability. If anything in this Agreement is found by a court of competent
23 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
24 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
25 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
26 intent.
27 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
28 not unlawfully discriminate against any employee or applicant for employment, or recipient of
11
1 services, because of race, religious creed, color, national origin, ancestry, physical disability,
2 mental disability, medical condition, genetic information, marital status, sex, gender, gender
3 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
4 all applicable State of California and federal statutes and regulation.
5 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
6 of the Contractor under this Agreement on any one or more occasions is not a waiver of
7 performance of any continuing or other obligation of the Contractor and does not prohibit
8 enforcement by the County of any obligation on any other occasion.
9 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
10 between the Contractor and the County with respect to the subject matter of this Agreement,
11 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
12 publications, and understandings of any nature unless those things are expressly included in
13 this Agreement. If there is any inconsistency between the terms of this Agreement without its
14 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
15 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
16 exhibits.
17 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
18 create any rights or obligations for any person or entity except for the parties.
19 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
20 (A) The Contractor is duly authorized and empowered to sign and perform its
21 obligations under this Agreement.
22 (B) The individual signing this Agreement on behalf of the Contractor is duly
23 authorized to do so and his or her signature on this Agreement legally binds the
24 Contractor to the terms of this Agreement.
25 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
26 electronic signature as provided in this section.
27 (A) An "electronic signature" means any symbol or process intended by an individual
28 signing this Agreement to represent their signature, including but not limited to (1) a
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1 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
2 electronically scanned and transmitted (for example by PDF document) version of an
3 original handwritten signature.
4 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
5 equivalent to a valid original handwritten signature of the person signing this Agreement
6 for all purposes, including but not limited to evidentiary proof in any administrative or
7 judicial proceeding, and (2) has the same force and effect as the valid original
8 handwritten signature of that person.
9 (C)The provisions of this section satisfy the requirements of Civil Code section
10 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
11 Part 2, Title 2.5, beginning with section 1633.1).
12 (D) Each party using a digital signature represents that it has undertaken and
13 satisfied the requirements of Government Code section 16.5, subdivision (a),
14 paragraphs (1) through (5), and agrees that each other party may rely upon that
15 representation.
16 (E) This Agreement is not conditioned upon the parties conducting the transactions
17 under it by electronic means and either party may sign this Agreement with an original
18 handwritten signature.
19 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
20 original, and all of which together constitute this Agreement.
21 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
TIP Strategies, Inc. COUNTY OF FRESNO
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5 Jeff Marcell, Senior Partner Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
6 13492 N Hwy 183, Suite 120-254
Austin, TX 78750 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By: _
10 Deputy
11 For accounting use only:
12 Org No.: 55121950
Account No.: 7295
13 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
1 Scope of Services
2 The Contractor will approach the CEDS project in a Theory Into Practice (TIP) planning
3 model, which include Discovery, Opportunity, and Implementation Phases.
4 The Discovery Phase will include the following tasks: project launch, online platform,
5 planning alignment, countywide baseline analysis, stakeholder engagement and the competitive
6 position (SWOT) of the County. The Discovery Phase will happen within the first 4 months of the
7 10-month project. The one task that will be worked on through the life of the project will be the
8 online platform
9 The Opportunity Phase will include the following tasks: Strategic direction, Industry and
10 workforce analysis, infrastructure needs analysis, opportunity workshop, and case studies. All of
11 these tasks will be worked on in months 3-7. The only task that will start in month one is the
12 case studies task.
13 The Implementation Phase will include the following tasks: Strategic plan,
14 implementation matrix, interactive dashboard, content accessibility, and final presentation &
15 workshop. All of these tasks will be worked on the final four months of the project.
16 The seven focused milestones and their anticipated timeline are as follows:
17 . Month 1: completion of project launch
18 . Month 4: completion of competitive position (SWOT)
19 • Month 4: completion of Strategic direction
20 . Month 6: completion of industry &workforce analysis
21 . Month 7: completion of opportunity workshop
22 . Month 8: completion of draft CEDS
23 . Month 10: delivery of final CEDS
24 The Contractor will provide the following deliverables in the formats indicated in
25 parentheses.
26 Facilitation of project meetings, such as team meetings, steering committee
27 meetings, and workshops, including electronic versions of any presentations
28 (PowerPoint) or other materials.
A-1
Exhibit A
1 . Facilitation of stakeholder input sessions, such as roundtables, interviews,
2 public forums, and stakeholder workshops, including electronic versions of
3 any presentations (PowerPoint) or other materials.
4 • Interactive data visualizations (Tableau Public) of the analyses outlined in the
5 scope of work.
6 • Accessible, digitally integrated, and EDA-compliant CEDS (PDF of Word
7 document) highlighting findings and recommendations, including selected
8 graphics as applicable.
9 • Implementation matrix (Excel) with goals, strategies, and actions for use
10 assigning roles and timeframes.
11 . Dashboard (Microsoft PowerBl or other user-friendly format as agreed upon
12 by Contractor and County) for tracking indicators, trends, and progress
13 toward implementation.
14 . Optional: annual data updates (Tableau Public).
15 Project meetings and stakeholder events will be a combination of virtual and in-person
16 meetings, with agreement by County. All deliverables will be provided in electronic format and
17 will be created in Contractor's branding (colors/fonts). Requests for custom branding must be
18 agreed upon at the outset of the engagement and may result in an additional charge. Re-
19 branding requests made after work has commenced will be subject to a fee. If printed copies are
20 required, Contractor can provide print-ready files for use by County's chosen printer. Files will
21 be provided in the format best suited for the deliverable and the available time frame. Any
22 printing handled by Contractor will be accomplished via a quick print service (e.g., FedEx or
23 similar) and all related expenses (e.g., printing, binding, shipping) will be billed at cost.
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A-2
Exhibit A
1 MILESTONE STAFF TIME STAFF HOURLY ESTIMATED# ESTIMATED
2 RATE OF HOURS TOTALS
3 CEDS CONTENT
4 DISCOVERY Principals, $200 350 $70,000
5 consultants,
research,
6
production
7
OPPORTUNITY Principals, $200 315 $63,000
8 consultants,
9 research,
10 production
11 IMPLEMENTATION Principals, $200 310 $62,000
12 consultants,
13 research,
14 production
15 *OPTIONAL DATA Principals, Negotiable Negotiable TBD
UPDATES consultants,
16
research,
17
production
18 TRAVEL Principal, $3000 (estimated/ 5 trips $15,000
19 consultants trip)
20 Total Cost $210,000
21 Milestone
22 ACCESSIBILITY
23 ADA& SECTION 508 Production $200 25 $5000
24 COMPLIANCE
25 TRANSLATION Local TBD TBD $10,000
SERVICES subconsultant
26
Total Cost $15,000
27
Milestone:
28 TOTAL COST FOR ALL MILESTONES/PROJECT NOT TO EXCEED: $225,000
A-3
Exhibit B
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).
B-1
Exhibit B
(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:
B-2
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2)the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
C-1
Exhibit C
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
C-2
Exhibit C
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
C-3
Attachment D
Local Assistance Procedures Manual EXHBIT 10-Q
Disclosure of Lobbying Activities
EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352
1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:
a. contract a. bid/offer/application ❑ a. initial
b. grant b. initial award ❑ b. material change
c. cooperative agreement c. post-award
d. loan For Material Change Only:
e. loan guarantee year quarter
f. loan insurance date of last report
4. Name and Address of Reporting Entity 5. If Reporting Entity in No.4 is Subawardee,
Enter Name and Address of Prime:
❑ Prime ❑Subawardee
Tier if known
Congressional District,if known Congressional District,if known
6. Federal Department/Agency: 7. Federal Program Name/Description:
CFDA Number,if applicable
8. Federal Action Number,if known: 9. Award Amount,if known:
10. Name and Address of Lobby Entity 11. Individuals Performing Services
(If individual,last name,first name,MI) (including address if different from No. 10)
(last name,first name,MI)
(attach Continuation Sheet(s)if necessary)
12. Amount of Payment(check all that apply) 14. Type of Payment(check all that apply)
$ actual planned a. retainer
b. one-time fee
13. Form of Payment(check all that apply): _ c. commission
a. cash d. contingent fee
b. in-kind;specify:nature e deferred
Value f other,specify
15. Brief Description of Services Performed or to be performed and Date(s)of Service,including
officer(s),employee(s),or member(s)contacted,for Payment Indicated in Item 12:
(attach Continuation Sheet(s)if necessary)
16. Continuation Sheet(s)attached: Yes ❑ No ❑
17.Information requested through this form is authorized by Title
31 U.S.C.Section 1352. This disclosure of lobbying reliance Signature:
was placed by the tier above when his transaction was made or
entered into. This disclosure is required pursuant to 31 U.S.C. Print Name:
1352. This information will be reported to Congress
semiannually and will be available for public inspection. Any
person who fails to file the required disclosure shall be subject Title:
to a civil penalty of not less than$10,000 and not more than
$100,000 for each such failure. Telephone No.: Date:
Authorized for Local Reproduction
Federal Use Only: Standard Form-LLL
Standard Form LLL Rev.04-28-06
Distribution: Orig-Local Agency Project Files
Page 1
LPP 13-01 May 8,2013
Local Assistance Procedures Manual EXHBIT 10-Q
Disclosure of Lobbying Activities
INSTRUCTIONS FOR COMPLETING EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES
This disclosure form shall be completed by the reporting entity,whether subawardee or prime federal recipient at the
initiation or receipt of covered federal action or a material change to previous filing pursuant to title 31 U.S.C. Section 1352.
The filing of a form is required for such payment or agreement to make payment to lobbying entity for influencing or
attempting to influence an officer or employee of any agency,a Member of Congress an officer or employee of Congress or
an employee of a Member of Congress in connection with a covered federal action. Attach a continuation sheet for additional
information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material
change report. Refer to the implementing guidance published by the Office of Management and Budget for additional
information.
1. Identify the type of covered federal action for which lobbying activity is or has been secured to influence,the outcome of a
covered federal action.
2. Identify the status of the covered federal action.
3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information
previously reported,enter the year and quarter in which the change occurred. Enter the date of the last,previously submitted
report by this reporting entity for this covered federal action.
4. Enter the full name,address,city,state,and zip code of the reporting entity. Include Congressional District if known. Check the
appropriate classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. Identify the
tier of the subawardee,e.g.,the first subawardee of the prime is the first tier. Subawards include but are not limited to:
subcontracts,subgrants,and contract awards under grants.
5. If the organization filing the report in Item 4 checks"Subawardee"then enter the full name,address,city,state,and zip code of
the prime federal recipient. Include Congressional District,if known.
6. Enter the name of the federal agency making the award or loan commitment. Include at least one organization level below
agency name,if known. For example,Department of Transportation,United States Coast Guard.
7. Enter the federal program name or description for the covered federal action(item 1). If known,enter the full Catalog of Federal
Domestic Assistance(CFDA)number for grants,cooperative agreements,loans and loan commitments.
8. Enter the most appropriate federal identifying number available for the federal action identification in item 1 (e.g.,Request for
Proposal(RFP)number,Invitation for Bid(IFB)number,grant announcement number,the contract grant.or loan award number,
the application/proposal control number assigned by the federal agency). Include prefixes,e.g.,"RFP-DE-90-001."
9. For a covered federal action where there has been an award or loan commitment by the Federal agency,enter the federal amount
of the award/loan commitments for the prime entity identified in item 4 or 5.
10. Enter the full name,address,city,state,and zip code of the lobbying entity engaged by the reporting entity identified in Item 4 to
influence the covered federal action.
11. Enter the full names of the individual(s)performing services and include full address if different from 10(a). Enter Last Name,
First Name and Middle Initial(MI).
12. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity(Item 4)to the lobbying entity
(Item 10). Indicate whether the payment has been made(actual)or will be made(planned). Check all boxes that apply. If this is
a material change report,enter the cumulative amount of payment made or planned to be made.
13. Check all boxes that apply. If payment is made through an in-kind contribution,specify the nature and value of the in-kind
payment.
14. Check all boxes that apply. If other,specify nature.
15. Provide a specific and detailed description of the services that the lobbyist has performed or will be expected to perform and the
date(s)of any services rendered. Include all preparatory and related activity not just time spent in actual contact with federal
officials. Identify the federal officer(s)or employee(s)contacted or the officer(s)employee(s)or Member(s)of Congress that
were contacted.
16. Check whether or not a continuation sheet(s)is attached.
17. The certifying official shall sign and date the form,and print his/her name title and telephone number.
Public reporting burden for this collection of information is estimated to average 30-minutes per response,including time for reviewing
instruction,searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of
information. Send comments regarding the burden estimate or any other aspect of this collection of information,including suggestions for
reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project(0348-0046),Washington,D.C.20503. SF-
LLL-Instructions Rev.06-04
Page 2
LPP 13-01 May 8,2013