HomeMy WebLinkAbout32089Agreement No.15-191
1 AGREEMENT
2
3 THIS AGREEMENT ("Agreement") is made and entered into this 19th day of
4 May . 2015, by and between the COUNTY OF FRESNO, a political subdivision of the State of
5 California, hereinafter referred to as "COUNTY", and Alcalde & Fay, a Virginia corporation, whose
6 address is 2111 Wilson Boulevard, 81h floor, Arlington, VA 22201, hereinafter referred to as
7 "CONTRACTOR".
WIT N E S S E T H: 8
9 1. OBLIGATIONS OF THE CONTRACTOR
10 CONTRACTOR shall perform the services hereinafter listed and shall provide all
11 necessary equipment and personnel possessing the skills, experience, education, and
12 competence necessary to perform the following services:
13 a. The CONTRACTOR will, in consultation with the COUNTY's Administrative
14 Office, prioritize legislative issues of greatest significance to the COUNTY.
15 b. The CONTRACTOR shall identify and monitor Federal legislative and
16 administrative activities that may affect COUNTY, help COUNTY identify strategies, and political
17 considerations, make recommendations and help COUNTY to implement responses.
18 c. The CONTRACTOR shall assist, when requested by COUNTY, in analyzing
19 legislation/regulations to determine any impact on the COUNTY.
20 d. The CONTRACTOR shall, after consultation with COUNTY, initiate
21 appropriate actions to advocate COUNTY's interests in Federal legislative and administrative
·22 actions including, but not limited to, written and/or oral presentations to legislative committees and
23 other responsible individuals.
24 e. The CONTRACTOR shall assist the COUNTY in the development and
25 revision of a legislative platform, proposed legislation, regulatory and/or administrative policies and
26 rules and training of COUNTY staff in such matters.
27 f. The CONTRACTOR shall identify available Federal appropriations
28 mechanisms and programs that may provide funding or grants for COUNTY projects and services,
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E. The CONTRACTOR shall assist COUNTY departments on means to maximize
state and federal fundingof COUNTY programs,including grant opportunities.
F. The CONTRACTOR shall advise COUNTY when participation by COUNTY'S
officials in State hearingsand meetings would further COUNTY'S interestsand shallarrange,
coordinate,and schedule COUNTY'S officials forsuch hearings and meetings throughthe
COUNTY'S Administrative Office.
G.The CONTRACTOR shall work as needed with the California State Association
ofCounties (CSAC)and governmental affairs representatives ofother agencies and organizations
on issues of common interest to COUNTY.
H.The CONTRACTOR shall facilitate formal and informal communication with
State officials on behalf of COUNTY and shall keep in contact with State officials in order to
anticipate State actions that may affect COUNTY.
I.CONTRACTOR shall report to the COUNTY on the services performed on
behalf of COUNTY under the Agreement includingwritten status reports on the sessions'major
issues;regular weekly communication with the County Administrative Office's legislative
representative through telephonic reports and/or emailed legislative alerts on urgent issues,
committee analysis on COUNTY sponsored legislation,and shall,when requested but at least
annually,appear 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 remaining or next session.
J.CONTRACTOR shall prepare the appropriate "Reports of Lobbyist Employer"
in a timely fashion for execution by COUNTY and submission to the State Fair Political Practices
Commission.
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,
State hearings,respond to COUNTY questions related to services provided under this Agreement,
and provide day-to-day liaison between COUNTY and the State government.
L.CONTRACTOR shall maintain a governmental affairs office in Sacramento
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including necessary support staff,equipmentand established arrangements to obtain legislative
billsand other publications,such as administrative rules,reports,studies,etc. CONTRACTOR
shall be registered with the California Secretary of State's Office as a lobbyist.
M.Itis anticipated that CONTRACTOR shall perform the services for COUNTY
under this Agreement through MichaelY.Corbett and Paul J. Yoder and staff as appropriate.
CONTRACTORshall inform the County AdministrativeOfficerin writing of any change in Mr.
Corbett's and Mr.Yoder's responsibilities related to this Agreement.
2.TERM
This Agreement shall become effective on the 1st day of January,2016 and
shall terminate on the 31st day of December,2018.
3.TERMINATION
A.Non-Allocation of Funds -The terms of this Agreement,and the services
to be provided thereunder,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;
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 rightto demand of
the CONTRACTOR the repayment to the COUNTYof any funds disbursed to the CONTRACTOR
under this Agreement,which in the judgment of the COUNTY were not expended in accordance
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with the terms of this Agreement.The CONTRACTOR shall promptly refund any such funds upon
demand.
C.Without Cause -Under circumstancesotherthan 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 topay CONTRACTOR by
and through its representative Paul J.Yoder,for services rendered pursuant to this Agreement.
COUNTY shall pay CONTRACTOR seven thousand three hundred thirty-four dollars ($7,334)per
month for Year1 (January 1,2016 through December31,2016)and Year2 (January1,2017
throughDecember 31,2017)ofthisAgreement.Effective January 1,2018,CONTRACTOR shall
receive a 3%increaseand COUNTY shall pay CONTRACTOR seven thousand five hundred fifty
four dollars ($7,554)per month for Year3 (January1,2018 through December 31,2018)ofthis
Agreement.CONTRACTOR agrees the above sums shallconstitute full compensationfor all
services,expenses and costs incurred in performing this Agreement.In no event shall services
performed under this Agreement be in excess of $88,008 for each ofYears 1 and 2 and $90,648
forYear 3 duringthe term ofthis Agreement.It is understood that all expenses incidental to
CONTRACTOR'S performanceofservices underthisAgreementshallbe borne by
CONTRACTOR.
CONTRACTORshall submit monthly invoices intriplicate to the County of
Fresno,County Administrative Office, 2281 Tulare Street,Room 304,Fresno,CA 93721
Payments shall be made after a minimum of forty-five (45)days from the date COUNTY
receives CONTRACTOR'S invoice.
5.INDEPENDENT CONTRACTOR:In performance of the work,duties and
obligations assumed by CONTRACTOR under this Agreement,itis 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,jointventurer, partner, or
associate of the COUNTY.Furthermore,COUNTY shall have no right to control or supervise or
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directthe manner or method by which CONTRACTOR shall performitsworkand function.
However,COUNTY shall retain the right to administer this Agreement so as to verify that
CONTRACTOR is performing itsobligations in accordance with the terms and conditionsthereof.
CONTRACTOR and COUNTY shall comply with allapplicable provisions of
law and the rulesand 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 rightsand benefits availableto 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 shallbe solely
responsible and save COUNTY harmless from all matters relating to payment of
CONTRACTOR'S employees,including compliance with Social Security withholding and allother
regulations governing such matters.It is acknowledged that during the term ofthis Agreement,
CONTRACTOR may be providing services to others unrelated to the COUNTY or to this
Agreement.
6.MODIFICATION:Any matters ofthis Agreement may be modified fromtime
to time by the written consent of all the parties without, inany 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,damages,liabilities,claims,and losses occurring or
resulting to COUNTY in connection with the performance,or failure to perform, by
CONTRACTOR,its officers,agents,or employees under this Agreement,and from any and all
costs and expenses,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.
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9-INSURANCE
A. Without limiting the COUNTY'S rightto obtain indemnification from
CONTRACTOR orany third parties,CONTRACTOR,at itssole expense, shall maintain in full
force and effect,the following insurance policies ora program of self-insurance throughout the
term of the Agreement:
B.Commercial General Liability
Commercial General Liability Insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate ofTwo Million Dollars
($2,000,000).This policy shall be issuedona peroccurrencebasis.COUNTY may require
specific coverages including completedoperations, products liability,contractual liability,
Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed
necessary because of the nature of this contract.
C.Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000.00)per person,Five Hundred
Thousand Dollars ($500,000.00) per accident and forproperty damages ofnot less than Fifty
Thousand Dollars ($50,000.00), or such coverage witha combined single limit of Five Hundred
Thousand Dollars ($500,000.00).Coverage shall include owned and non-owned vehicles used in
connection with this Agreement.
D.Professional Liability
IfCONTRACTOR 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.Professional Liability Insurance does not apply to this contract.
E.Worker's Compensation
CONTRACTOR shall maintain a policies of Worker's Compensation
insurance as may be required by the California Labor Code or other law/regulations.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
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insurance naming the County of Fresno,its officers,agents,and employees,individually and
collectively,as additional insured,but only insofar as the operationsunderthis Agreement are
concerned. Such coverage for additional insuredshallapplyas primary insuranceand anyother
insurance,or self-insurance,maintained by COUNTY,its officers,agents and employees shall be
excess onlyand not contributing with insurance providedunder CONTRACTOR'S policies herein.
Thisinsurance shall notbe cancelled or changed without a minimum of thirty (30)days advance
written notice given to COUNTY.
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 ofthe foregoing policies,as required herein,to the CountyofFresno,County
Administrative Office,2281 Tulare Street, Room 304, Fresno, CA 93721, stating that such
insurance coverages 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 with admitted insurers licensed to do business in the State
of California.Insurance purchased shall be purchased from companies possessing a current A.M.
Best,Inc.rating of A FSC VII or better.
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
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COUNTY forexamination allof its records and data with respect to the matters covered bythis
Agreement.The CONTRACTOR shall,upon request by the COUNTY, permit the COUNTYto
audit and inspect all of such records and data necessary to ensure CONTRACTOR'S compliance
with the terms of this Agreement.
Ifthis 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
COUNTY OF FRESNO
County Administrative Office
Hall of Records,Room 304
2281 Tulare Street
Fresno,CA 93721
CONTRACTOR
Shaw/Yoder/Antwih,Inc.
Attention:Paul J.Yoder
1415 L.Street
Sacramento.CA 95814
Any and all notices between the COUNTY and the CONTRACTOR provided
for or permitted under this Agreement or by law shall be inwritingand shall be deemed duly
served when personally delivered to one of the parties,or in lieu of such personal services,when
deposited in the United States Mail,postage prepaid,addressed to such party.
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 ofthe parties and all interpretation and performance
ofthis Agreement shall be governed inall respects by the laws of the State of California.
13.DISCLOSURE OF SELF-DEALING TRANSACTIONS: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
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transaction shall mean a transaction to which the CONTRACTOR is a party and in which one or more of
its directors has a material financial interest.Members of the Board of Directors shall disclose any self-
dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction
Disclosure Form (Exhibit A)and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
14.ENTIRE AGREEMENT:
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 understandings of any nature
whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
2 and year first hereinabove written.
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COUNTY OF FRESNO
BY:~a.
Deborah A. Poochigian, C
Board of Supervisors
9 APPROVED AS TO LEGAL FORM:
10 Daniel C. Cederberg, County Counsel
11 BY: ~J~
12 u
13 APPROVED AS TO ACCOUNTING
14 FORM:
15 Vicki Crow, C.P.A., Auditor-
Controllerffreasurer-Tax Collector
16
17 BY: ------!,..--G""""""'et.t~~~-~=--~d=:::.....__--
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REVIEWED ANDRE
FOR APPROVAL:
BY:
MMENDED
21 John Na tte
22 County Administrative Officer
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ATIEST:
BERNICE E. SEIDEL, Clerk
Board of Supervisors
By ~s.oy,.,) ~sh <'bp
Deputy
ALCALDE & FAY
BY:
BY:
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Nan:tp~
Sue7 HedriCJ<: hief Financial Officer
2111 Wilson Boulevard I 8th Floor
Arlington. VA 22201
Fund No.:
Org. No.:
Account No.:
Exhibit A
SELFDEAUNG 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).
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):
(S)Authorized Signature
Signature:Date: