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HomeMy WebLinkAboutP-20-338.pdf 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 * The County of Fresno is an Equal Employment Opportunity Employer * County of Fresno INTERNAL SERVICES DEPARTMENT Facilities • Fleet • Graphics • Purchasing • Security • Technology PROCUREMENT AGREEMENT Agreement Number P-20-338-P September 17, 2020 Lilly Charlene Moreno 114 W Wrenwood Lane Fresno CA, 93704 The County of Fresno (County) hereby contracts with Lilly Charlene Moreno (Contractor) to provide secretarial services for the Civil Services Commission in accordance with the text of this agreement, Attachment “A”, by this reference made a part hereof. TERM: This Agreement shall become effective November 15, 2020 and shall remain in effect through November 14, 2023. EXTENSION: This Agreement may be extended for two (2) additional one (1) year periods by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity . The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment “A” attached, at the rates set forth in Attachment “A”. ORDERS: Orders will be placed on an as-needed basis by Fresno County Human Resources under this contract. PRICES: Prices shall be firm for the contract period. Any pricing changes which may take pla ce during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty (30) days prior to becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of one hundred thousand dollars, ($100,000.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles /services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing PROCUREMENT AGREEMENT NUMBER: P-20-338-P Page 2 Lilly Charlene Moreno September 17, 2020 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/DSCHARNICK_FRESNOCOUNTYCA_GOV/DOCUMENTS/DESKTOP/P-20-338.DOC market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice in duplicate shall be mailed to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices . Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examinatio n, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter (e.g., litigation or audit), whichever is later . Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expen ses (including attorney’s fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers 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. A. Commercial General Liability C. Professional Liability Contractor shall obtain endorsements to the Commercial General Liability insurance naming 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. Paragraph “B” regarding Automobile Liability is to be revised as shown below: 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 PROCUREMENT AGREEMENT NUMBER: P-20-338-P Page 3 Lilly Charlene Moreno September 17, 2020 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/DSCHARNICK_FRESNOCOUNTYCA_GOV/DOCUMENTS/DESKTOP/P-20-338.DOC insurance policies or a program of self-insurance, including but not limited to, an insurance po oling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: A. Commercial General Liability: Contractor shall obtain endorsements to the Commercial General Liability insurance naming 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 advanc e written notice given to County. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per person for bodily injury and for property damages of not less than $25,000.00, or such coverage with a combined single limit of $300,000.00. Coverage should include any owned and non-owned vehicles used in connection with this Agreement. C. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. D. Indemnify, save and hold harmless, and at County's request defend the County, it s officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney’s fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers 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. Additional Requirements Relating to Insurance : Contractor shall obtain endorsements to the Commercial General Liability insurance naming 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, Human Resources Department Attn: Paul Nerland 2220 Tulare Street 16th Floor Fresno CA, 93721, 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 F resno, its officers, agents and employees, individually and collectively, as additional insur ed, 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. PROCUREMENT AGREEMENT NUMBER: P-20-338-P Page 4 Lilly Charlene Moreno September 17, 2020 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/DSCHARNICK_FRESNOCOUNTYCA_GOV/DOCUMENTS/DESKTOP/P-20-338.DOC 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. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence . 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 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 absolute ly 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. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the writt en consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: 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) t he text of this Agreement (excluding Attachment "A",); and (2) Attachment "A". GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Debbie Scharnick, Purchasing Technician II, at (559) 600-7110 or dscharnick@fresnocountyca.gov FOR THE COUNTY OF FRESNO PROCUREMENT AGREEMENT NUMBER: P-20-338-P Page 5 Lilly Charlene Moreno September 17, 2020 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/DSCHARNICK_FRESNOCOUNTYCA_GOV/DOCUMENTS/DESKTOP/P-20-338.DOC Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:DS PROCUREMENT AGREEMENT NUMBER: P-20-338-P Page 6 Lilly Charlene Moreno September 17, 2020 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/DSCHARNICK_FRESNOCOUNTYCA_GOV/DOCUMENTS/DESKTOP/P-20-338.DOC CONTRACTOR TO COMPLETE: Company: Lilly Charlene Moreno Type of Entity: Individual Limited Liability Company Sole Proprietorship Limited Liability Partnership Corporation General Partnership Address City State Zip TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Title: Print Name & Title: Signature: Signature: ACCOUNTING USE ONLY ORG No.: 1010/0400 Account No.: 7295 Requisition No.: 1012100006 (01/2020) Attachment Page 1 of 2 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/DSCHARNICK_FRESNOCOUNTYCA_GOV/DOCUMENTS/DESKTOP/P-20-338.DOC ATTACHMENT "A" I. Obligations of the Contractor County hereby enters into this Agreement with Contractor to provide secretarial services to the Civil Service Commission as an independent contractor. Contractor agrees to fulfill the following obligations: A. Contractor shall personally serve as Secretary to the Fresno County Civil Service Commission performing all usual functions in coordination with the Commission. B. Contractor shall review and process Civil Service Commission correspondence in accordance with the established rules, regulations and bylaws. C. Contractor shall arrange for Civil Service Commission meetings, including preparation, posting and distribution of agendas, meeting notices, minutes, and orders as provided by the law and Commission rules, regulations and bylaws. D. Contractor shall arrange for meeting facilities and other necessary support services for the conduct of Commission business including court reporting services through the County’s court reporter service contractor. E. Contractor shall provide invoices to County regarding payment for Commissioners in accordance with the County Salary Resolution Section 1300. F. As set forth in Fresno County Ordinance Code, Section 2.68.030, Contractor shall give written notice, together with a copy of Section 2.68.010, to any Commissioner who has been absent for three (3) consecutive meetings or a total of five (5) meetings within a calendar year. The notice shall advise the Commissioner of the absences and the consequence of further absence. G. Contractor shall order transcripts from the County’s court reporter service contractor as requested by the Commission. H. Contractor shall not provide court reporting services for the Commission unless written permission is given in advance by the Director of Human Resources. I. Contractor shall be the custodian of Commission records and forms (including subpoena forms). J. Contractor shall prepare minutes of the Commission meetings and hearings. K. Contractor shall provide procedural advice to parties having business with the Commission. L. Contractor shall serve as a liaison between Civil Service Commission Legal Counsel, Commissioners, the County and outside parties having business with or requesting information regarding the Civil Service Commission. M. If unable to attend a Commission meeting or provide the necessary secretarial services for the commission, Contractor shall immediately notify the Director of Human Resources or designee to ensure arrangements are made to provide the necessary secretarial services to the Commission. N. Contractor shall function under the direction of the Chair and Civil Service Commission Legal Counsel consistent with this agreement, Commission rules, regulations and bylaws and administrative guidance from the Director of Human Resources or designee. Attachment Page 1 of 2 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/DSCHARNICK_FRESNOCOUNTYCA_GOV/DOCUMENTS/DESKTOP/P-20-338.DOC II. Compensation/Invoicing County agrees to pay Contractor and Contractor agrees to receive compensation as follows: A. Seventy-Five Dollars ($75.00) per hearing day, or at the hourly rate for hours actually worked as described in B. below, whichever is more. B. Contractor shall be compensated for all other duties at the rate of Twenty-Five and 94/100 Dollars ($25.94) per hour. Future hourly rate adjustment will be made in accordance with salary adjustments made to the County classification of Executive Secretary-Confidential, 5th Step. C. It is understood all expenses incidental to Contractor’s performance of services under this Agreement shall be borne by the Contractor. D. Contractor shall utilize the County’s office supplies whenever possible. In the event that Contractor has out of pocket costs incurred that are not considered incidental, Contractor shall receive reimbursement for out of pocket costs incurred such as for Post Office Box fees, copying, faxes and postage at the exact cost of such expense, not to exceed Twenty Five Dollars ($25.00) total per month unless written request detailing the need for additional charges is received from Contractor and approved in advance by the Director of Human Resources or designee (invoice/receipt must be provided as evidence of the exact cost incurred upon request by the Director of Human Resources or designee). E. Contractor shall submit a monthly invoice to the County of Fresno, Department of Human Resources, Attention: Human Resources Manager, 2220 Tulare St., 14th Floor, Fresno, CA 93721. Contractor agrees to submit detailed, itemized invoices with the following information included: date of service; hourly rate and number of hours, or fraction thereof, for which services were provided; type of service provided, and; name of case or issue (e.g. monthly meeting, name of appellant, unit modification, etc.) for which services were provided. F. In no event shall services performed under this Agreement be in excess of One Hundred Thousand Dollars ($100,000.00) during the life of this Agreement (three (3) years base term with two (2) additional (1) year extensions based on the mutual written consent of all parties), nor shall it be in excess of Twenty Thousand Dollars ($20,000.00) annually (November 15 to November 14 of each contract year). It is understood that all expenses incidental to Contractor’s performance of services under this Agreement shall be borne by the Contractor. Payments by County shall be in arrears, within forty-five (45) days after receipt and verification of Contractor’s invoices by County, for services provided during the preceding month(s).