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REPORT TO THE CITY COUNCIL
DATE: October 17, 2007
FROM: TERRY A. BOND, DIRECTOR
Personnel Services Department
I AGENDA ITEM NO. I ) I
COUNCIL MEETING I October 23, 2007
APPROVEDBY
CITY
BY: MELANY FELTON. MANAGER
Organizational Development & Training Division
SUBJECT: APPROVE CONSULTANT SERVICES AGREEMENTS BETWEEN THE CITY OF FRESNO
AND LIEBERT CASSIDY WHITMORE FOR EMPLOYMENT LAW AND ALL -EMPLOYEE
ANTI -HARASSMENT AND DISCRIMINATION REFRESHER TRAINING ANDAUTHORIZE THE
PERSONNEL SERVICES DIRECTOR TO EXECUTE AGREEMENTS ON BEHALF OF CITY
KEY RESULT AREA(S):
RESOURCE MANAGEMENT — ESSENTIAL CORE SERVICES CONTRIBUTE TO THE CITY VISION &
VALUES
EMPLOYEE SATISFACTION - 75% OF THE CITY'S SUPERVISORY EMPLOYEES WILL HAVE COMPLETED
THE APPROVED MINIMUM TRAINING IN SUPERVISORY TECHNIQUES BY JUNE 30, 2008
RECOMMENDATION
It is recommended that the City Council approve the Services Agreements between the City of Fresno and
Liebert Cassidy Whitmore and authorize the Personnel Services Director to execute the Agreements on behalf
of the City.
EXECUTIVE SUMMARY
The Service Agreements for Consulting Services with Liebert Cassidy Whitmore will provide City employees
with two facets of training: 5 days of employment law training per year over a period of five years through the
Central Valley Employment Relations Consortium, and 48 sessions of an All -Employee Anti -Harassment and
Discrimination Refresher training to be offered to City employees over a period of three years.
KEY OBJECTIVE BALANCE
This amendment will benefit the citizens of Fresno as well as the employees of the City of Fresno. Customer
Satisfaction will increase as citizens interact with City employees who, as a result of this training, have
increased levels of confidence. Employee Satisfaction will increase as City employees realize this investment in
their personal and professional development. Financial Management is evident whereby employees who feel
like they are being invested in will be less likely to seek employment elsewhere, thus reducing the need for
outside temporary help and costly recruitments. Furthermore, as the Personnel Services Department continues
to focus on succession planning, this training will make great strides toward cultivating our next generation of
leaders. Presented to C'dy council
Date iol�3(G7
,SUBJECT TO MAYOR'S VETO
Disposition
Consultant Services Agreements with Liebert Cassidy Whitmore
Page 2
BACKGROUND
The City of Fresno issued a Request for Proposals (RFP) in April of 2007 seeking proposals for employment law
training on industry -driven topics. After evaluation of the responses to that RFP, Liebert Cassidy Whitmore was
awarded a contract to provide City employees with 5 days of training within the Central Valley Employment
Relations Consortium and another contract to provide Anti -Harassment and Discrimination Refresher training.
The City's involvement in the 23 public agency -strong Central Valley Employment Relations Consortium, under
the leadership of Liebert Cassidy Whitmore, began in the Fall of 1997 and has consistently provided City
employees with 5 days of industry -driven employment law training each year. The topics for the 2007-2008
Consortium are: "Managing the Marginal Employee," "Traditionalist, Boomer, Xer, Millennial—Who are They,
Why You Should Care and How You Can Hamess Their Collective Power, "Supervisory Skills for the First Line
Supervisor/Manager," "Sick and Disabled Employees," "Understanding PERB and Unfair Practices," "Managing
Performance Through Evaluation," "A No Holes Barred Approach to Employee Body Piercing, Tattoos and
Dress Codes," and "Managing Overlapping Leave Laws and the Discipline Process."
The Anti -Harassment and Discrimination Refresher training, also provided by Liebert Cassidy Whitmore, is
scheduled between January of 2008 and December of 2010. Over a period of three years, all City
employees will receive a 2 hour training refresher on Anti -Harassment, Discrimination, Reporting, and
Retaliation. In total, forty-eight classes will be offered during traditional and non-traditional times to
accommodate the variety of City employee schedules.
FISCAL IMPACT
Approval of the Service Agreement will authorize the Personnel Services Director to execute the attached
agreement with Liebert Cassidy Whitmore to provide membership in the Central Valley Employment
Relations Consortium for the next 5 years. The total cost of these services is not to exceed $30,000 with
an aggregate total since 1997 not to exceed $75,000. Funding for the training is appropriated in the FY08
budget.
Approval of the Service Agreement will authorize the Personnel Services Director to execute the attached
agreement with Liebert Cassidy Whitmore to provide 48 Anti -Harassment and Discrimination Refresher
training to City employees through December of 2010. The total cost of these services is not to exceed
$64,800. Funding for the training is appropriated in the FY08 budget.
Attachment: Service Agreements between the City of Fresno and Liebert Cassidy Whitmore for
Employment Law as well as Anti -Harassment and Discrimination training.
/I
I Dia"sf 07
MY OF FRESNO AGREEMENT
City Clerk's Office (Orl incl)
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effective the 25th day of
September, 2007, by and between the CITY OF FRESNO, a California municipal corporation
(hereinafter referred to as "CITY"), and LIEBERT CASSIDY WHITMORE, a California
corporation (hereinafter referred to as "CONSULTANT").
RECITALS
WHEREAS, CITY desires to obtain professional training services for City employees
regarding employment relations, negotiations and personnel administration, hereinafter
referred to as "Legal -Based Training" or the "Project;" and
WHEREAS, CONSULTANT is engaged in the business of furnishing technical and
expert services as a training and organizational development specialist and hereby represents
that it desires to and is professionally and legally capable of performing the services called for
by this Agreement; and
WHEREAS, for the purpose of providing joint training at a reduced cost to public
agencies, CONSULTANT has developed a Central Valley Employment Relations Consortium
consisting of not less than 23 public agencies in the Central Valley area having similar training
needs; and
WHEREAS, CITY has participated in the Consortium since 1997 and CONSULTANT
has rendered these training services, under contract, to CITY continuously; and
WHEREAS, CONSULTANT acknowledges that this Agreement is subject to approval of
the City Council and the requirements of Fresno Municipal Code Section 3-109 and
Administrative Order No. 6-19; and
WHEREAS, this Agreement will be administered for CITY by its Personnel Services
Director (hereinafter referred to as "Administrator") or his/her designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and premises hereinafter contained to be kept and performed by the respective
parties, it is mutually agreed as follows:
1. Scope of Services. CONSULTANT shall perform to the satisfaction of CITY the
services described in Exhibit A, including all work incidental to, or necessary to perform, such
services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be
effective from the date first set forth above ("Effective Date") and shall continue in full force and
effect through June 30, 2012, subject to any earlier termination in accordance with this
Agreement. The services of CONSULTANT as described in Exhibit A are to commence upon
the Effective Date and shall be completed in a sequence assuring expeditious completion, but
in any event, all such services shall be completed prior to expiration of this Agreement and in
accordance with any performance schedule set forth in Exhibit A.
Compensation.
(a) CONSULTANT'S sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total fee not to exceed
$30,000, paid on the basis of the rates set forth in the schedule of fees and expenses
contained in Exhibit A.
(b) Detailed statements shall be rendered monthly for services performed in
the preceding month and will be payable in the normal course of CITY business. CITY shall
not be obligated to reimburse any expense for which it has not received a detailed invoice with
applicable copies of representative and identifiable receipts or records substantiating such
expense.
(c) The parties may modify this Agreement to increase or decrease the
scope of services or provide for the rendition of services not required by this Agreement, which
modification shall include an adjustment to CONSULTANT'S compensation. Any change in
the scope of services must be made by written amendment to the Agreement signed by an
authorized representative for each party. CONSULTANT shall not be entitled to any additional
compensation if services are performed prior to a signed written amendment.
4. Termination. Remedies and Force Majeure.
(a) This Agreement shall terminate without any liability of CITY to
CONSULTANT upon the earlier of : (i) CONSULTANT'S filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party
against CONSULTANT; (ii) 7 calendar days prior written notice with or without cause by CITY
to CONSULTANT; (iii) CITY'S non -appropriation of funds sufficient to meet its obligations
hereunder during any CITY fiscal year of this Agreement, or insufficient funding for the Project;
or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
CONSULTANT shall (i) immediately stop all work hereunder; (ii) immediately cause any and all
of its subcontractors to cease work; and (iii) return to CITY any and all unearned payments and
all properties and materials in the possession of CONSULTANT that are owned by CITY.
Subject to the terms of this Agreement, CONSULTANT shall be paid compensation for
services satisfactorily performed prior to the effective date of termination. CONSULTANT
shall not be paid for any work or services performed or costs incurred which reasonably could
have been avoided.
(c) In the event of termination due to failure of CONSULTANT to
satisfactorily perform in accordance with the terms of this Agreement, CITY may withhold an
amount that would otherwise be payable as an offset to, but not in excess of, CITY'S damages
caused by such failure. In no event shall any payment by CITY pursuant to this Agreement
constitute a waiver by CITY of any breach of this Agreement which may then exist on the part
of CONSULTANT, nor shall such payment impair or prejudice any remedy available to CITY
with respect to the breach.
(d) Upon any termination or expiration of the Agreement, CITY may
(i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to
it under applicable laws of the State of California or any other applicable law; (ii) proceed by
appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct,
indirect, consequential, economic and incidental damages for the breach of the Agreement. If
it is determined that CITY improperly terminated this Agreement for default, such termination
shall be deemed a termination for convenience.
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(e) CONSULTANT shall provide CITY with adequate written assurances of
future performance, upon Administrator's request, in the event CONSULTANT fails to comply
with any terms or conditions of this Agreement.
(f) CONSULTANT shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of CONSULTANT and without its fault
or negligence such as, acts of God or the public enemy, acts of CITY in its contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather,
and delays of common carriers. CONSULTANT shall notify Administrator in writing as soon as
it is reasonably possible after the commencement of any excusable delay, setting forth the full
particulars in connection therewith, and shall remedy such occurrence with all reasonable
dispatch, and shall promptly give written notice to Administrator of the cessation of such
occurrence.
5. Confidential Information. Ownership of Documents and Coovriaht license.
(a) Any reports, information, or other data prepared or assembled by
CONSULTANT pursuant to this Agreement shall not be made available to any individual or
organization by CONSULTANT without the prior written approval of the Administrator. During
the term of this Agreement, and thereafter, CONSULTANT shall not, without the prior written
consent of CITY, disclose to anyone any Confidential Information. The term Confidential
Information for the purposes of this Agreement shall include all proprietary and confidential
information of CITY, including but not limited to business plans, marketing plans, financial
information, materials, compilations, documents, instruments, models, source or object codes
and other information disclosed or submitted, orally, in writing, or by any other medium or
media. All Confidential Information shall be and remain confidential and proprietary in CITY.
(b) Any and all writings and documents prepared or provided by
CONSULTANT pursuant to this Agreement are the property of CITY at the time of preparation
and shall be turned over to CITY upon expiration or termination of the Agreement.
CONSULTANT shall not permit the reproduction or use thereof by any other person except as
otherwise expressly provided herein.
(c) This Section 5 shall survive expiration or termination of this Agreement.
6. Professional Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as CONSULTANT represents to CITY that CONSULTANT is
skilled in the profession and shall perform in accordance with the standards of said profession
necessary to perform the services agreed to be done by it under this Agreement, CITY relies
upon the skill of CONSULTANT to do and perform such services in a skillful manner and
CONSULTANT agrees to thus perform the services. Therefore, any acceptance of such
services by CITY shall not operate as a release of CONSULTANT from said professional
standards.
7. Indemnification. To the furthest extent allowed by law, CONSULTANT shall
indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents
and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages
(whether in contract, tort or strict liability, including but not limited to personal injury, death at
any time and property damage), and from any and all claims, demands and actions in law or
equity (including reasonable attorney's fees and litigation expenses) that arise out of, pertain
to, or relate to the negligence, recklessness or willful misconduct of CONSULTANT, its
principals, officers, employees, agents or volunteers in the performance of this Agreement.
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If CONSULTANT should subcontract all or any portion of the services to be performed
under this Agreement, CONSULTANT shall require each subcontractor to indemnify, hold
harmless and defend CITY and each of its officers, officials, employees, agents and volunteers
in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, CONSULTANT shall pay for and
maintain in full force and effect all insurance as required in Exhibit B or as may be authorized,
and any additional insurance as may be required, in writing by CITY'S Risk Manager or his/her
designee at any time and in his/her sole discretion.
(b) If at any time during the life of the Agreement or any extension,
CONSULTANT or any of its subcontractors fail to maintain any required insurance in full force
and effect, all services and work under this Agreement shall be discontinued immediately, and
all payments due or that become due to CONSULTANT shall be withheld until notice is
received by CITY that the required insurance has been restored to full force and effect and that
the premiums therefore have been paid for a period satisfactory to CITY. Any failure to
maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement.
No action taken by CITY pursuant to this section shall in any way relieve CONSULTANT of its
responsibilities under this Agreement. The phrase "fail to maintain any required insurance"
shall include, without limitation, notification received by CITY that an insurer has commenced
proceedings, or has had proceedings commenced against it, indicating that the insurer is
insolvent.
(c) The fact that insurance is obtained by CONSULTANT shall not be
deemed to release or diminish the liability of CONSULTANT, including, without limitation,
liability under the indemnity provisions of this Agreement. The duty to indemnify CITY shall
apply to all claims and liability regardless of whether any insurance policies are applicable.
The policy limits do not act as a limitation upon the amount of indemnification to be provided by.
CONSULTANT. Approval or purchase of any insurance contracts or policies shall in no way
relieve from liability nor limit the liability of CONSULTANT, its principals, officers, agents,
employees, persons under the supervision of CONSULTANT, vendors, suppliers, invitees,
consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly by any
of them.
(d) Upon request of CITY, CONSULTANT shall immediately furnish CITY
with a complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of the
original policy. This requirement shall survive expiration or termination of this Agreement.
(e) If CONSULTANT should subcontract all or any portion of the services to
be performed under this Agreement, CONSULTANT shall require each subcontractor to
provide insurance protection in favor of CITY and each of its officers, officials, employees,
agents and volunteers in accordance with the terms of this section, except that any required
certificates and applicable endorsements shall be on file with CONSULTANT and CITY prior to
the commencement of any services by the subcontractor.
9. Conflict of Interest and Non -Solicitation.
(a) Prior to CITY'S execution of this Agreement, CONSULTANT shall
complete a City of Fresno conflict of interest disclosure statement in the form as set forth in
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Exhibit C. During the term of this Agreement, CONSULTANT shall have the obligation and
duty to immediately notify CITY in writing of any change to the information provided by
CONSULTANT in such statement.
(b) CONSULTANT shall comply, and require its subcontractors to comply,
with all applicable (i) professional canons and requirements governing avoidance of
impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and
regulations including, without limitation, California Government Code Section 1090 et. seq., the
California Political Reform Act (California Government Code Section 87100 et. seq.) and the
regulations of the Fair Political Practices Commission concerning disclosure and
disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon
written request of CITY, CONSULTANT shall provide a written opinion of its legal counsel and
that of any subcontractor that, after a due diligent inquiry, CONSULTANT and the respective
subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT shall take,
and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict
of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest,
CONSULTANT shall immediately notify CITY of these facts in writing.
(c) In performing the work or services to be provided hereunder,
CONSULTANT shall not employ or retain the services of any person while such person either
is employed by CITY or is a member of any CITY council, commission, board, committee, or
similar CITY body. This requirement may be waived in writing by the City Manager, if no actual
or potential conflict is involved.
(d) CONSULTANT represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this
Agreement or any rights/benefits hereunder.
(e) Neither CONSULTANT, nor any of CONSULTANT'S subcontractors
performing any services on this Project, shall bid for, assist anyone in the preparation of a bid
for, or perform any services pursuant to, any other contract in connection with this Project
unless fully disclosed to and approved by the City Manager, in advance and in writing.
CONSULTANT and any of its subcontractors shall have no interest, direct or indirect, in any
other contract with a third parry in connection with this Project unless such interest is in
accordance with all applicable law and fully disclosed to and approved by the City Manager, in
advance and in writing. Notwithstanding any approval given by the City Manager under this
provision, CONSULTANT shall remain responsible for complying with Section 9(b), above.
(f) If CONSULTANT should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, CONSULTANT shall include the
provisions of this Section 9 in each subcontract and require its subcontractors to comply
therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Prooram. In the event CONSULTANT maintains an office or
operates a faciliry(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, CONSULTANT at its sole cost and expense shall:
(i) Immediately establish and maintain a viable and ongoing recycling program,
approved by CITY'S Solid Waste Management Division, for each office and
facility. Literature describing CITY recycling programs is available from CITY'S
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Solid Waste Management Division and by calling City of Fresno Recycling
Hotline at (559) 621-1111.
(ii) Immediately contact CITY'S Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of CITY'S Solid Waste
Management Division the establishment of the recycling program in paragraph
(i) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of
CITY within the body of this Agreement, and not otherwise specifically provided for, shall be
effective only if signed by the Administrator or his/her designee.
(b) Records of CONSULTANT'S expenses pertaining to the Project shall be
kept on a generally recognized accounting basis and shall be available to CITY or its
authorized representatives upon request during regular business hours throughout the life of
this Agreement and for a period of three years after final payment or, if longer, for any period
required by law. In addition, all books, documents, papers, and records of CONSULTANT
pertaining to the Project shall be available for the purpose of making audits, examinations,
excerpts, and transcriptions for the same period of time. This Section 11(b) shall survive
expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by CITY, CONSULTANT shall have
provided evidence to CITY that CONSULTANT is licensed to perform the services called for by
this Agreement (or that no license is required). If CONSULTANT should subcontract all or any
portion of the work or services to be performed under this Agreement, CONSULTANT shall
require each subcontractor to provide evidence to CITY that subcontractor is licensed to
perform the services called for by this Agreement (or that no license is required) before
beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and local
law, CONSULTANT shall not employ discriminatory practices in the provision of services,
employment of personnel, or in any other respect on the basis of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam
era. Subject to the foregoing and during the performance of this Agreement, CONSULTANT
agrees as follows:
(a) CONSULTANT will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be
excluded from participation in, be denied the benefits of, or be subject to discrimination under
any program or activity made possible by or resulting from this Agreement.
(b) CONSULTANT will not discriminate against any employee or applicant
for employment because of race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era. CONSULTANT shall
ensure that applicants are employed, and the employees are treated during employment,
without regard to their race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity,
status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to
CONSULTANT'S employment practices including, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. CONSULTANT agrees to post in conspicuous places, available to employees
and applicants for employment, notices setting forth the provision of this nondiscrimination
clause.
(c) CONSULTANT will, in all solicitations or advertisements for employees
placed by or on behalf of CONSULTANT in pursuit hereof, state that all qualified applicants will
receive consideration for employment without regard to race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status, sex,
age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(d) CONSULTANT will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or understanding,
a notice advising such labor union or workers' representatives of CONSULTANT'S
commitment under this section and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, CONSULTANT is
acting solely as an independent contractor. Neither CONSULTANT, nor any of its officers,
agents or employees shall be deemed an officer, agent, employee, joint venturer, partner or
associate of CITY for any purpose. CITY shall have no right to control or supervise or direct
the manner or method by which CONSULTANT shall perform its work and functions. However,
CITY shall retain the right to administer this Agreement so as to verify that CONSULTANT is
performing its obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between CONSULTANT and CITY. CONSULTANT shall have no authority to bind CITY
absent CITY'S express written consent. Except to the extent otherwise provided in this
Agreement, CONSULTANT shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, CONSULTANT and
its officers, agents and employees shall have absolutely no right to employment rights and
benefits available to CITY employees. CONSULTANT shall be solely liable and responsible
for all payroll and tax withholding and for providing to, or on behalf of, its employees all
employee benefits including, without limitation, health, welfare and retirement benefits. In
addition, together with its other obligations under this Agreement, CONSULTANT shall be
solely responsible, indemnify, defend and save CITY harmless from all matters relating to
employment and tax withholding for and payment of CONSULTANT'S employees, including,
without limitation, (i) compliance with Social Security and unemployment insurance
withholding, payment of workers compensation benefits, and all other laws and regulations
governing matters of employee withholding, taxes and payment; and (ii) any claim of right or
interest in CITY employment benefits, entitlements, programs and/or funds offered employees
of CITY whether arising by reason of any common law, de facto, leased, or co- employee
rights or other theory. It is acknowledged that during the term of this Agreement,
CONSULTANT may be providing services to others unrelated to CITY or to this Agreement.
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14. Notices. Any notice required or intended to be given to either party under the
terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered
personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by
United States registered or certified mail, with postage prepaid, return receipt requested,
addressed to the party to which notice is to be given at the party's address set forth on the
signature page of this Agreement or at such other address as the parties may from time to time
designate by written notice. Notices served by United States mail in the manner above
described shall be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all
parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties'
respective heirs, successors, assigns, transferees, agents, servants, employees and
representatives.
16. Assionment
(a) This Agreement is personal to CONSULTANT and there shall be no
assignment by CONSULTANT of its rights or obligations under this Agreement without the
prior written approval of the City Manager or his/her designee. Any attempted assignment by
CONSULTANT, its successors or assigns, shall be null and void unless approved in writing by
the City Manager or his/her designee.
(b) CONSULTANT hereby agrees not to assign the payment of any monies
due CONSULTANT from CITY under the terms of this Agreement to any other individual(s),
corporation(s) or entity(ies). CITY retains the right to pay any and all monies due
CONSULTANT directly to CONSULTANT.
17. Compliance With Law. In providing the services required under this Agreement,
CONSULTANT shall at all times comply with all applicable laws of the United States, the State
of California and CITY, and with all applicable regulations promulgated by federal, state,
regional, or local administrative and regulatory agencies, now in force and as they may be
enacted, issued, or amended during the term of this Agreement.
16. Waiver. The waiver by either party of a breach by the other of any provision of
this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach
of either the same or a different provision of this Agreement. No provisions of this Agreement
may be waived unless in writing and signed by all parties to this Agreement. Waiver of any
one provision herein shall not be deemed to be a waiver of any other provision herein.
19. Governino Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for
purposes of the filing of any action regarding the enforcement or interpretation of this
Agreement and any rights and duties hereunder shall be Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or add to the
interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other provisions.
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22. Interpretation. The parties acknowledge that this Agreement in its final form is
the result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by
construing this Agreement in favor of or against either party, but rather by construing the terms
in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or
legal action to enforce or interpret any term, covenant or condition of this Agreement, the
prevailing party in such proceeding or action shall be entitled to recover from the other party its
reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this
Agreement shall control and take precedence over the terms and conditions expressed within
the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit
or Attachment hereto which purport to modify the allocation of risk between the parties,
provided for within the body of this Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations
defined within this Agreement are intended for the specific parties hereto as identified in the
preamble of this Agreement. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or flaw to the
interest of any third parties.
28. Extent of Aareement'Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire and
integrated agreement between the parties with respect to the subject matter hereof and
supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be modified only by written instrument duly authorized and executed by both
CITY and CONSULTANT.
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a municipal corporation
ATTEST:
REBECCA E. KLISCH
City Clerk
By: ��^�i+vWtilPt�
Deputy Cif(5— 07S
APPROVED AS TO FORM:
JAMES C. SANCHEZ
City Attgw y
By: 1 a
Nanc . Algi Date
Se or Depu
Addresses:
CITY:
City of Fresno
Attention: Terry Bond, Director,
Personnel Services Department
2600 Fresno Street, First Floor
Fresno, CA 93721
Phone: (559) 621-6964
FAX: (559) 498-4775
Attachments:
LIEBERT CASSIDY WHITMORE,
a California corporate
By:
Name: MeQriie M. Po4vr',C0
Title: ?t r e5 r Cl e n f
(if corpo tion or LLC, B�ard
Chair e . r Vides.)
By: <
Name: Iz I (,hcay C( K re.is i-Cjr-
Title: e L)l e 4-c, i2
(if corporation or LLC, Board
Chair, Pres. Or Vice Pres.)
CONSULTANT:
Liebert Cassidy Whitmore
Attention: Cynthia Weldon,
Director of Marketing and
Training
6033 W. Century Blvd., Suite 500
Los Angeles, CA 90045
Phone: (310) 981-2055
FAX: (310) 216-3377
1. Exhibit A — Scope of Services
2. Exhibit B — Insurance Requirements
3. Exhibit C — Conflict of Interest Disclosure Form
10 -
Exhibit A
(Scope of Services)
Liebert Cassidy Whitmore ("Consultant") shall provide deliverables for Legal -Based Training
consistent with performance and fee schedules, as follows:
Five six -hour days of training on a variety of industry -driven topics each year. The Central Valley
Employment Relations Consortium topics for 2007-2008 are as follows:
• Wednesday, September 26, 2007 9 am —12 pm: "Managing the Marginal Employee"
• Wednesday, September 26, 2007 1 pm - 4 pm: 'Traditionalist, Boomer, Xer, Millenniak--Who
are They, Why You Should Care and How You Can Harness Their Collective Power"
• Thursday, November 1, 2007 9 am — 4 pm: "Supervisory Skills for the First Line
Supervisor/Manager"
• Wednesday, January 30, 2008 9 am —4 pm: "Sick and Disabled Employees"
• Wednesday, January 30, 2008 1 pm —4 pm: "Understanding PERB and Unfair Practices"
• Thursday, March 6, 2008 9 am — 12 pm: "Managing Performance Through Evaluation"
• Thursday, March 6, 2008 1 pm — 4 pm: "A No Holes Barred Approach to Employee Body
Piercing, Tattoos and Dress Codes"
• Thursday, May 1, 2008 9 am —4 pm: Managing Overlapping Leave Laws and the Discipline
Process"
The Central Valley Employment Relations Consortium Fee for 2007-2008 is $5,070, and the annual
fee for consecutive years shall not exceed an increase of 3% each year. Thus, the total fee under this
five-year contract will not exceed $30,000.
Page 1 of 1
Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno
and Liebert Cassidy Whitmore
Legal -Based Training
PROJECT TITLE
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, which shall include insurance for "bodily injury,"
"property damage" and "personal and advertising injury" with coverage for premises
and operations, products and completed operations, and contractual liability.
2. The most current version of Insurance Service Office (ISO) Business Auto Coverage
Form CA 00 01, which shall include coverage for all owned, hired, and non -owned
automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the California Labor Code and
Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to
CONSULTANT'S profession. Architect's and engineer's coverage is to be endorsed to
include contractual liability.
Minimum Limits of Insurance
CONSULTANT shall maintain limits of liability of not less than:
General Liability:
$1,000,000 per occurrence for bodily injury and property damage
$1,000,000 per occurrence for personal and advertising injury
$2,000,000 aggregate for products and completed operations
$2,000,000 general aggregate applying separately to the work performed under the
Agreement
2. Automobile Liability:
$1,000,000 per accident for bodily injury and property damage
3. Employer's Liability:
$1,000,000 each accident for bodily injury
$1,000,000 disease each employee
$1,000,000 disease policy limit
Page 1 of 3
4. Professional Liability (Errors and Omissions)
$1,000,000 per claim/occurrence
$2,000,000 policy aggregate
Umbrella or Excess Insurance
In the event CONSULTANT purchases an Umbrella or Excess insurance policy(ies) to meet the
"Minimum Limits of Insurance," this insurance policy(ies) shall 'follow form" and afford no less
coverage than the primary insurance policy(ies).
Deductibles and Self -Insured Retentions
CONSULTANT shall be responsible for payment of any deductibles contained in any insurance
polices required hereunder and CONSULTANT shall also be responsible for payment of any self-
insured retentions. Any deductibles or self-insured retentions must be declared to, and approved by,
the CITY'S Risk Manager or his/her designee. At the option of the CITY'S Risk Manager or his/her
designee, either (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as
respects CITY, its officers, officials, employees, agents and volunteers; or (ii) CONSULTANT shall
provide a financial guarantee, satisfactory to CITY'S Risk Manager or his/her designee, guaranteeing
payment of losses and related investigations, claim administration and defense expenses. At no time
shall CITY be responsible for the payment of any deductibles or self-insured retentions.
Other Insurance Provisions
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to
contain, the following provisions:
CITY, its officers, officials, employees, agents and volunteers are to be covered as
additional insureds.
The coverage shall contain no special limitations on the scope of protection afforded to
CITY, its officers, officials, employees, agents and volunteers.
3. CONSULTANT'S insurance coverage shall be primary and no contribution shall be
required of CITY.
The Workers' Compensation insurance policy is to contain, or be endorsed to contain, the following
provision: CONSULTANT and its insurer shall waive any right of subrogation against CITY, its
officers, officials, employees, agents and volunteers.
If the Professional Liability (Errors and Ommisions) insurance oolicv is written on a claims -made form:
The "Retro Date" must be shown, and must be before the effective date of the
Agreement or the commencement of work by CONSULTANT.
2. Insurance must be maintained and evidence of insurance must be provided for at least
5 years after any expiration or termination of the Agreement or, in the alternative, the
policy shall be endorsed to provide not less than a 5 -year discovery period. This
requirement shall survive expiration or termination of the Agreement.
Page 2 of 3
3. If coverage is canceled or non -renewed, and not replaced with another claims -made
policy form with a "Retro Date" prior to the effective date of the Agreement,
CONSULTANT must purchase "extended reporting" coverage for a minimum of 5 years
following the expiration or termination of the Agreement.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not
be cancelled, non -renewed, reduced in coverage or in limits except after 30 calendar day written
notice by certified mail, return receipt requested, has been given to CITY. Upon issuance by the
insurer, broker, or agent of a notice of cancellation, non -renewal, or reduction in coverage or in limits,
CONSULTANT shall furnish CITY with a new certificate and applicable endorsements for such
policy(ies). In the event any policy is due to expire during the work to be performed for CITY,
CONSULTANT shall provide a new certificate, and applicable endorsements, evidencing renewal of
such policy not less than 15 calendar days prior to the expiration date of the expiring policy.
Acceptability of Insurers
All policies of insurance required hereunder shall be placed with an insurance company(ies) admitted
by the California Insurance Commissioner to do business in the State of California and rated not less
than "A -VII" in Best's Insurance Rating Guide; or authorized by CITY'S Risk Manager.
Verification of Coverage
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required hereunder. All certificates and applicable endorsements are to be received and
approved by the CITY'S Risk Manager or his/her designee prior to CITY'S execution of the
Agreement and before work commences.
Page 3of3
Exhibit C
DISCLOSURE OF CONFLICT OF INTEREST
Leaal-Based Trainina
PROJECT TITLE
Explanation:
see Cc 46 r1leDL
Additional page(s) attached.
Sign re
M-elav�'I �i ofurica
(name)
LI e - 196Y- Cass I d4 Whr+Vr(yve-
(company)
fe 033 NJ,
(address)
L A . , CA 010 0 qS-
(city state zip)
YES`
NO
1
Are you currently in litigation with the City of Fresno or any of its
❑
❑
agents?
2
Do you represent any firm, organization or person who is in
❑
❑
litigation with the City of Fresno?
3
Do you currently represent or perform work for any clients who do
❑
❑
business with the City of Fresno?
4
Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with the
El
❑
City of Fresno, or in a business which is in litigation with the City of
Fresno?
5
Are you or any of your principals, managers or professionals,
related by blood or marriage to any City of Fresno employee who
❑
El
has any significant role in the subject matter of this service?
6
Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
❑
El
this Project?
If the answer to any question is yes, please explain in full below.
Explanation:
see Cc 46 r1leDL
Additional page(s) attached.
Sign re
M-elav�'I �i ofurica
(name)
LI e - 196Y- Cass I d4 Whr+Vr(yve-
(company)
fe 033 NJ,
(address)
L A . , CA 010 0 qS-
(city state zip)
Liebert Cassidy Whitmore
Maiya Yang, one of our Fresno Office associates, is related by marriage to a City Council
Member (brother-in-law) and a Fresno Police Officer (brother-in-law).
POLICYHOLDER COPY
STATE P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807
COMPENSATION
INS U R AMC E
FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE
ISSUE DATE: 04-01-2007 GROUP: 000388
POLICY NUMBER: 0001336-2007
CERTIFICATE ID: 93
CERTIFICATE EXPIRES: 04-01-2008
04-01-2007/04-01-2008
CITY OF FRESNO SC
PERSONNEL DEPT DRAG DEV & TRN
2600 FRESNO ROOM 1047
FRESNO CA 93721
This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the
California Insurance Commissioner to the employer named below for the policy period indicated
This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer.
We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration.
This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded
by the policy listed herein. Notwithstanding any requirement. term or condition of any contract or other document
with respect to which this certificate of insurance may be issued or to which it may pertain. the insurance
afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy.
tlIRI�11EPRESENTATI PRESIDENT
EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE.
ENDORSEMENT #2065 ENTITLED CERTIFICATE FOLDERS' NOTICE EFFECTIVE 04-01-2005 IS
ATTACHED TO AND FORMS A PART OF THIS POLICY.
RISK M�tf�1�AGEMENT DIVISIGw
App Oved:
Appr ved Changes:
a:G�
Signe Date
EMPLOYER
LIEBERT CASSIDY WHITMORE A PROFESSIONAL
CORPORATION
6033 W CENTURY SL # 500
LOS ANGELES CA 90045
SC
M0410
IREV.2-051 PRINTED 03-16-2007
SC
ACoRA CERTIFICATE OF LIABILITY INSURANCE Op -low
"" m
Llmz-1
--.'./07
^sem
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Xar Asaceiatea, Inc.
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
641 R. Lar Tuna. Drive
HOLDER. THIS CERTIFICATE Doug NOT AMEND, EXTEND OR
PD Baa 1509
ALTER THE COVERAGE AFFORDED DY THE POLICIES BELOW.
ban Oabriol CA $1776
am�ruWrcI
Phone: 626-943-2200 Fax: 626-299-1010
INSURERS AFFORDING COVERAGE MAIC•
_
swan
..saua Ift man's fund lcaur04ca
aaix. wootport lmYranaa c ^— TM
acre �r�,.n
"FO4es
Liebert CaAsidy IMiteaso
„tea
6093 R. Century Blvd., ats.500
Loa Acysloa CA 40045
---
12/14/06
.saac
COVERAGES
dt,a,a.aI,YYaWCelaaPiPNItK aaessammsesar,o,s .n{Iaa7 n'ara.lse.eawowneffWOal
.ne newrl.,wotma,per Y,ml,IYPIMP11YeedleflVMeinVlleaa.rwlIPGARMYef sasoei
,I,YIGRNTIL Wenll",a a,e.se�MMYY ellaeNlleYlill{leY, ael.q.Ma eaYnaaO f VJ�
rowar.aee:wm Wn s.,v.nxaarn�msotwncarr
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acre �r�,.n
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, 10,000
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a,...awaan
, 2,090,000
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RISK M AG
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Approved,°""
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A
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ASC60794454
12/14/06
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, 2,000,000
—
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u W6E•E4fe4PF.
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Prot liability
z 01004S-4
12/10/06
12/10/07
Rh CLAlN 21000,000
rACLWeS P'ZR30[AL
WJORT w $1,000,000
AGGPISCAWN 2,000,000
OiO�,s d e, W Y9M 11aA\PNf � W Ana l m,.oa o1 w W s�Y.Y.I IiIY leen
Thu Cartttiaabs UO2des is P4wd a.-Aditionai inaerad se ra.paeta W
Dansral Liability par lora AB 9199 0599 attached. 410 Day aotieo at
Cancellation in the avant of a nea-paysoat aV paaeim.
C1TFA-1
City or Franco Frael Srvc Dopt
Organ Davolopeaee 6 Train"g
Division, Atte: Terry banal
3600 Pae.,a Strast, lot does
Fresco, M 93721-3602
M;�11MeV.laa.MP1YA1eLaw.a,RMM 30t M'a YMian
(n Man,R nsxs�nnrL Wllsrc.n.weMeananwar'.
r«era,e.ta Mwa.na.wssa,aa M,�amrwna
ABC Mul iCover - AB 91 89 05 99
This endorsement modifies insurance provided under the followior:
American Business Coverage
Your policy is broadened and clarified as follows:
1. Non Employment Discrimination Liability
Unless Personal Injury or Advertising Injury is
cacludod from this policy, --
A, Section. In - DeL,Stions, Item 17. Personal
Injury it amerxied to include:
Y. Dfscrurtinetlon
B. Section fit - Defiaitlops, Item 2, Advertising
Injury is amended to include;
e. Discrimination
C. Section III - Definitions is amended to in-
clud::
30. hiscrimination means the unlawful carat.
Ment or individuals based on race, color,
ethnic origin, gender, religion, age, or
sexual preference.
D. Section II - Liability Coverage, Part H. Zt-
dusiom, Item Lp Personal Injury or Myer -
using Injury is amended to include;
(11) Arising out of discriminadon directly or
indirectly related to the past employ-
ment, employment or prospective em-
pl0yment of my person or class of
persons by any insurcd; or
(12) Arising out of discrimination directly or
indifectly related to the sate. rental, lease
or sub -lease or prospeccive sale, rental,
lease or sub -lease of any dwelling,
permanent lodging, or prcmiscs by or at
the direction of any insured; or
(13) Arising out of discrimination, if insurence
thueof is prohibited by law; or
(14) Fines, penalties, specific pefformanec, or
injunctions levied or imposed by a go-
vernmental eatity, or governmental code,
law, or statute because of discrimfnatian.
2. Blanket Additional Insured
Section n - LiabAity Coverage, Part L Who Is Ari
Insured, Item 2. is amended to include:
f. Any person or organization that you arc r-
qulmd by a written insured contract to include
as an insured, subject to all of lbe following
provisions:
(1) Coverage is limited to their liability aris.
ing out of:
(a) the ownership, maintenance or ust
of that part of the premises, or land
owned by, rented to, or leased to
you; or
(b) your ongoing operations performed
for that insurcd; or
(c) that insured's financial control of
you; or
(d) the maintenance, operation or use
by you of equipment leased to you
by such persons) or organization(sy
or
Thls Fum must tw u cckd to Clung: Endanunmr when Issued slier rho policy is written.
on, or me rirom9n'3 Fuad tau rows cmtc as roma is Na pokey
sccretsry
,ta91ta 5A
Ynsidoat
Page I of 5
JAN.13.2e05 3:01PM
(e) a state or political subdivision per-
mit issued to you.
(2) Coverage docs not apply to any occur•
rcnce or offense
(a) which took place before the exe-
cudon of, or subsequent to the
completion or expiration of, the
written instvcd contra, or
(b) which takes pjace after you ceaso to
be a tenant in that premises.
(3) With respect to architects, cnginmre, or
surveyors, coverage dues not apply to
Bodily Injury, Property Daseagy per
sonol D&ry or Adrertishrg Injury arising
out of the tendering or the failure to
render any professional services by or for
you including:
(a) The preparing, approving, or failing
to prepare or approve maps, draw-
ings, opinions, reports, surveys,
change orders, designs or specifica-
dons; and
(b) Supervisory, inspection, or engi-
neering services.
If an Additional Insured endorsement is attached
to this policy that specifically rwmes a person or
organization as an insured, then this coverage does
not apply to that person or organisation.
3. Blanket Add;oonal Insured for Vendors
Unless the Producls-Completed operatiam ilaz
and is excluded from this policy, Section u - U.
ability Coreragq Part I. Who Is an Lasered Item
2, is amended to include:
g. Any vendor but only with respect to 136dily
Injury or Property Damage arising out of your
products which are distributed or sold in the
regular course of the vendor's business, sub-
ject to the following additional exclusions;
1. The insurance afforded the vendor docs
not apply to:
a, BuiI4 InJury or Property Danage
for which the vendor is obligated to
pay damages by reason of the
AM" 5-99
ND. 533 P. 3/6
assumption of liability in a coneram
or agreement This exclusion does
not apply to liability for damages
that the vendor would have in the
absence of the contract or agree.
merit;
b. Any express vidrraoty unauthorized
by you;
e. Any physical or chemical change in
the product made intentionally by
The vendor,
d. Repackaging, unless unpacked solely
for the purpose of inspectiou, dem-
onstration, lesnno, or die suhsti.
tution of parts under instructions
from the manufactumr, and then re-
packaged in the original container.
e. Any failure to make such in-
speedons, adjustments, tests or scr-
vicing as the vendor has agreed to
make or normally uodmtakes to
make in the usual course of busi-
ness, in connecxion with the dislrib-
udoe or sale of the products;
L Domonsiration, installation, srr-m-
ing or repair operations, except such
operations performed at the vendor's
premises in connettion with the sale
of the product;
g Products which, ancr distribution
or sale by you, have been labeled or
relabeled or used as a contain. pan
or ingredient of any other thing or
substance by or for the vendor.
2. This insurance does not apply to any in-
sured penon or organization, from
whom you have acquired such products,
or any ingredient, part or conmioer, en-
tering into, accompanying or containing
such products.
If an Additional Insured - Vendor endorsement
is attached to this policy that specifically names a
person or organization as an insured, then dris
coverage does not apply to that person or organ-
izatior..
Page 2 of 5
4. Blanket Waiver of Subrugation
Secdoa III - Liability Coverage, Part IL Liability
and Medial Payments Ganeral Couditionv, is
amended to Include;
6. Transfer of Rights of Recovery Agairm Odr-
crs to us and Blanket Waiver of Subrogadon
a. If the insured has rights to recover all or
pan of any payment we have made under
this Coverage Yore, those rights arc
rramferrcd m us. The insured must do
nothing after loss to impair those rights.
At our request, the insured will bring suit
or InmAfer thane rights m us and help us
enforce them.
b. If required by a written insured cmu-act,
we walve any right of recovery we may
have against any person or organization
because of payments we make for injury
or damage arising out of your operations
or your work for that parsotr or organ-
iiation.
5. 'WoWcned Named insured
Section Il - Liability Coverage, Part L Who Is An
Insured, Item 4. is replaced with:
4. All of your subsidiaries, companies, corpo-
rations, firms, or organizations, as now or
hereafter consritumd, qualify as Named In-
sured under this policy if:
(a) you have the responsibility of placing in-
surgncc for each such entity; and
(b) coverage for the entity is not otherwise
more speeificaliyprovided; and
(c) the entity is incorporated or organiend
under the laws of the United Sates of
Aincrica.
But each entity is insured only while you
own, during rhe policy period, a controlling
interest In such entity of greater than 50% of
the stock or assets. However:
(a) Coverage under this provision is afforded
only until the ed of the policy period,
or the 12 month anniversary of the policy
inception dace, whichever is earlier,
(b) Coverage C does not apply to bodily in-
jury or property damage that occurred
A 991 a9 5-99
NO-5EO P. 4/6
before you acquired or formed the or-
ganization;
(c) Coverage C does not apply to pus"
Injury or advuddng injury arising out of
an offense committed bafbm you ae-
quirrd or formed the organization.
b. Medical Payments
Unless Caverage D. Medical Payments is exeluded
from this policy:
A. Section II - Liability Coverage, Part li. Fat-
duslons, Item 2.r. is'replaced with:
f. Included within the prodocts.campleted
operation harard. Ykwever, this exclu.
sion does not apply to aspnases for den,
tal services.
B. Section U - Liability Coverage, Pert G. Cuv-
crage, Itan 2., is amended to include:
c. Covern^e D. Medical Payments is pri-
mary and not contributing with any
other insuraoce, even if that other mauti
aria is primary also.
7. Tenant's Legal Liability
A. Section III - Liability Coverage, Part !- Li.
ability and Medical Payments Limits or ln-
arrnrwr, Item 3. is replaced with:
3. The most we will pay under Coverage C
- Uability for damages because of prop-
erty damage to premises while rented to
You, temporarily occupied by you with
the permission of the owner, or managed
by you under a wrim n aarcon9pm with
the owner:
a. arising out of any Covered Cause of
Lou shall be the greaser of.
(1) 31,000,000;or
(2) The Tenant's Legal Liability
limit shown in the Declarations.
S. Cbarlerod Aircraft
Section II • Liability Coverage, Coverage C, Pari
IL Exclusions, Item I.S. is amended to include:
(5) An aircraft in which you have no ownership
Interest and that you have chattered with
crew.
Pagc 3 of 5
JPV.10.2005 3-E2PM
4. Coverage Territory Bruadencd
Section III - Detinitioas, Item Sa. is replaced vrith;
L The United States of America (including its
territories and poa=sions? Puerm Rico, Ca-
nada. Bermuda, the Baharoas, the Cayman
Islands and the British Virgin Islands.
10. Broadened Advertising Drury
Unless Adverliaing Injury is excluded from this
policy.
A. Section 10 - Definitions, Item 2. is replaced
with:
2. Advertising IDylury nwaos injury arising
out of ane or more of the following of
fenses:
a. Oral, written, televised or videotaped
publication of material that slanders
or libels a person or organization or
disparages a person's or organiza-
tion's goods, products or servims;
b. Oral, written, televised or videotaped
publication of material that violates
a person's right of privacy;
c. Misappropriation of advertising
ideas or style of doing business; or
d. Infringement of trademark copy-
right, title or slogan.
B. Section II - UabDih Coverage, Coverage C,
Port H. riwin,losu.Items I,p.(I) and (2) am
replaced widr
(I) Arising out of oral, written, retavised or
videomped publication of material. if
done by or at the dirccrioo of the insured
with knowledge of its falsity;
(2) Arising out of oral, written, televised or
videotaped publication of material whose
first publication took place before the
beginning of the policy period;
11, Broadened Peimnal Injury
Unless Personal Injury is excluded from this pol-
icy, Section III - Ptroperty, Liability and Medical
no -5W R.5,6
Payments Delnitiuns, Items 17.b., d. and a are
raplsccd with:
b. Malicious prosecution or abuse of process;
d. Oral, w•rioen. televised or videotaped publica-
tion of marenal that slanders or libels a person
or organization or disparages a person's or
orgenizerion's goods, products or services:
e. Oral, wrinsn, televised or videotaped publica-
tion of material that violates a person's right
of privacy;
12. Broadened Penunol or Advertising Injury
Unless Personal Injury or Advertising Irpry is
excluded from this policy, Section II • Liability
Coverage, Coniruge C, Part H. Exeluslorq Item
1.p.(4) Lxcluslom Is deleted in its entirely.
13, billow Employees Coverage
Sectlon 11 - Usbility Coverage, Pats L Whe L an
Imnred. Item 2.a(1) is amended as Follows:
(1) Personal Injury 10 you or 10 a co•omployx
while in the course of his or her employment,
or the spouse, child, ferns, embryo, parent,
brother, sister or any member of rhe house-
hold of that employee or co -employee as a
consequence of such Personal Injury, or for
any obligation to sham damages with or repay
someone else who must pay damages because
of the Injury. or
M. Meatal Angulsh Is Included in Bodily Injury
Section III - Definldom, liem 4. is replaced with:
4. Bodily injury means bodily Injury, sickness or
disease sustained by a person. Ic includes
death or mental anguish which result at any
time from such physical harm, physical sick-
ness or physical disease. Meatal anguish me-
ans any type of mental or emotional illness
or disease.
15. Unintentional rAilurr to Disclose Hazards
Section H - Liability Coverage, Part K. Liability
and Medical Payments Generul Cwtdidons, is
amended to include:
A99ta9 Mo
Page 4 of 5
:PM.10.2005 3:02PM N0.583 P.rls
0. Unintentional Failure to Disclose Kazards
If you unintentionally fail to disclose any ha-
zards existing at the inception date of your
policy, we will not deny coverage under this
CovmSe Form because of such railum
However, this provision does not affect our
right to collect additional premium or excroise
our right of cancellation or non-rcmewol.
I6. Supplementary Paymcnis, Increase limits
Section 11 - Liability Cavcmge, Parr G. Coverage,
Items I.t. (2) and (4) arc replaced with;
(2) The cost of bait bonds required because of
accidents or traffic law violations arising out
of the use of any vehicle to which the Bodily
Injury Uabriity Coverage applies. We do not
have to furnish these bonds.
(4) All reasonable mpenses incurred by' the in-
sured at our request to assist us in the inves-
tigation or defenst of the claim or suit
including substantiated loss of carvings up to
$51x1 a day because of time off work.
17. Per location Aggregate
A. Section 11 - Liability, C01M.19c, Part J- Limits
of Insurance. Item 4. is amended to include:
The Aggregate Limit of Insurance applies se-
parutely to each location owned by you,
named to you. or occupied by you with the
permission of the owner.
B. Section 177 - Property, Liability and Medical
Payments Definitions, is amended to include:
31. Location tncans premises involving the
same or eonnxting Iota, or premises
whose connection is interrupted only by
a street, roadway, waterway or right-of-
way of railroad.
18. Amended Autfes in the Event of ait Otxaxrrenco,
Offers* Claim or Suit
Section A • Liability Ct rerage, Part 1C Liability,
and Medical Payments Geoetat Conditions, Items
2.a- and b. are replaced with-.
R- In the event of an occurrence, ofrense, claim,
or mit, you must promptly notify us, Your
duty to promptly norify us is effective when
your executive officers, partners, members, or
0a I99.199
legal reptesenizares are aware of the General
Liability occurrence, offense, claim, or coil.
Knowledge of an occurrence. offense, claim,
or suit by ober employee(s) does not imply
you also have such knowledge.
b. To the extent possible, notice to us should
include:
(1) How, when and where the ovxurrance or
offense took place;
(2) The names, addresses, and telephone
numbers of any injured persons anal wit-
nesses; and
(3) The nature and location of ary injury or
damage arising out of the occurrence, of-
fMU, Claim, or suit.
19. Common Policy Conditions (AB 00 09 A 01 37),
Part H. Oflaer lnsuraect, Item 2. is replaced with:
2- Coverage C - Liability
If other valid and collectibk insurance is
available to any insured for a loss we cover
under Covcragc C of this Coverage Pan our
obligarions are limited as follows:
a. The insurance provided under, this policy
is primary ifyou arc required by a written
insured contract to include any person
or organization as an insured, but only
with respect to that insurcd's liability
arising out of the owncrahip, mainto-
narlce, or use of that part of the premises
owned by or rented to you, or your work
fru that insured by or for you. Any other
insurance available to that person or or-
ganisation is excess and nnnecauribuiory
with this insurance. or.
b. Except for the circumstance described in
2.a., above, the insurance provided under
this policy is execss over any other li-
ahifity insurance available to any insured
whether such other insurance is wriaen
as primary, excess, contingent or any
other basis. An exception applies when
any insured specifically has purchased
excess insurance to apply in excess of the
limits of insuro cc shown in the Decla-
rations of this Coverage Pan for Cover-
age C.
All other terms and conditions of the policy apply
Page 5 of 5
October 24, 2007 Council Adoption: 10/23/07
RECEIVED Mayor Approval:
TO: MAYOR ALAN AUTRY Mayor Veto:
Q� Override Request:
FROM: REBECCA E. KLISCH,►CI41C ���1 !d�l'� —5 PM 3 20
City Clerk CITY CLERK, FRESNO C"
SUBJECT: TRANSMITTAL OF COUNCIL ACTION FOR APPROVAL OR VETO
At the Council meeting of 10/23/07, Council took legislative action entitled Appv consultant
svcs agrmnt w/Liebert Cassidy Whitmore, employment law training, Item No. 11-1, by
the following vote:
Ayes Calhoun, Dages, Duncan, Sterling, Westerlund, Xiong, Perea
Noes None
Absent None
Abstain None
Please indicate either your formal approval or veto by completing the following sections and
executing and dating your action. Please file the completed memo with the Clerk's office on
or before November 5, 2007. In computing the ten day period required by Charter, the first
day has been excluded and the tenth day has been included unless the 10th day is a
Saturday. Sunday, or holiday, in which case it has also been excluded. Failure to file this
memo with the Clerk's office within the required time limit shall constitute approval of the
ordinance, resolution or action, and it shall take effect without the Mayor's signed approval.
Thank you.
(2APPROVED:
VETOED for the following reasons: (Written objections are required by Charter; attach
additional sheets if necessary.)
, Mayor
COUNCIL OVERRIDE
Ayes
Noes
Absent
Abstain
Date: ll I c��0i
Date: