HomeMy WebLinkAboutReading and Beyond, Service Agreement 09.19.2022DocuSign Envelope ID: FF2DE546-3C6E-41FB-8COA-BDB4099CDB65
SERVICE AGREEMENT
CITY OF FRESNO, CALIFORNIA
THIS AGREEMENT is made and entered into, effective on 9/19/2022
by and between the CITY OF FRESNO, a California municipal corporation (City), and
Reading and Beyond, a California non-profit corporation (Service Provider).
RECITALS
WHEREAS, City desires to obtain outreach implementation services for the Measure P
Cultural Arts Plan (Project); and
WHEREAS, Service Provider is engaged in the business of furnishing such services as
a non-profit organization with a mission to: "Empower children and families to achieve
productive, self-reliant lives" and hereby represents that it desires to and is professionally
and legally capable of performing the services called for by this Agreement; and
WHEREAS, Service Provider acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107; and
WHEREAS, this Agreement will be administered for City by its PARCS Director
(Administrator) or 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. Service Provider 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 May 31, 2023 subject to any earlier termination in accordance
with this Agreement. The services of Service Provider 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.
3. Compensation.
(a) Service Provider's sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total
fee not to exceed $46,564, paid on the basis of the rates set forth in the
schedule of fees and expenses contained in Exhibit A. Such fee includes
all expenses incurred by Service Provider in performance of the services.
(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.
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(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 Service
Provider'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. Service Provider shall not be entitled to any
additional compensation if services are performed prior to a signed written
amendment.
4. Termination Remedies and Force Maleure.
(a) This Agreement shall terminate without any liability of City to Service
Provider upon the earlier of: (i) Service Provider's filing for protection under
the federal bankruptcy laws, or any bankruptcy petition or petition for
receiver commenced by a third party against Service Provider; (ii) seven
calendar days' prior written notice with or without cause by City to Service
Provider; (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, Service
Provider 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 Service Provider that are owned by City. Subject to the terms
of this Agreement, Service Provider shall be paid compensation for services
satisfactorily performed prior to the effective date of termination. Service
Provider 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 Service Provider 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 Service Provider, nor
shall such payment impair or prejudice any remedy available to City with
respect to the breach.
(d) Upon any breach of this Agreement by Service Provider, 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) Service Provider shall provide City with adequate written assurances of
future performance, upon Administrator's request, in the event Service
Provider fails to comply with any terms or conditions of this Agreement.
(f) Service Provider shall be liable for default unless nonperformance is caused
by an occurrence beyond the reasonable control of Service Provider 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. Service Provider 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 and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by Service
Provider pursuant to this Agreement shall not be made available to any
individual or organization by Service Provider without the prior written
approval of the Administrator. During the term of this Agreement, and
thereafter, Service Provider 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 Service
Provider 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. Service Provider shall not permit the reproduction or use
thereof by any other person except as otherwise expressly provided herein.
(c) If Service Provider should subcontract all or any portion of the services to
be performed under this Agreement, Service Provider shall cause each
subcontractor to also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this Agreement.
6. Level of Skill. It is further mutually understood and agreed by and between the
parties hereto that inasmuch as Service Provider represents to City that Service
Provider and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said industry necessary to perform
the services agreed to be done by it under this Agreement, City relies upon the
skill of Service Provider and its subcontractors, if any, to do and perform such
services in a skillful manner and Service Provider agrees to thus perform the
services and require the same of any subcontractors. Therefore, any acceptance
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of such services by City shall not operate as a release of Service Provider or any
subcontractors from said industry and professional standards.
7. Indemnification. To the furthest extent allowed by law, Service Provider 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 Service Provider, its
principals, officers, employees, agents, or volunteers in the performance of this
Agreement.
If Service Provider should subcontract all or any portion of the services to be
performed under this Agreement, Service Provider 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, Service Provider shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which
is incorporated into and part of this Agreement, with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner
to do business in the State of California and rated no less than "A-VII" in the
Best's Insurance Rating Guide, or (ii) as may be authorized in writing by
City's Risk Manager or designee at any time and in its sole discretion. The
required policies of insurance as stated in Exhibit B shall maintain limits of
liability of not less than those amounts stated therein. However, the
insurance limits available to City, its officers, officials, employees, agents,
and volunteers as additional insureds, shall be the greater of the minimum
limits specified therein or the full limit of any insurance proceeds to the
named insured.
(b) If at any time during the life of the Agreement or any extension, Service
Provider 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
Service Provider 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 Service Provider 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
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commenced proceedings, or has had proceedings commenced against it,
indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by Service Provider shall not be deemed
to release or diminish the liability of Service Provider, 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 Service
Provider. Approval or purchase of any insurance contracts or policies shall
in no way relieve from liability nor limit the liability of Service Provider, its
principals, officers, agents, employees, or persons under the supervision of
Service Provider, vendors, suppliers, invitees, consultants, sub -consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
(d) Upon request of City, Service Provider 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 Service Provider should subcontract all or any portion of the services to
be performed under this Agreement, Service Provider shall require each
subcontractor/sub-consultant to provide insurance protection, as an
additional insured, to the 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 Service Provider and City prior to the commencement of any services
by the subcontractor. Service Provider and any subcontractor/sub-
consultant shall establish additional insured status for City, its officers,
officials, employees, agents, and volunteers by using Insurance Service
Office (ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG
20 37 10 01 or by an executed manuscript company endorsement providing
additional insured status as broad as that contained in ISO Form CG
20 10 11 85.
9. Conflict of Interest and Non -Solicitation.
(a) Prior to City's execution of this Agreement, Service Provider shall complete
a City of Fresno conflict of interest disclosure statement in the form as set
forth in Exhibit C. During the term of this Agreement, Service Provider shall
have the obligation and duty to immediately notify City in writing of any
change to the information provided by Service Provider in such statement.
(b) Service Provider 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
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and disqualification (2 California Code of Regulations Section 18700 et.
seq.). At any time, upon written request of City, Service Provider shall
provide a written opinion of its legal counsel and that of any subcontractor
that, after a due diligent inquiry, Service Provider and the respective
subcontractor(s) are in full compliance with all laws and regulations.
Service Provider 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,
Service Provider shall immediately notify City of these facts in writing.
(c) In performing the work or services to be provided hereunder, Service
Provider 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) Service Provider 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) Service Provider and any of its subcontractors shall have no interest, direct
or indirect, in any other contract with a third party 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, Service Provider shall remain responsible for complying with
Section 9(a), above.
(f) If Service Provider should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, Service
Provider 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 Program. In the event Service Provider maintains an office or operates
a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, Service Provider at its sole cost and
expense shall:
(a) 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 Solid Waste Management Division and by calling City of Fresno
Recycling Hotline at (559) 621-1111.
(b) 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.
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(c) 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 designee.
(b) Records of Service Provider'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 Service Provider pertaining to
the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If
any litigation, claim, negotiations, audit or other action is commenced before
the expiration of said time period, all records shall be retained and made
available to City until such action is resolved, or until the end of said time
period whichever shall later occur. If Service Provider should subcontract
all or any portion of the services to be performed under this Agreement,
Service Provider shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration
or termination of this Agreement.
(c) Prior to execution of this Agreement by City, Service Provider shall have
provided evidence to City that Service Provider is licensed to perform the
services called for by this Agreement (or that no license is required). If
Service Provider should subcontract all or any portion of the work or
services to be performed under this Agreement, Service Provider 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, Service Provider 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, Service Provider agrees as follows:
(a) Service Provider 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
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under any program or activity made possible by or resulting from this
Agreement.
(b) Service Provider 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. Service Provider 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 Service Provider'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. Service
Provider agrees to post in conspicuous places, available to employees and
applicants for employment, notices setting forth the provision of this
nondiscrimination clause.
(c) Service Provider will, in all solicitations or advertisements for employees
placed by or on behalf of Service Provider 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) Service Provider 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 Service Provider's commitment under this section and
shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
(e) If Service Provider should subcontract all or any portion of the services to
be performed under this Agreement, Service Provider shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, Service Provider is
acting solely as an independent contractor. Neither Service Provider, 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 Service Provider shall perform its work and functions. However,
City shall retain the right to administer this Agreement so as to verify that
Service Provider is performing its obligations in accordance with the terms
and conditions thereof.
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(b) This Agreement does not evidence a partnership or joint venture between
Service Provider and City. Service Provider shall have no authority to bind
City absent City's express written consent. Except to the extent otherwise
provided in this Agreement, Service Provider shall bear its own costs and
expenses in pursuit thereof.
(c) Because of its status as an independent contractor, Service Provider and
its officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to City employees. Service
Provider 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, Service
Provider shall be solely responsible, indemnify, defend and save City
harmless from all matters relating to employment and tax withholding for
and payment of Service Provider'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, Service Provider may be providing services to others unrelated
to City or to this Agreement.
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. Assignment.
(a) This Agreement is personal to Service Provider and there shall be no
assignment by Service Provider of its rights or obligations under this
Agreement without the prior written approval of the City Manager or
designee. Any attempted assignment by Service Provider, its successors
or assigns, shall be null and void unless approved in writing by the City
Manager or designee.
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(b) Service Provider hereby agrees not to assign the payment of any monies
due Service Provider 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 Service Provider directly to Service Provider.
17. Compliance With Law. In providing the services required under this Agreement,
Service Provider 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.
18. 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. Governing 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.
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
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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 flow to the interest of any third parties.
28. Extent of A reement. 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 Service Provider.
29. The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of
authority must be expressly included in the Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
❑ocuS�gned by:
Aaron guR're, Director
PARCS
APPROVED AS TO FORM:
RINA M. GONZALES
InterimUy Attorney
By: Wi (AL 9/19/2022
Kris i VTas'a Date
Senior Deputy City Attorney
ATTEST:
TODDpST{ERMER, CMC
City I r 19ned by:
By: a, Pay & 9/19/2022
Date
Deputy
Addresses:
CITY:
City of Fresno
Attention: Aaron Aguirre, Director
1515 Divisadero Street
Fresno, CA 93721
Phone: (559) 261-2900
Reading and Beyond, a non-profit
corporqiopgned by:
By: SAJA,o r#- 0.6in,s
Name: Sandra Flores
Title: CEO
(If corporation or LLC., Board Chair,
.V Pres.)
By: (t.S!,t.t7 FAA'6IA U
Name: Lesley Fairburn
Title: controller
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Service Provider:
Reading and Beyond
Attention: Sandra Flores, CEO
4670 E. Butler Avenue
Fresno, CA 93702
Phone: (559)342-8600
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
-12-
ALL-B GSP Agt Total Fee (05-2022)
DocuSign Envelope ID: FF2DE546-3C6E-41 Fl3-8C0A-13Dl34099CDl365
EXHIBIT A
SCOPE OF SERVICES
Service Agreement between City of Fresno
and Reading and Beyond
Outreach Implementation Services for the Measure P Cultural Arts Plan
ALL-13 GSP Agt Total Fee (05-2022)
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DocuSign Envelope ID: FF2DE546-3C6E-41FB-8COA-BDB4099CDB65
EXHIBIT B
INSURANCE REQUIREMENTS
Service Agreement between City of Fresno (City)
and Reading and Beyond (Service Provider)
Outreach Implementation Services for the Measure P Cultural Arts Plan
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage for
"bodily injury," "property damage" and "personal and advertising injury" with
coverage for premises and operations (including the use of owned and non -
owned equipment), products and completed operations, and contractual
liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance or
use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall provide
coverage for all owned, hired, and non -owned automobiles or other licensed
vehicles (Code 1- Any Auto). If personal automobile coverage is used, the
CITY, its officers, officials, employees, agents and volunteers are to be
listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to
SERVICE PROVIDER'S profession.
MINIMUM LIMITS OF INSURANCE
SERVICE PROVIDER, or any party the SERVICE PROVIDER subcontracts with, shall
maintain limits of liability of not less than those set forth below. However, insurance limits
available to CITY, its officers, officials, employees, agents and volunteers as additional
insureds, shall be the greater of the minimum limits specified herein or the full limit of any
insurance proceeds available to the named insured:
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DocuSign Envelope ID: FF2DE546-3C6E-41FB-8COA-BDB4099CDB65
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions) appropriate to the
Service Provider's profession:
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event SERVICE PROVIDER 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). In
addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and
non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents
and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
SERVICE PROVIDER shall be responsible for payment of any deductibles contained in
any insurance policy(ies) required herein and SERVICE PROVIDER shall also be
responsible for payment of any self -insured retentions. Any deductibles or self -insured
retentions must be declared to on the Certificate of Insurance, 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:
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DocuSign Envelope ID: FF2DE546-3C6E-41FB-8COA-BDB4099CDB65
(i) The insurer shall reduce or eliminate such deductibles or self -insured
retentions as respects CITY, its officers, officials, employees, agents
and volunteers; or
(i) SERVICE PROVIDER 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 PROVISIONSIENDORSEMENTS
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. SERVICE PROVIDER shall establish
additional insured status for the City and for all ongoing and completed
operations by use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and
CG 20 37 10 01 or by an executed manuscript insurance company
endorsement providing additional insured status as broad as that contained
in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to CITY, its officers, officials, employees, agents and volunteers.
Any available insurance proceeds in excess of the specified minimum limits
and coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, SERVICE PROVIDER'S
insurance coverage shall be primary insurance with respect to the CITY, its
officers, officials, employees, agents and volunteers. Any insurance or self-
insurance maintained by the CITY, its officers, officials, employees, agents
and volunteers shall be excess of SERVICE PROVIDER'S insurance and
shall not contribute with it. SERVICE PROVIDER shall establish primary
and non-contributory status by using ISO Form CG 20 01 04 13 or by an
executed manuscript insurance company endorsement that provides
primary and non-contributory status as broad as that contained in ISO Form
CG 20 01 04 13.
The Workers' Compensation insurance Polic is to contain, or be endorsed to contain, the
following provision: SERVICE PROVIDER and its insurer shall waive any right of
subrogation against CITY, its officers, officials, employees, agents and volunteers.
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DocuSign Envelope ID: FF2DE546-3C6E-41 FB-8COA-BDB4099CDB65
If the Professional Errors and Omissions insurance policy is written on a claims -made
form:
The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by SERVICE PROVIDER.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the Agreement work or
termination of the Agreement, whichever occurs first, or, in the alternative,
the policy shall be endorsed to provide not less than a five (5) year discovery
period.
3. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of
the Agreement or the commencement of work by SERVICE PROVIDER,
SERVICE PROVIDER must purchase "extended reporting" coverage for a
minimum of five (5) years completion of the Agreement work or termination
of the Agreement, whichever occurs first.
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 herein shall be endorsed to provide that the coverage
shall not be cancelled, non -renewed, reduced in coverage or in limits except after thirty
(30) calendar days written notice by certified mail, return receipt requested, has been
given to CITY. SERVICE PROVIDER is also responsible for providing written notice to
the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or
agent of a notice of cancellation, non -renewal, or reduction in coverage or in limits,
SERVICE PROVIDER 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, SERVICE PROVIDER shall provide a new certificate, and
applicable endorsements, evidencing renewal of such policy not less than fifteen (15)
calendar days prior to the expiration date of the expiring policy.
Should any of these policies provide that the defense costs are paid within the Limits of
Liability, thereby reducing the available limits by defense costs, then the requirement for
the Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by SERVICE PROVIDER shall not be deemed to
release or diminish the liability of SERVICE PROVIDER, including, without limitation,
liability under the indemnity provisions of this Agreement. The policy limits do not act as
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DocuSign Envelope ID: FF2DE546-3C6E-41FB-8COA-BDB4099CDB65
a limitation upon the amount of indemnification to be provided by SERVICE PROVIDER.
Approval or purchase of any insurance contracts or policies shall in no way relieve from
liability nor limit the liability of SERVICE PROVIDER, its principals, officers, agents,
employees, persons under the supervision of SERVICE PROVIDER, vendors, suppliers,
invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or
indirectly by any of them.
VERIFICATION OF COVERAGE
SERVICE PROVIDER 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. All
non -ISO endorsements amending policy coverage shall be executed by a licensed and
authorized agent or broker. Upon request of CITY, SERVICE PROVIDER 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.
SUBCONTRACTORS
If SERVICE PROVIDER should subcontract all or any portion of the services to be
performed under this Agreement, SERVICE PROVIDER shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated herein and
SERVICE PROVIDER shall ensure that CITY, its officers, officials, employees, agents
and volunteers are additional insureds. The subcontractors' certificates and
endorsements shall be on file with SERVICE PROVIDER and CITY prior to the
commencement of any work by the subcontractor.
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DocuSign Envelope ID: FF2DE546-3C6E-41FB-8COA-BDB4099CDB65
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Outreach Implementation Services for the Measure P Cultural Arts Plan
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of its
❑
❑x
agents?
2
Do you represent any firm, organization, or person who is in litigation
❑
x❑
with the City of Fresno?
3
Do you currently represent or perform work for any clients who do
❑
❑x
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 City
❑
❑x
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
❑
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:
Additional page(s) attached.
�Aankx F(.Ovt,S
Signa ure
9/16/2022
Date
Sandra Flores
Name
Reading and Beyond
Company
Reading and Beyond
Address
4670 E. Butler, Fresno CA 93722
City, State, Zip
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