Loading...
HomeMy WebLinkAboutBob Murray & Associates - Consultant Agreement - 12-7-2022L/UI.UJlylI CI IVCIUFIC IV, yL/OI4l..y-UVyJ-4I11 D-0/1y L/-.`7L//JJ4li/ADVMC AGREEMENT CITY OF FRESNO, CALIFORNIA CONSULTANT SERVICES THIS AGREEMENT is made and entered into. effective on lz)-1 I -Ll— by and between the CITY OF FRESNO, a California municipal corporation (the City), and Bob Murray & Associates, [a California Corporation]] (the Consultant). RECITALS WHEREAS, the City desires to obtain professional [recruitment] services for [independent Reviewer] (Project); and WHEREAS, the Consultant is engaged in the business of furnishing services as a [executive recruiter and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, the Consultant acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and WHEREAS, this Agreement will be administered for the City by its City Manager (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. The Consultant shall perform to the satisfaction of the 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 1, 2024], subject to any earlier termination in accordance with this Agreement. The services of the 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. 3. Compensation. (a) The Consultant's compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total fee not to exceed [$25,000.00], 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 the City business. The City shall not be obligated to reimburse any expense for -1- ALL-S GCS Agt Not to Exceed (04-2022)/CAO 11/29/22 L/UVU01 II CI IVviLyt: IU, yL/O/O-O/iyV-y L//:JJ'Fl�/1�y/1C 4. 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 the 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. The Consultant shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. Termination, Remedies and Force Mai ure. (a) This Agreement shall terminate without any liability of the City to the Consultant upon the earlier of; (i) the Consultant's filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Consultant; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) the 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, the Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid compensation for services satisfactorily performed prior to the effective date of termination. The 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 the Consultant to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City's damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the Consultant, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach. (d) Upon any breach of this Agreement by the Consultant, the 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 the City improperly terminated this -2- ALL-S GCS Agt Not to Exceed (04-2022)/CAO 11/29/22 UVI.UJIIJ.II CI I Vulupt: IU. ve 10 1 C-OMVU-Z2LJf '#IJMC.7MC Agreement for default, such termination shall be deemed a termination for convenience. (e) The Consultant shall provide the City with adequate written assurances of future performance, upon Administrator's request, in the event the Consultant fails to comply with any terms or conditions of this Agreement. (f) The Consultant shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The 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 and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant without the prior written approval of the Administrator. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the 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 the 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 the City. (b) Any and all writings and documents prepared or provided by the Consultant pursuant to this Agreement are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant 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. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as the Consultant represents to the City that the Consultant and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform -3- ALL-S GCS Agt Not to Exceed (04-2022)/CAO 11 /29/22 UUUU,Dlyl I GI IVCIUpC ILJ. . Z 1 0 1 D-OM.7LI-yU l JJ'#I�MOJMC the services agreed to be done by it under this Agreement, the City relies upon the skill of the Consultant and any subcontractors to do and perform such services in a skillful manner and the Consultant agrees to thus perform the services and require the same of any subcontractors, Therefore, any acceptance of such services by the City shall not operate as a release of the Consultant or any subcontractors from said professional standards. 7. Indemnification. To the furthest extent allowed by law, the Consultant shall indemnify, hold harmless and defend the 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 and cost to enforce this agreement) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of the Consultant, its principals, officers, employees, agents, or volunteers in the performance of this Agreement. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor to indemnify, hold harmless and defend the 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, the Consultant 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 the 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 the 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, the Consultant or any of its subcontractorslsub-consultants 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 the Consultant shall be withheld until notice is received by the 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 the City. Any failure to maintain the required insurance shall be sufficient -4- ALL-S GCS Agt Not to Exceed (04-2022)ICAO 11/29/22 wuuuol II CIIVCIUpC 1V. VL!O1'iliz7-VOZ7J-'#H! O-OF1yU-VLJ/00-+%.11O�MC cause for the City to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Consultant of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by the 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 the Consultant shall not be deemed to release or diminish the liability of the Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify the 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 the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly by any of them. (d) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant 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 the Consultant and the City prior to the commencement of any services by the subcontractor. The Consultant and any subcontractor/sub-consultant shall establish additional insured status for the City, its officers, officials, employees, agents, and volunteers by using Insurance Service Office (ISO) Form CG 2010 11 85 or both CG 20 101001 and CG 20 37 1001 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 the City's execution of this Agreement, the Consultant 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, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement. (b) The 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 -5- ALL-S GCS Agt Not to Exceed (04-2022)/CAO 11/29/22 UUI.0 J I y I I GI IVCIUf U IV. UZIOI4l.�-UV.7J-4/'1!D-OM.7 U-yU/:lJ4lJHD.7/-1C and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of the City, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. The 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, the Consultant shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the 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) The 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 the Consultant, nor any of the 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. The Consultant 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, the Consultant shall remain responsible for complying with Section 9(b), above. (f) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the 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 Program. In the event the Consultant 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, the Consultant at its sole cost and expense shall: (a) Immediately establish and maintain a viable and ongoing recycling program, approved by the City's Solid Waste Management Division, for each office and facility. Literature describing the City recycling programs is available from the City's Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111. -6- ALL-S GCS Agt Not to Exceed (04-2022)/CAO 11/29/22 L/VI.U,ZiY1I CIIVCIVyC IU..'7L1 0 D-OMUU-y Lll JJ`#I�MDJMC (b) Immediately contact the 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. (c) Cooperate with and demonstrate to the satisfaction of the City's Solid Waste Management Division the establishment of the recycling program in paragraph (a) above and the ongoing maintenance thereof. 11. General Terms. (a) Except as otherwise provided by law, all notices expressly required of the 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 the Consultant's expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the 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 the Consultant 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 the City until such action is resolved, or until the end of said time period whichever shall later occur. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant 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 the City, the Consultant shall have provided evidence to the City that the Consultant is licensed to perform the services called for by this Agreement (or that no license is required). If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require each subcontractor to provide evidence to the 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, the 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, the Consultant agrees as follows: -7- ALL-S GCS Agt Not to Exceed (04-2022)/CAO 11/29/22 UUI.UJIIJ. II CI Ivwuyt1 IU.7L 10 141'S-UVyJ-4M l D-OM.`7U-.7U/JJ4liMD.'7MC (a) The 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) The 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. The 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 the 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. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the 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) The 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 the Consultant's commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant 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, the Consultant is acting solely as an independent contractor. Neither the Consultant, nor any of its -8- ALL-S GCS Agt Not to Exceed (04-2022)/CAO 11/29/22 L/UI.UolylI CI IVCIUFIe IV. UGl OID-OMUU-5Uf 0.3-K.MDJMC officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that the 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 the Consultant and the City. The Consultant shall have no authority to bind the City absent the City's express written consent. Except to the extent otherwise provided in this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, the Consultant and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. The 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, the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the 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 the City employment benefits, entitlements, programs and/or funds offered employees of the 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, the Consultant may be providing services to others unrelated to the 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. -9- ALL-S GCS Agt Not to Exceed (04-2022)ICAO 11/29/22 uuuuolyIl CI IvtNul v lu. Z21 r 0 I'41.i.7-UU.7J-•FMr O-O/1yu-.7u r:JJYliP1o.7Mc 16. Assignment. (a) This Agreement is personal to the Consultant and there shall be no assignment by the Consultant of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) The Consultant hereby agrees not to assign the payment of any monies due the Consultant from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies), The City retains the right to pay any and all monies due the Consultant directly to the Consultant. 17, Compliance With Law. In providing the services required under this Agreement, the Consultant shall at all times comply with all applicable laws of the United States, the State of California and the 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. Attorneys 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, -10- ALL-S GCS Agt Not to Exceed (04-2022)/CAO 11/29/22 VVI.UJIIy.II CI Ivt:lLyU 1U. UL/O J141.U-VVU0-'-F/1/ D-ONyLI-UV/ V0'#1-/10VMr- 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 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 the City and the Consultant. 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.] -11- ALL-S GCS Agt Not to Exceed (04-2022)/CAO 11/29/22 uuuu JIIJ.II CIIVCIUyt_ IU. Z21-/0 141.7-UV 5J-'tH 1 D-0H.7U-.'7LI/JJYI..HDVMF_ 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 cor at-ation By: [TJ Miller],.--'- [Assistant'Gity.-Mllanager] No signature of City Attorney required. Standard Document ALL-S GCS Agt Not to Exceed (04-2022) has been used without modification, as. -certified by the undersigned. r' By: [TJ MillZr [Assistant-Uty-Manager] ATTEST: TODDppST((ERMER, CMC City GI[TocLSEgned by: By: � i�na 12/7/2022 Deputy Addresses: CITY: City of Fresno Attention: [TJ Miller], [Assistant City Manager] [2600 Fresno Street] Fresno, CA [93721] Phone: (559) [621-7773] E-mail: [tj.miller@fresno.gov] [GVP VENTURES, INC.], [A California Corporation dba Bob Murray & Associates] Name: / - =--~" /' ^ - �' = Title: presi)j(t (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By:, au Name:j f� _ Title: V E , (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Any Applicable Professional License: Number: Name. Date of Issuance: CONSULTANT: [Bob Murray & Associates] Attention: [Valerie Gaeta Phillips], [President] [1544 Eureka Road, suite 2801 [Roseville, CA 95661 Phone: [(916) 784-9080] E-mail: [apply@bobmurrayassoc.com] Attachments: 1. Exhibit A - Scope of Services 2. Exhibit B - Insurance Requirements 3. Exhibit C - Conflict of Interest Disclosure Form -12- ALL-S GCS Agt Not to Exceed (04-2022)ICAO 11/29/22 UUUU0Iy1i CI IVCIUyC IU..7LlOI`h1..7-UV5J-'hh1lD-�/'1."iU-7Ul:lJ4li F1D.7FiC EXHIBIT A SCOPE OF SERVICES Consultant Service Agreement between City of Fresno (the City) and [Bob Murray & Associates] (the Consultant) [Independent Reviewer Recruitment THE RECRUITMENT PROCESS Bob Murray & Associates' recruiters are specialists in finding a positive placement, providing security and fairness to candidates and clients while ensuring the integrity of the search process. We understand that superlative recruiting for the Independent Reviewer will lead to superlative results for the City of Fresno. Outlined below are the steps in our proven recruitment process, refined through our 30+ years of experience in executive search. STEP 1 DEVELOP THE CANDIDATE PROFILE Our understanding of the City of Fresno's needs will be key to a successful search. Joel Bryden and Bryan Hill will meet with the City Manager and key stakeholders to learn as much as possible about the ideal candidate for the Independent Reviewer position. We want to become familiar with the values and culture of the organization, as well as to understand the current and future issues, challenges, and opportunities in the City of Fresno. Mr. Bryden and Mr. Hill will review and help define the City Manager's wish -list regarding the ideal candidate's personality, management style, knowledge, skills, and abilities and will work with the City Manager to identify expectations regarding education and experience. The City Manager and Mr. Bryden and Mr. Hill will discuss compensation, benefits, and other key information necessary to ensure that outstanding candidates are attracted to this opportunity. The profile we develop together at this stage will drive subsequent recruitment efforts. Optional Service: Community and Staff Involvement We find that many of our clients value a recruitment process that opens the opportunity for community members, business leaders, organization representatives, and employees to provide input regarding the ideal candidate. Our recruiters are skilled in designing and facilitating forums, town hall meetings, and online surveys that allow equitable involvement from a variety of constituencies and in consolidating feedback into a cohesive narrative of common themes. If the City of Fresno so desires, we will work with the City Manager to create a customized community and/or staff input process. STEP 2 DESIGN/DISTRIBUTE BROCHURE AND ADVERTISEMENTS and your dedicated Recruitment Coordinator will use the candidate profile developed with the City Manager to create a professional recruitment brochure, with the assistance of our professional graphic designer. The four -page, full -color brochure will describe the community, organization, position, ideal candidate, and compensation and will include ALL-S GCS Agt Not to Exceed (04-2022) Page 1 of 7 UUI.UJ I y II CI IVVIVptC IU..7410 I'+lr -UVyJ-'+M1 D-OF1yU-Z2U I U0'41..MD0f1C pictures provided by the City of Fresno that you feel best represent your organization and your community. Upon your approval, Mr. Bryden and Mr. Hill will send the brochure by postal mail and email to a targeted audience, personally inviting potential candidates to apply for the Independent Reviewer position. We will also place the recruitment brochure on our website, which attracts over 11,000 unique hits weekly and is a trusted resource for candidates seeking executive and professional positions. Two sample brochures are included in this proposal package for your reference. Mr. Bryden and Mr. Hill will also design an effective advertising campaign appropriate for the Independent Reviewer recruitment. Our broadest outreach comes through our active social media involvement on Facebook, Linkedln, and Twitter, where upcoming and current positions are posted. Sources such as Western City Magazine, PublicCEO, and the Careers in Government website will be used to reach an extensive local government audience, while position -specific postings will be chosen to attract candidates who have built their careers in and are committed to the Independent Reviewer field. Suggested Independent Reviewer -specific advertising sources for the City of Fresno's search include: National Forum for Black Public Administrators American Bar Association California Attorneys for Criminal Justice National Association for Civilian Oversight of Law Enforcement Bob Murray & Associates does not typically place ads with job aggregators or general job posting sites such as CareerBuilder, Monster, or Indeed, as we have found that the broad reach of these sites does not necessarily lead to quality candidates for executive and professional positions. Reaching Diverse Candidates Bob Murray & Associates, a woman- and minority -owned business, is proud of its commitment to attracting and placing diverse candidates. Not only do we place advertisements with websites designed to attract minority and female candidates, but our President, Valerie Phillips, is a member herself of many diversity -focused organizations including the Local Government Hispanic Network, the League of Women in Government, the Professional Women's Network, Mexican Professionals, and Women Leading Government. She networks frequently with fellow members to gain insight into which potential candidates are leaders in their field. Mr. Bryden and Mr. Hill will seek to reach candidates in communities and organizations with demographic profiles and populations served like that of the City of Fresno, to maximize the potential for individuals from a wide variety of backgrounds, cultures, physical abilities, life experiences, and gender to be considered for the Independent Reviewer position. STEP 3 RECRUIT CANDIDATES ALL-S GCS Agt Not to Exceed (04-2022) Page 2 of 7 VUUUJIlJ.II CI IV CIUytC IV. 7L/0141J.7-UUJJ-'#MI 0-0MUU-Z9IJI JJ-F1..,MDJMC The strongest candidates are often those who are successful and content in their current positions and need to be sold on a new opportunity, Our extensive network of contacts, developed through over 1,400 successful placements, is a primary source for identifying and obtaining referrals for these candidates. Our in-house database of 40,000 current and former executive and professional candidates is a valuable resource that can only be built over time —time that we have invested into perfecting our process for finding the right candidates for our clients. Our aggressive outreach efforts are focused on phone calls to personally invite potential applicants, answer questions, and allay any reservations, and these efforts are essential to the success of the Independent Reviewer recruitment. STEP 4 SCREEN CANDIDATES Following the closing date for the recruitment, Mr. Bryden and Mr. Hill will screen all resumes we have received, using the criteria established in the candidate profile as a basis upon which to narrow the field of candidates. Internal candidates receive sensitive consideration, and Mr. Bryden and Mr. Hill will discuss with the City Manager how they wish to proceed with these candidates. STEP 5 CONDUCT PRELIMINARY INTERVIEWS Mr. Bryden and Mr. Hill will personally interview the top 10 to 15 candidates from the resume screening, with the goal of determining which candidates have the greatest potential to succeed in your organization. To reduce travel -related expenses to our clients and increase efficiency in the search process, these interviews are typically conducted via Skype, FaceTime, or other convenient videoconferencing applications. During these in-depth interviews, Mr. Bryden and Mr. Hill explore each candidate's background and experience as it relates to the Independent Reviewer position, such as significant accomplishments, size and scope of responsibility, and organizational culture. In addition, Mr. Bryden and Mr. Hill will discuss with the candidates their motivation for applying for the position and assess his/her knowledge, skills, and abilities. We will devote specific attention to establishing the likelihood of the candidate's acceptance of the position if an offer of employment is made. STEP 6 SEARCH PUBLIC RECORDS Under the direction of Mr. Bryden and Mr. Hill and your dedicated Recruitment Coordinator will conduct a review of published print and online articles for each recommended candidate. Sources include Lexis-NexisTM, Google, social media, and our contacts in the field. This will alert Mr. Bryden and Mr. Hill to any further detailed inquiries we may need to make before our recommendations are finalized. STEP 7 MAKE RECOMMENDATIONS Based on our findings during the preliminary interview process, Mr. Bryden and Mr. Hill will recommend a limited number of candidates for your further consideration. They will make specific recommendations and will help facilitate discussions regarding the candidate pool, but the final determination of those to be considered will be up to you. We typically recommend 6-8 candidates that we feel will best match your expectations, and we prepare a detailed written report on each candidate. This bound report provided to each member of the decision -making body includes: ALL-S GCS Agt Not to Exceed (04-2022) Page 3 of 7 LJUI.U'Dly] I CI IVCIUFIC ILJ. V/_101-+L v-UU.'70--+tAI D-O/1.7LJ-ULJl 0J1+I,/1DOY1C Candidate list with Recommended Finalists identified in Group 1 and Group 2 (primary and secondary recommendations) Summary of experience and education for each Recommended Finalist candidate Complete cover letter and resume for each Recommended Finalist candidate List of Other Applicants (those who did not meet minimum qualifications or were otherwise unsuitable, based on our screening process) Bob Murray & Associates maintains all search records for a period of seven (7) years following each recruitment, and we are happy to forward cover letters and resumes for each applicant by postal mail or email as soon as the recruitment closes to new applications. STEP 8 FACILITATE FINAL INTERVIEWS Our years of experience will be invaluable as we help you develop an interview process that objectively assesses the qualifications of each candidate. We will work with the City Manager to craft and implement an interview approach that fits your needs. This may include individual and panel interviews by the City Manager and key stakeholders, community/employee interview panels, writing and presentation samples, meet -and - greets, or another specialized process element Mr. Bryden and Mr. Hill help the City of Fresno to design. Mr. Bryden and Mr. Hill will be present on -site during the interviews to facilitate as necessary during the process and to guide discussion to consensus regarding final candidates. Bound interview books will be provided to each interview panel member containing: Recruitment brochure with candidate profile Interview schedule Suggested interview questions Experience summary, cover letter, resume, and rating form for each candidate Ranking forms for use during the panel interview process We will work closely with your staff to coordinate and schedule interviews and candidate travel. Our goal is to ensure that each candidate has a very positive experience, as the way the entire process is conducted will influence the final candidates' perception of your organization. STEP 9 CONDUCT BACKGROUND AND REFERENCE CHECKS Mr. Bryden and Mr. Hill and your Recruitment Coordinator will conduct detailed reference checks for up to three (3) final candidates. To gain an accurate and honest appraisal of the candidates' strengths and weaknesses, we will talk candidly with people who have direct knowledge of their work and management style. In addition to gaining a 360-degree view of candidates from the perspective of their supervisors, subordinates and peers for the past several years, we will make a point of speaking confidentially to individuals who may have further insight into a candidate's abilities but who may not be on their preferred list of contacts. ALL-S GCS Agt Not to Exceed (04-2022) Page 4 of 7 LiuuU01YII GIIVCIUpC IV. .7GI 01Vl'U-VU.70-1F/1 I D-Oriy U-Z2UI #1..I1DJ/'1G Your Recruitment Coordinator will work with candidates and our professional backgrounding firm, HireRight, to conduct credit, civil litigation, and motor vehicle record checks and verify candidates' degrees. STEP 10 ASSIST IN NEGOTIATIONS We recognize the critical importance of successful negotiations and can serve as your representative during this process. Mr. Bryden and Mr. Hill know what other organizations have done to put deals together with great candidates and what the current market is like for Independent Reviewer positions in organizations like the City of Fresno's. They will be available to advise you regarding current approaches to difficult issues, such as housing and relocation. We will represent your interests and advise the chosen candidate and you regarding salary, benefits, and employment agreements, with the goal of putting together a deal that results in the appointment of your chosen candidate. With our proven experience and vested interest in a positive outcome, we can turn a very difficult aspect of the recruitment into one that is straightforward and agreeable for all parties involved. COMPLETE ADMINISTRATIVE ASSISTANCE We receive many unsolicited testimonials each year from clients and candidates alike noting our prompt, considerate, accurate, and professional service during the search process. Throughout the recruitment, in time intervals that suit the City of Fresno, we will provide you with updates on the status of the search and attend to all administrative details on your behalf. Candidates receive immediate acknowledgement of their applications, as well as personal phone calls and/or emails (as appropriate) advising them of their status at each critical point in the recruitment. Candidates who receive preliminary or final interviews and are not chosen to move forward in the interview process will receive personal calls from Mr. Bryden and Mr. Hill on behalf of the City of Fresno. It is our internal company standard that all inquiries from clients and candidates receive a response within the same business day whenever possible, and certainly within 24 hours if the inquiry is received during the work week. Mr, Bryden and Mr. Hill will be available to the City of Fresno by office phone, cell phone, and email at any time to ensure a smooth and stress -free recruitment process. GUARANTEE Should a candidate recommended by our firm position resign or be terminated within the first 12 months of employment, we will provide the City of Fresno with professional services to secure a replacement. Services will be provided at no cost, aside from expenses incurred on the City of Fresno's behalf during the new search. We are confident in our ability to recruit outstanding candidates and do not expect the City of Fresno to find it necessary to exercise this provision of our proposal. RECRUITMENT SCHEDULE We are prepared to start work on this assignment upon receipt of a signed professional services agreement or other written, authorized notification. A full search can be completed in 13-16 weeks from the date of initial meetings with our client. ALL-S GCS Agt Not to Exceed (04-2022) Page 5 of 7 UVI.UJIyjI CIIVCIUptC IU. VefOI'41.Z7-VVZ7J-4HI D-0I1y U-.`7UIJJVI.NDVtAr- The final recruitment schedule will be determined in collaboration with City of Fresno's City Manager A typical timeline of tasks and events is included here for reference. FIRM PROFILE OUR STAFF Bob Murray & Associates is a small firm focusing exclusively on executive search services. We have a team of eleven (11): Bob Murray, Founder Valerie Gaeta Phillips, President Gary Phillips, Executive Vice President Joel Bryden, Vice President Yasmin Beers, Senior Executive Recruiter Adele Frese, Senior Executive Recruiter Bryan Hill, Senior Executive Recruiter Stacy Stevenson, Senior Executive Recruiter Alexandria Kopack, Recruitment and Operations Manager Kathy Lolas, Senior Recruitment Coordinator Gini Herndon, Contracts Administrator/Bookkeeper ALL-S GCS Agt Not to Exceed (04-2022) Page 6 of 7 LjuL.uoly II CIIVCIUytC ILJ. �410 lJ7-UUyJ-VM1 D-OM.7LJ-7LJ/'J0'+%,MDOMC SCHEDULE OF FEES AND EXPENSES COSTS AND GUARANTEE PROFESSIONAL FEE AND EXPENSES The fixed, flat professional services fee for conducting the Independent Reviewer recruitment on behalf of the City of Fresno is $19,000. Services provided for in this fee consist of all steps outlined in this proposal, including three (3) days of meetings on site. The professional fee does not limit the amount of time invested by Bob Murray & Associates in promoting a successful outcome for this project. In fact, our mission for this project is to ensure we assist in identifying the right candidate for the City of Fresno. Therefore, Mr. Bryden and Mr. Hill will contact the City of Fresno at the first anniversary of the placement to confirm an effective transition has occurred. The City of Fresno will also be responsible for reimbursing expenses Bob Murray & Associates incurs on your behalf. We estimate expenses for this project not to exceed $6,000. Reimbursable expenses include (but are not limited to) such items as the cost of recruiter travel; clerical support; brochure development; placement of ads; credit and civil background checks; education verification; and public records searches. Postage, printing, photocopying, and telephone charges are allocated costs and included in the expense estimate. In no instance will expenses exceed this estimate without prior approval from the City of Fresno. Expense reimbursement for candidate travel related to on -site interviews will be the responsibility of the City of Fresno. Professional Services (Fixed Flat Fee) - $19,000 Reimbursable Expenses - $6,000 Itemized Example of costs include: Brochure Design and Printing, Advertising, background Checks — 3 candidates, Consultant Travel, Other expenses — supplies, shipping, clerical. Not to Exceed Total - $25,000 Optional Services: Community/Staff Input Forum: $1,500/day, plus travel expenses Online survey: $250 Additional on -site meeting days: $1,500/day, plus travel expenses Additional background checks: $250/candidate Additional reference checks: $500/candidate Other services: $250/hour or $1,500/day ALL-S GCS Agt Not to Exceed (04-2022) Page 7 of 7 Luuua II�f.lI CI 1vt1lu t; ILJ.'0G/01 0-01A7u-UL) I U0-F%,MD.7MC EXHIBIT B INSURANCE REQUIREMENTS Consultant Service Agreement between City of Fresno (City) and [Bob Murray & Associates] (Consultant) [Independent Reviewer Recruitment] 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 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). 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 the Consultant's profession. MINIMUM LIMITS OF INSURANCE The Consultant, or any party the Consultant subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to the 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: 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. ALL-S GCS Agt Not to Exceed (04-2022) Page 1 of 4 uuuuoly I I CI I VCIuytC 1U..'7G / O 1 D-Of1.7U-V U / "JJ--Fl+/1DZ7MU 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 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): (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. UMBRELLA OR EXCESS INSURANCE In the event the 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). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the the City, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF -INSURED RETENTIONS The Consultant shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and the Consultant 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 designee. At the option of the City's Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, officials, employees, agents and volunteers; or (ii) The Consultant shall provide a financial guarantee, satisfactory to the City's Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall the City be responsible for the payment of any deductibles or self -insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS 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 Consultant shall establish additional insured status for the the City and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85 or both CG 20 10 04 13 and CG 20 37 04 13 or by an executed manuscript insurance company ALL-S GCS Agt Not to Exceed (04-2022) Page 2 of 4 UUI.UJIylI CIIVCIUYC IL)..7G!OIYIJy-UU.7J-4M 1 D-0/1y L/-.'7L//U0-+1-/1DVF1C 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 the 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, the Consultant'S insurance coverage shall be primary insurance with respect to the the City, its officers, officials, employees, agents and volunteers. Any insurance or self- insurance maintained by the the City, its officers, officials, employees, agents and volunteers shall be excess of the Consultant'S insurance and shall not contribute with it. The Consultant 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 2001 04 13. The Worlcers` Compensation insurance poYc is to contain, or be endorsed to contain, the following provision: the Consultant and its insurer shall waive any right of subrogation against the City, its officers, officials, employees, agents and volunteers. If the Professional Liability (Errors_and Omissions) insurance poiicy is written on a claims - made form: 1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by the Consultant. 2. Insurance must be maintained and evidence of insurance must be provided fbr 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 the Consultant, the Consultant 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 the City for review, 5. These requirements shall survive expiration or termination of the Agreement. All policies of insurarce 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 the City, The Consultant is also responsible for providing written notice to the the ALL-S GCS Agt Not to Exceed (04-2022) Page 3 of 4 L1Ul.UJ I y II CI IVt3jtdpC IL). VLf 0D-0MUL/-UL01 JJ141 MD29MC 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, the Consultant shall furnish the 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 the City, the Consultant 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 the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any 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 the Consultant shall not be deemed to release or diminish the liability of the Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor lirnit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly by any of them. VERIFICATION OF COVERAGE The Consultant shall furnish the 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 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 the City, the Consultant shall immediately furnish the 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 the Consultant subcontracts any or all of the services to be performed under this Agreement, the Consultant shall require, at the discretion of the the City Risk Manager or designee, subcontractor(s) to enter into a separate side agreement with the City to provide required indemnification and insurance protection, Any required side agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by the City Risk Manager or designee. If no side agreement is required, the Consultant shall require and verify that subcontractors maintain insurance meeting all the requirements stated herein and the Consultant shall ensure that the City, its officers, officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with the Consultant, and the City, prior to commencement of any work by the subcontractor. ALL-S GCS Agt Not to Exceed (04-2022) Page 4 of 4 UUUUJIylI CI IVCIUFIC IU. yG101`+lJZ7-UUy0--+h11 D-0/1.7U-yUI JO-+l,t1DVr1C EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST [Independent Reviewer Recruitmentll 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 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 has any significant role in the subject matter of this service? Do you or any of your subcontractors have, or expect to have, 6 any interest, direct or indirect, in any other contract in connection with this Project? answer to any question is yes, please explain in full below. u * If the Explanation: ❑ Additional page(s) attached. /I X�0�' ignature r, Date 1 r) � am -e- (Name) (Company) (Address) (City, State Zip) UUI.UJnyl l CI IV CIUptV IU. V/ r O IYI.. -UVyJ-`FM1 D-OM.'7U-yU/ 00141JMDyMC GVPVE-1 OP IQ: AcoRO` CERTIFICATE OF LIABILITY INSURANCE DATE 121061202 YY) 1 �l�sr2oa 2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER 916-773-3800 NTACT ISU Francis Pinney Insurance _ ISUIFrancis-Pinney Ins. PHONE 916-773-3800 FAX $16.773-4484 2266 Lava Ridge Court Ste 200 t+ lc, No.61Ri: P.O. Box 619050 OR55: Celt Cates $hors-CUm Roseville, CA95661-9050 Bruce Winning _ ug RERts�•►+fFaRDwscavl Rac A unraIc u .VP Ventures Inc. BA: Bob Murray & Associates 544 Eureka Road, Ste. 280 osevllle. CA 95661 mu_Ja • Hartford a sualty Ins Company ZZlb7 INSURER c - entinel Insurance Company Ltd 11000 INSUREHiscox Insurance Company Inc. 10200 INSURER E INSURER F : r-^—M r =c r•coTlclrATG ul llulctl-l�- REVISION NUM8ER: ­dv nos: -.a THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE I ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR C X COMMERCIAL GENERAL LIABILITY I EACH DCCIJRRENCE� ? 2,QQQ,QQQ A CLAIMS -MADE Al OCCUR Professional E&O X X :57SBABG7707 IPHSD1728503 06/1612022 06116/2023 07/10/2022 07110/2023 DAMAGE TO ReNrs D I?if15ES[Ea vss r1�SC! ] MEp EXPjAny one_person 1,000,OOD s 10,000 IPHSD1728503 dADV1NJ4RY X Claims Made § 2,000,000 _ Aft AGGREGATE LIMIT APPLIES PER- X POLICY a LOC PELT U THER ,ffR`SQNAL GENERAL AGGREGATE _ PRODUCTS;QOMP/OP AGG S 4,000,000 4,000,000 ES<O 1,000,000 B AUTOMOBILE LIABILITY COMER NED SINGE LIMIT -(Ea 00401) _. __ 2,000,000 5- _.1 - ANY AUTO X 57SBABG7707 06/16/2022 06/16/2023 BODILY INJURY LN rr ersogj_ 8 Ol1�l RgY Pera en OWNED SCHEDULED AUTOS ONLY AUTSSy�� X A!JT OS ONLY X NaTN69O IE PRw eccRQ n@ [jpMBE _ UMBRELLALIAB OCCUR EACH_DCCURRENC S _ EXCESS LIAR CLAIMS -MADE AGGREGATE DED I I RETENTIONS B 'WORKERS COMPENSATIONX AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEWEXECUTIVE fFF ERl MBER EXCLUDED? {6111n °taryIn NH) If es, describe undeOPEATION RIPTION OFE.L. N /A X 57WBCGG0320 06/16/2022 0611612023 PER OTH- TATUI �Ei r E_L;EACH AGCIDEN7 1,000,000 S E.I. DJ$E — EA EMPL YEE DISEA$E- POLICY LIMIT 1,000,000 _ _000,00o 5D CYBER LIABILITY 'MPL4704060 0111912022 01/19/2023 PER CLAIM I 1,000,000 RETENTION $5,000 I .AGGREGATE ! 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space Is required) RE: Independent Reviewer recruitment City of Fresno, its officers, officials, employees, a ants, and volunteers are included as additional insured perform CG20 61186, Coverage is primary and waiver of subrogation applies per forms HC24081194, S512150300 & WC040306 as required by written contract. FRESNA City of Fresno Building Inspection Department TJ Miller 2600 Fresno Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reservea. The ACORD name and logo are registered marks of ACORD UUI.UJIIJ.II CIIVl71UlJU IU. UZI0D-0MZ7U-yU/0J'#I1MDJHC POLICY NUMBER: 57SBABG7707 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: RE: Independent Reviewer recruitment City of Fresno, its officers, officials, employees, agents, and volunteers (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of you r operations or premises owned by or rented to you. CG 20 26 11 85 Copyright, Insurance Services Office, Inc„ 1984 LJUI.UJII�f.I I CI IvC1UFH7 ILJ. VG! O I41..7-UVyJ-'iM! D-0/17 L/-y LJI JJ4l../1D.7F1C POLICY NUMBER: 57SBABG7707 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY ADDITIONAL INSURED AMENDMENT OF CONDITIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: RE: Independent Reviewer recruitment City of Fresno, its officers, officials, employees, agents, and volunteers (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement. With respect to insurance organization shown in Endorsement, Condition replaced by the following: 4. Other Insurance. provided to the person or the Schedule of this 4. Other Insurance is If other valid and collectible insurance is available for a loss we cover under Coverages A and B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary and we will not seek contribution from other insurance available to the person or organization shown in the Schedule of this endorsement except when b. below applies. b. Excess Insurance When this insurance is excess over other This insurance is excess over any of the other insurance, we will pay only our share of the insurance whether primary, excess, amount of the loss, if any, that exceeds the contingent or on any other basis: sum of: Form HC 24 08 11 94 Page 1 of 2 © 1995 The Hartford Insurance Group (Includes copyrighted material of Insurance Services Office with its permission Copyright, Insurance Services Office, 1995) (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work;" (2) That is Fire Insurance for premises rented to you; or (3) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Coverage A (Section 1). When this insurance is excess, we will have no duty under Coverage A or B to defend any claim or "suit' that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. uul.UJlylI CI IvtnupC IV..7G/O1 D-OF1y L/-y L//JJVIMO-1/AC c. Method of Sharing (1) The total amount that all such other If all of the other insurance permits insurance would pay for the loss in the contribution by equal shares, we will follow absence of this insurance; and this method also. Under this approach each (2) The total of all deductible and self -insured insurer contributes equal amounts until it has amounts under all that other insurance. paid its applicable limit of insurance or none We will share the remaining loss, if any, with of the loss remains, whichever comes first. any other insurance that is not described in If any of the other insurance does not permit the Excess Insurance provisions and was not contribution by equal shares, we will bought specifically to apply in excess of the contribute by limits. Under this method, each Limits of Insurance shown in the Declarations insurer's share is based on the ratio of its of this Coverage Part. applicable limit of insurance to the total applicable limits of insurance of all insurers. Page 2 of 2 Form HC 24 08 11 94 UUI.uollylI CIIvulupt; IV. UZIOI'+1. -UV.7J-'#M 1 D-0IAUL/-yV/JJ'4l.HD�F1C 57SBABG7707 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM We waive any right of recovery we may have against: 1_ Any person or organization shown in the Declarations, or 2. Any person or organization with whom you have a contract that requires such waiver. Form SS 12 15 03 00 C 2000, The Hartford Page 1 of 1 UUI.U,3( 1I r-mmupt: IU. We- IQ D-0/1y V-UU/UJ4-J`%0V/1C 57SBABG7707 r 7 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SS 12 23 0611 Page 1 of 1 C 2011, The Hartford uuuu JlylI CI IvClupt: IU. yG/OD-O/1.7LJ-JU/JJ'#l..M�.7F1G THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 57 WBC GG0320 Endorsement Number: Effective Date: 06/16/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: GVP VENTURES INC., 1544 EUREKA RD STE 280 ROSEVILLE CA 95661 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form WC 99 03 94 Printed in U.S.A. Process Date: 05/06/22 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Policy Expiration Date: 06/16/23 C 2011, The Hartford UUI.UJIIJ.II CI Ivulupu IU. .7G/OI'ilJZ7-UUV0-VHl D-OH.7U-yU/JJ'4lJHD.'7HC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WBC GG0320 Endorsement Number: Effective Date: 06/16/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: GVP VENTURES INC., 1544 EUREKA RD STE 280 ROSEVILLE CA 95661 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/06/22 Authorized Representative Policy Expiration Date: 06/16/23