HomeMy WebLinkAboutNetwork for Culture & Arts Policy, LLC - Agreement Consultant - 4-28-2022DocuSign Envelope ID : DD799CBD-00A9-4841-9517-3F22B471AA43
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AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSUL TANT SERVICES
THIS AGREEMENT is made and entered into, effective on Cf/2-9/ µJ---z_... ,
(Effective Date}, by and between the CITY OF FRESNO, a Californ ia municipal
corporation (City}, and Network for Culture & Arts Policy, LLC (Consultant}, (together
Parties).
RECITALS
WHEREAS , City desires to obtain professional Research, Strategic Planning, and
Implementation services (Services) for the City's Cultural Arts Plan (Project); and
WHEREAS , Consultant is engaged in the business of furnishing research,
strategic planning , and implementation services and hereby represents that it desires to
and is professionally and legally capable and appropriately licensed of performing the
services called for by this Agreement; and
WHEREAS , 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 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 Serv ices. Consultant shall perform to the satisfaction of City the Services
described in Exhibit A, including all work incidental to, or necessary to perform,
such services even though not specifically described in Exhibit A.
2. T erm of Agreement and Time fo r Pe rfo rman ce. This Agreement shall be effective
from the Effective Date and shall continue in full force and effect through June 30,
2023 (Date of Expiration}, subject to any earlier termination in accordance with this
Agreement. The Services of Consultant as described in Exhibit A are to
commence upon the Effective Date and shall be completed in a sequence assuring
expeditious completion, but in any event, all such services shall be completed prior
to the Date of Expiration of this Agreement and in accordance with any
performance schedule set forth in Exhibit A.
3. Compensation .
(a) Consultant's sole compensation for satisfactory performance of all Services
required or rendered pursuant to this Agreement shall be a total fee of
$150,000 (Fee), made payable by check or money transfer in four equal
parts as following: first payment shall be made on or by May 15 , 2022;
second payment shall be made on or by August 15, 2022 ; third payment
shall be made on or by December 15, 2022; fourth and Final Payment shall
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be made on or by March 31, 2023. Such Fee shall include all expenses
incurred by Consultant, except for costs associated with interpretation
services (such as in-person translated language during community
meetings and/or onsite engagement opportunities), in performance of the
services. Costs associated with Interpretation services shall be incurred by
City.
(b) Consultant shall render a detailed statement showing progress on Project
tasks at least 15 days prior to each scheduled payment date set forth in
Section 3(a) above, excluding the first scheduled payment due date.
(c) The parties may modify this Agreement to increase or decrease the scope
of services or provide for the rendition of services not required by this
Agreement, which modification shall include an adjustment to Consultant's
compensation. Any change in the scope of services must be made by
written amendment to the Agreement signed by an authorized
representative for each party . Consultant shall not be entitled to any
additional compensation if additional services are performed prior to a
signed written amendment.
4. Term inati on . Remedies. and Force Majeure.
(a) This Agreement shall terminate without any liability of City to Consultant
upon the earlier of: (i) Consultant's filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver
commenced by a third party against Consultant; (ii) after seven calendar
days of receipt of a prior written notice with or without cause by City to
Consultant; (iii) City's non-appropriation of funds sufficient to meet its
obligations hereunder during any City fiscal year of this Agreement, or
insufficient funding for the Project; or (iv) expiration of this Aweement.
(b) Immediately upon any termination or expiration of this Agreement,
Consultant shall (i) immediately stop all work hereunder; (ii) immediately
cause any and all of its subcontractors to cease work; and (iii) return to City
any and all unearned payments and all properties and materials in the
possession of Consultant that are owned by City. Subject to the terms of
this Agreement, Consultant shall be paid compensation for services
satisfactorily performed prior to the effective date of termination . Consultant
shall not be paid for any work or services performed or costs incurred which
reasonably could have been avoided .
(c) In the event of termination due to failure of Consultant to satisfactorily
perform in accordance with the terms of this Agreement, City may withhold
an amount that would otherwise be payable as an offset to, but not in excess
of, City's damages caused by such failure. In no event shall any payment
by City pursuant to this Agreement constitute a waiver by City of any breach
of this Agreement which may then exist on the part of Consultant, nor shall
such payment impair or prejudice any remedy available to City with respect
to the breach .
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(d) Upon any breach of this Agreement by Consultant, 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.
(e) Consultant shall provide City with adequate written assurances of future
performance, upon Administrator's request, in the event Consultant fails to
comply with any terms or conditions of this Agreement.
(f) Consultant shall be liable for default unless nonperformance is caused by
an occurrence beyond the reasonable control of Consultant and without its
fault or negligence such as, acts of God or the public enemy, acts of City in
its contractual capacity, fires, floods, epidemics, quarantine restrictions,
strikes, unusually severe weather, and delays of common carriers.
Consultant shall notify Administrator in writing as soon as it is reasonably
possible after the commencement of any excusable delay, setting forth the
full particulars in connection therewith, and shall remedy such occurrence
with all reasonable dispatch, and shall promptly give written notice to
Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by
Consultant pursuant to this Agreement shall not be made available to any
individual or organization by Consultant without the prior written approval of
the Administrator. During the term of this Agreement, and thereafter,
Consultant shall not, without the prior written consent of City, disclose to
anyone any Confidential Information. The term Confidential Information for
the purposes of this Agreement shall include all proprietary and non-publicly
available 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
to City .
(b) Any and all writings and documents prepared or provided by Consultant
pursuant to this Agreement are the property of City at the time of preparation
and shall be turned over to City upon expiration or termination of the
Agreement. Consultant shall not permit the reproduction or use thereof by
any other person except as otherwise expressly provided herein.
(c) If Consultant should subcontract all or any portion of the services to be
performed under this Agreement, Consultant shall cause each
subcontractor to also comply with the requirements of this Section 5.
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(d) This Section 5 shall survive expiration or termination of this Agreement.
(e) Consultant reserves the right to include credits/acknowledgements within
the final deliverables, as well as the right to make references to take credit
in and display completed work for business purposes , including but not
limited to promotional materials.
6. Professional Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as Consultant represents to City that Consultant
and its subcontractors, if any , are skilled in the profession and shall perform in
accordance with the standards of said profession necessary to perform the
services agreed to be done by it under this Agreement, City relies upon the skill of
Consultant and any subcontractors to do and perform such services in a skillful
manner and Consultant agrees to thus perform the services and require the same
of any subcontractors. Therefore, any acceptance of such services by City shall
not operate as a release of Consultant or any subcontractors from said
professional standards.
7 . Indemnification . To the furthest extent allowed by law, Consultant shall indemnify,
hold harmless and defend City and each of its officers , officials , employees , agents
and volunteers from any and all loss , liability, fines, penalties, forfeitures, costs and
damages (whether in contract, tort or strict liability, including but not limited to
personal injury, death at any time and property damage), and from any and all
claims, demands and actions in law or equity (including reasonable attorney's fees
and litigation expenses) that arise out of, pertain to, or relate to the negligence,
recklessness or willful misconduct of Consultant, its principals, officers,
employees, agents or volunteers in the performance of this Agreement.
If Consultant should subcontract all or any portion of the services to be performed
under this Agreement, Consultant shall require each subcontractor to indemnify,
hold harmless and defend City and each of its officers, officials , employees,
agents, and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8 . Insurance.
(a) Throughout the life of this Agreement, and no later than seven days after
the Effective Date, 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 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 .
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(b) If at any time during the life of the Agreement or any extension , Consultant
or any of its subcontractors/sub-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 Consultant shall be withheld until notice is received by City that the
required insurance has been restored to full force and effect and that the
premiums therefore have been paid for a period satisfactory to City. Any
failure to maintain the required insurance shall be sufficient cause for City
to terminate this Agreement. No action taken by City pursuant to this
section shall in any way relieve Consultant of its responsibilities under this
Agreement. The phrase "fail to maintain any required insurance " shall
include, without limitation, notification received by City that an insurer has
commenced proceedings, or has had proceedings commenced against it,
indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by Consultant shall not be deemed to
release or diminish the liability of Consultant, including, without limitation,
liability under the indemnity provisions of this Agreement. The duty to
indemnify City shall apply to all claims and liability regardless of whether
any insurance policies are applicable. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by Consultant.
Approval or purchase of any insurance contracts or policies shall in no way
relieve from liability nor limit the liability of Consultant, its principals, officers,
agents, employees, persons under the supervision of Consultant, vendors ,
suppliers , invitees, consultants, sub-consultants , subcontractors , or anyone
employed directly or indirectly by any of them.
(d) If Consultant should subcontract all or any portion of the services to be
performed under this Agreement, 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 Consultant and City prior to the commencement of any services by the
subcontractor. Consultant 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, 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 , Consultant shall have the
obligation and duty to immediately notify City in writing of any change to the
information provided by Consultant in such statement.
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(b) Consultant shall comply, and require its subcontractors to comply, with all
applicable (i) professional canons and requirements governing avoidance
of impermissible client conflicts; and (ii) federal, state, and local conflict of
interest laws and regulations including, without limitation, California
Government Code Section 1090 et. seq., the California Political Reform Act
(California Government Code Section 87100 et. seq.) and the regulations
of the Fair Political Practices Commission concerning disclosure and
disqualification (2 California Code of Regulations Section 18700 et. seq .).
At any time, upon written request of City, Consultant shall provide a written
opinion or affidavit of its legal counsel and that of any subcontractor that,
after a due diligent inquiry, Consultant and the respective subcontractor(s)
are in full compliance with all laws and regulations. Consultant shall take,
and require its subcontractors to take, reasonable steps to avoid any
appearance of a conflict of interest. Upon discovery of any facts giving rise
to the appearance of a conflict of interest, Consultant shall immediately
notify City of these facts in writing.
(c) In performing the work or services to be provided hereunder, Consultant
shall not employ or retain the services of any person while such person
either is employed by City or is a member of any City council, commission,
board, committee, or similar City body. This requirement may be waived in
writing by the City Manager, if no actual or potential conflict is involved.
(d) Consultant represents and warrants that it has not paid or agreed to pay
any compensation, contingent or otherwise, direct, or indirect, to solicit or
procure this Agreement or any rights/benefits hereunder.
(e) Neither Consultant, nor any of Consultant's subcontractors performing any
services on this Project, shall bid for, assist anyone in the preparation of a
bid for, or perform any services pursuant to, any other contract in connection
with this Project unless fully disclosed to and approved by the City Manager,
in advance and in writing. Consultant and any of its subcontractors shall
have no interest, direct or indirect, in any other contract with a third 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, Consultant shall remain responsible for
complying with Section 9(b), above.
(f) If Consultant should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, Consultant
shall include the provisions of this Section 9 in each subcontract and require
its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Program. In the event 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, Consultant at its sole cost and expense
shall:
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(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.
(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 Consultant's expenses pertaining to the Project shall be kept on
a generally recognized accounting basis and shall be available to City or its
authorized representatives upon request during regular business hours
throughout the life of this Agreement and for a period of three years after
final payment or, if longer, for any period required by law. In addition, all
books, documents, papers, and records of Consultant pertaining to the
Project shall be available for the purpose of making audits, examinations,
excerpts, and transcriptions for the same period of time. 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 Consultant should subcontract all or
any portion of the services to be performed under this Agreement,
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 City, Consultant shall have provided
evidence to City that Consultant is licensed to perform the services called
for by this Agreement (or that no license is required). If Consultant should
subcontract all or any portion of the work or services to be performed under
this Agreement, Consultant shall require each subcontractor to provide
evidence to City that subcontractor is licensed to perform the services called
for by this Agreement (or that no license is required) before beginning work.
12 . Nond iscrim ination . To the extent required by controlling federal, state, and local
law, Consultant shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as
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a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and
during the performance of this Agreement, Consultant agrees as follows:
(a) Consultant will comply with all applicable laws and regulations providing that
no person shall, on the grounds of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled
veteran or veteran of the Vietnam era be excluded from participation in, be
denied the benefits of, or be subject to discrimination under any program or
activity made possible by or resulting from this Agreement.
(b) Consultant will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era . Consultant shall ensure that applicants are
employed, and the employees are treated during employment, without
regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition , marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to Consultant's employment
practices including, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. Consultant agrees to post
in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination
clause .
(c) Consultant will, in all solicitations or advertisements for employees placed
by or on behalf of Consultant in pursuit hereof, state that all qualified
applicants will receive consideration for employment without regard to race,
religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(d) Consultant will send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
representatives of Consultant's commitment under this section and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e) If Consultant should subcontract all or any portion of the services to be
performed under this Agreement, 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, Consultant is acting
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solely as an independent contractor. Neither Consultant, nor any of its
officers, agents or employees shall be deemed an officer, agent, employee,
joint venturer, partner, or associate of City for any purpose. City shall have
no right to control or supervise or direct the manner or method by which
Consultant shall perform its work and functions. However, City shall retain
the right to administer this Agreement so as to verify that Consultant is
performing its obligations in accordance with the terms and conditions
thereof.
(b) This Agreement does not evidence a partnership or joint venture between
Consultant and City. Consultant shall have no authority to bind City absent
City's express written consent. Except to the extent otherwise provided in
this Agreement, Consultant shall bear its own costs and expenses in pursuit
thereof.
(c) Because of its status as an independent contractor, Consultant and its
officers, agents and employees shall have absolutely no right to
employment rights and benefits available to City employees. Consultant
shall be solely liable and responsible for all payroll and tax withholding and
for providing to, or on behalf of, its employees all employee benefits
including, without limitation, health, welfare, and retirement benefits. In
addition, together with its other obligations under this Agreement,
Consultant shall be solely responsible, indemnify, defend and save City
harmless from all matters relating to employment and tax withholding for
and payment of Consultant's employees, including, without limitation, (i)
compliance with Social Security and unemployment insurance withholding,
payment of workers' compensation benefits, and all other laws and
regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in City employment benefits,
entitlements, programs and/or funds offered employees of City whether
arising by reason of any common law, de facto, leased, or co-employee
rights or other theory. It is acknowledged that during the term of this
Agreement, Consultant may be providing services to others unrelated to
City or to this Agreement.
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.
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16 . Ass ignment.
(a) This Agreement is personal to Consultant and there shall be no assignment
by Consultant of its rights or obligations under this Agreement without the
prior written approval of the City Manager or designee. Any attempted
assignment by Consultant, its successors, or assigns, shall be null and void
unless approved in writing by the City Manager or designee.
(b) Consultant hereby agrees not to assign the payment of any monies due
Consultant from City under the terms of this Agreement to any other
individual(s}, corporation(s), or entity(ies). City retains the right to pay any
and all monies due Consultant directly to Consultant.
17 . Complia nce Wi t h Law. In providing the services required under this Agreement,
Consultant shall at all times comply with all applicable laws of the United States,
the State of California and City, and with all applicable regulations promulgated by
federal, state, regional, or local administrative and regulatory agencies, now in
force and as they may be enacted, issued, or amended during the term of this
Agreement.
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 . Govern in g 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 . Interp retati on. 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 . A tto rn ey '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.
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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 Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations, or agreements,
either written or oral. This Agreement may be modified only by written instrument
duly authorized and executed by both City and Consultant.
29. The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement.
30. Counterparts and Electronic Signatures. This Agreement may be executed in
counterparts and any party hereto may execute this Agreement, by signing and
delivering its counterpart to the other party. Each party agrees that this Agreement
and any other documents to be delivered in connection herewith may be
electronically signed in compliance with City regulations, and that any compliant
electronic signatures appearing on this Agreement, or such other documents are
the same as handwritten signatures for the purposes of validity, enforceability, and
admissibility.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
3. Exhibit C -Conflict of Interest Disclosure Form
California, the day, and year first above written.
CITY OF FRESNO,
a Californ ia municipal corporation
ATTEST:
TODD STERMER, CMC
4/20/2022
Date
CityClerk~
By: ~/~-i.-"Z--
;_/~ Jr!Arnl,
Deputy
Addresses:
City:
City of Fresno
Attention: Aldi Ramirez,
Assistant Director
1515 E Divisadero Street
Fresno, CA 93721
Phone: (559) 621-2953
E-mail: PARCSContract@fresno.gov
Attachments:
1. Exhibit A -Scope of Services
2. Exhibit B -Insurance Requirements
Network for Culture & Arts Policy,
LLC .v::;::::::--_
By :~c.5-
Name : Tony Cleasby
Title: Principal
(If corporation or LLC., Board Chair,
By : ~res.)
Name : Jeffrey Colgan
Title: Principal
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Consultant:
Network for Culture & Arts Policy
Attention: Tony Cleasby,
Senior Consultant & Research
Coordinator
567 6th Avenue, Garden Level
Brooklyn, NY 11215
Phone: 267-987-9079
E-mail: tony@ncapculture .org
Page 12 of 12
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and Network for Culture & Arts Policy (Consultant)
Cultural Arts Plan
See attached excel for Project Scope and Schedule.
OocuSign Envelope ID: OO799CBO-00A9-4B41-9517-3F22B471AA43
Network for Culture & Arts Policy (NCAP)
Cultural Arts Plan Project
Fiscal Year 2022-23
PROJECT Scope/Schedule
Proiect Title
Task
Number
, c;ORE RESEARGH,
1.1 CHECK-IN MEETINGS AND PROGRESS UPDATES
1,2 FOUNDATIONAL RESEARCliiCULTURAL PLAN COMPARISON SCAN
1.3 KICKOFF PLANNING, DISCUSSION, AND FACILITATION
Cultural Arts Plan Project
1ca1 Yea r c. u , -~£
J J s AP
it.' u UA EI O N D J F RR,_.
A N L U P C O E A E C I A
Responsible Partv I~ E YG TT v c NB HL ~
CONSULTANT & CITY
CONSULTANT
CONSULTANT
1.4 RESEARCH WORK PLAN AND REVIEW/FEEDBACK FROM CLIENT STAKEHOLDERS CONSULTANT
1,5 COMMUNICATIONS STRATEGY AND PLAN CONSULTANT
1.6 !COLLECTION OF COMMUNITY AND STAKEHOLDER INPUT CONSULTANT
1.7 INTERVIEWS WITH STAKEHOLDERS CONSULTANT
1.8 COMMUNITY ONLINE SURVEY CONSULTANT
1.9 COMMUNITY MEETINGS CONSULTANT
1.10 RECOMMENDATIONS AND STAK EHOLDER PRESENTATION CONSULTANT
2 · D.cvcl.:O,.,rw~..1 •
2 ,1 CULTURAL ARTS PLAN Di;veLOPMeN 1 CONSULTANT
2.2 PRODUCE DRAFT CULTURAL ARTS PLAN CONSULTANT
2,3 HOLD A REVIEW MEETING CONSULTANT
2.4 FINALIZE CULTURAL ARTS PLAN CONSULTANT
2.5 FINAL PLAN CONSULTANT
3 CJn-r;;O ·uON1 ~
3.1 PRESENT PLAN TO CITY CCUNCIL I CITY & CONSULTANT I I I I I I I I I I I I I
4 FI Sc;Al! MANAG.~-~N• A ND,REP.O~uN G
4.1 PROJECT MANAGEMENT CONSUL TANT & CITY
4.2 INVOICING FOR REIMBURSEMENT CONSULTANT
5 AOOITTONAL EXPENSES; SEE TASKOE:TAIL BELOW CONSULTANT
Deliverable
DUE DATES
SUMMARY OF FINDINGS
SCHEDULE OF CHECK-INS & BENCHMARKS
RESEARCH WORK PLAN (DRAFT AND FINAL)
COMMUNICATIONS AND ENGAGEMENT PLAN
SCHEDULE OF COMMUNITY ENGAGEMENT
SUMMARY OF FINDINGS
SUMMA~ OF RESULTS
PHOTOS
SLIDEDECK PRESENTATION
MEETING NOTES
DRAFT PLAN
FEalBACK
FINAL DRAFT PLAN
PLAN DOCUMENT
CITY COUNCIL MEETING MINUTES
MILESTONES
INVOICE PACKAGES; INITIAL ITEMIZED
PAYMENT DUE UPON CONTRACT EXECUTION
SEE TASK DETAIL 5, 1 THROUGH 5.4 BELOW
5150.,000 'IOTAL
1 • • ..._ .... . __ , =-•'1'1 •
1.1 $6,500
Task: Check in Meetings and Progress Updates: NCAP will schedule and facilitate one-hour virtual check-ins every other week over the entire course of the project agreement. Attendees at these sessions
should be lhe main point of contacl for the City of Fresno and NCAP, and may include subject maller experts (SMEs) as needed. NCAP will provide the City of Fresno wilh delailed meeling notes that include
assigned tasks and corresponding due dates.
1.2 $6,000
Task: Foundational Research and Cultural Plan Comparison Scan: NCAP will conduct an inilial review of relevant documentation and data that could include, but is not necessarily limited to: Measure P
initiative and associated documents; Fresno Parks Master Plan; past municipal plans; previous Fresno Arts Council research reports; notes and agendas from relevant past Fresno Arts Council meetings; media
and literature on the cullural & artistic history of Fresno; history of arts funding in Fresno (i.e, Where does funding primarily come from? Haw have funds historically been allocated?); comparative analysis of
Fresno's arts and culture ecosystem and planning potential in relation ta olher peer cities and nalional stalistics (e .g., reviewing cultural plans, arts studies, and demographic data for context relevant to Fresno's
current and prospective cultural conditions). Data sources will include bolh governmental (federal, state, county, and municipal) and private (non-profit research and advocacy organizations) databases. NCAP will
collect findings and diverse perspeclives and process and lhematize these findings in such a way as to inform areas of inquiry during subsequent phases in the research and planning process. This step is
essential far both eslablishing a fundamental understanding of Fresno's cultural landscape and orienting research and planning efforts for the project going for.vard.
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TASK DETAIL
1.3
Task: Kickoff Planning, Discusalon and F■ cilltation: Based on confirmed research plan expectations, NCAP officially launches the project with identified stakeholders by facilitating an in-person kickoff
discussion with City of Fresno stakeholders. This convening will provide a detailed breakdown of project objectives, research agenda and detailed schedule for upcoming check-ins and deliverable benchmark
dates.
1.4
Task: Research Wark Plan: Based on preceding foundational research, plan comparison scan, and opening session discussions, NCAP will produce and deliver to stakeholders lhe Research Work Plan . This
Plan establishes benchmarks, data collection methodologies, and informational sources as outlined in accordance with a detailed limeline. Specifically, the document will concretely identify the types of
informational data sets to be collected along with the analytical steps and tools our team intends to utilize for achieving successful project outcomes. The document will serve as a reliable guide that both NCAP
and the City of Fresno can utilize as a grounding touchstone lhroughout the project and as a reference for future research and planning efforts . This will include two rounds of review and feedback from client
stakeholders. NCAP will provide a minimum of 3 business days for stakeholders to review each iteration, incorporate feedback and provide City of Fresno with final Research Work Plan.
1.5
Task: Communications Strategy and Plan: To maximize engagement with the project, NCAP will develop a communications and engagement plan to bolh introduce the project to the Fresno community,
generate interest in the project, and call for community involvement. This plan will outline multichannel communications slrategies and tactics designed to gather widespread community participation in the data
collection activities (e.g., score-based surveys and in-deplh interviews) utilizing the City of Fresno and Fresno Arts Council's current channels (e.g., mailers, newsletters, social media, etc.) in addition to
determining olher avenues far reaching community members across differing social, economic, racial, and cultural demographics . The City of Fresno will review and provide feedback on the communications and
engagement plan before implementation. The engagement plan shall demonstrate outreach for community meetings to begin at least 4 weeks prior to scheduled meetings and include email templates, scripts, and
flyers to be used by the City of Fresno and stakeholders assisting with outreach efforts. The engagement plan shall demonstrate how NCAP plans to incorporate informal community comments from social media
platforms, emails, and public comment at the Parks, Recreation, and Arts Commission Meetings. All promotional materials must be produced in an accessible format and translated into a minimum of four
languages: English, Spanish, Punjabi and Hmong. Includes 2 rounds of stakeholder review for plan and communication materials_
1.6
Task: Collection of Community & Stakeholder Input: Travel to Fresno shall include adequate time allocated to observational input including a driving tour of the community and walking tours of representative
cultural arts assets.
1.7
Task: Interviews With Key Community Stakeholders: NCAP will work with City of Fresno to develop a list of 15-20 individuals for in-deplh virtual qualitalive interviews that serve as a representative cross
section of community members and artists+ cultural practitioners in the city. We will also engage Elliott Balch, Chief Impact Officer at the Central Valley Community Foundation for this purpose. Our list of
interviewees would include stakeholders such as Mas Masumoto (farmer, author, and NEA board member), Vivian Velasco Paz (Arte Americas board chair) and Jolene Telles (arts patron and booster). NCAP will
interview and collect insights from these individuals based on pre-developed questionnaires informed by our foundational research and approved by the City of Fresno . The questions/answers will help info1111 the
programming/funding priorities in the Cultural Arts Plan. Interviews with community stakeholders will be available in the interviewee's native language, and transcribed using best practices for qualitative research .
NCAP to coordinate with City of Fresno to schedule interpretation services. City of Fresno to be responsible for the cost of interpretation services. NCAP to be responsible for the cost of any Lranslation services ,
Interviewees should be demographically represenlative of the diverse cultures present in the City of Fresno. Analysis of interview responses will include coding and theming to distill key takeaways . Interviewees
will remain anonymous in order to encourage uninhibited and honest responses. The questionnaires will inquire on topics related to, but not necessarily limited to, the following areas:
Fresno's most cherished and important arts and culture assets
The perennial challenges facing arts and cullure in Fresno
The differences between institutionally sanctioned and non-institutionally sanctioned cultural production
Environmental concerns and cultural production (e.g., pollution, wildfires, summer temperatures)
Personal experiences of COVID-19 as an audience member and/or artist
Most memorable and most disappointing recent cultural programs and events in Fresno
How does Fresno relate lo olher population centers of the San Joaquin Valley? How might these cities better complement and support each other?
Expectations for future engagement with cultural programming and/or artists enterprises
Whal type of cultural assets would you like to see more of?
Are arts and cultural opportunities accessible and affordable?
Whal do you think would most significantly benefit Fresno's cultural ecosystem? Do you have examples of how these benefits have manifested in other places?
COSTS
$2,400
$4,000
$8,000
$2,000
$10,000
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TASK DETAIL COSTS
1.8 $13,000
Ta&k: Community Online Survey: NCAP will work with the City of Fresno to develop and deploy an online survey in both English , Spanish. Hmong, and Punjabi lo collect and analyze a combination of score
based and short answer responses from city residents about their engagement with arts and culture . The survey will include 10 -15 questi ons (10 -15 minutes to respond), which would be informed by NCAP's
conversations with Fresno's artistic and cullural stakeholders. NCAP anticipates lhe survey to ask about top ics such as :
Cultural offerings they have engaged with recenlly
Factors that play into their decision to engage with arts and culture, such as available offerings, costs, distance, frequency, etc.
Unique cultural assets of Fresno
Expectations and preferences over the City's involvement in arts and culture
How COVID-19 has changed their interaction with artistic and cultural activities
At the end of the survey, NCAP will ask respondents a series of demographic questions that will allow them to appropriately weight responses so they are representative of the City of Fresno's social make-up.
These questions will include gender, age, race/ethnicity, and zip code of residence . This information will be documented and provided to the City of Fresno in an excel file . NCAP will util ize Survey Monkey to build
and deploy the survey and leverage the City of Fresno's and Fresno Arts Counc irs exist ing communication channels, includ ing social med ia and listservs . NCAP will also coord inate with the City of Fresno and
Fresno Arts Council to engage cultural institutions that may be open lo aid ing in the deployment of the survey . Survey data and results will be made available to the City of Fresno . NCAP expects lo leverage the
well-established network of arts and culture stakeholders lo ensure survey collect ion is broad and representative responses ,
Note : City to assume costs for interpretation services. Consultant to assume costs for written translation services .
1.9 $24,000
Taak: Community/Stakeholder Meetings: In coordination with the City of Fresno , NCAP will help facilitate four in person commun ity meetings and two virtual community meet ings to garner input from the public
on Fresno 's next cultural arts plan and seven virtual stakeholder meetings with Iha Council Districts Offices (the stakeholder meetings will not be public meetings but rather one on one listening sessions with
Council staff) and one virtual stakeholder meeting with the Fresno Youth Commis sion. Because the online survey will not capture all residents, especailly those with limited internet access, NCAP will conduct
public meetings in zip codes more likely to be underrepresented in the survey sample . These zip codes might include those with the lowest household income and/or rates of internet subscription. NCAP will work
with the City of Fresno to define those locations . The primary goals of these meetings are both (a) to inform the public of the project, the project's structure, and what the project aims lo accomplish and (b) to
motivate involvement and collect underrepresented perspectives from community members.The community meetings will inform the attendees of the project's key stakeholders and goals as well as this unique
opportunity for community members to assist in developing Fresno's cultural arts plan . NCAP will also present, in brief, our approach to collecting and utilizing data so as to illustrate transparency and reaffirm our
responsibility to both individual community members and the ultimate goals of th e project. Community meetings will include vaMous opportunities to address questions and concerns from community members and
collect data on individuals ' arts and culture experiences in Fresno . Strategies will including a Q&A period, anonymous comment collection , and breakout groups with conversation prompts/discussion exercises and
worksheets (each breakout group shall be facilitated and recorded through written notes). NCAP will conduct commun ity meetings in a manner that provides accomodations for non-English speakers (example
accomodat ion : interpreters), NCAP to coordinate with City of Fresno to schedule interpretation serv ices. City of Fresno to be responsible for the cost of interpretation services . NCAP to be responsible for the cost
of any translation services . Materials provided will be available in English , Spanish , Hmong , and Punjab i, In coordination with the City of Fresno, NCAP will produce commun ity meet ing flyers for distribution in
English, Spanish, Hmong , and Punjabi at least four weeks in advance of the scheduled meetings . Go,..pe"6i;M ~t6<6 AuaRl iR Mmong . 3A• Pwnj abl "'°"'" ba pa ldlG r ty •~• Clly or 1'"'11!8
Wl!MuRd• e.wt ..ue lh e •""P" el t~i• as"' ""'""~
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TASK DETAIL COSTS
1,10 $7,000
Task: Recommendations and Stakeholder Presentation: Following the conclusion of the core research activities oullined above, NCAP will develop a slide deck presentation delivered virtually to the City of
Fresno for input and discussion on ways to utilize the provided findings as a basis for serving the greater Fresno cultural ecosystem in the development of a cultural arts plan. This will include four virtual
presentations to various City of Fresno Stakeholders (i.e. PARCS Department, Administration, Council, and the Commission). The presentation will include:
Foundational Research learnings
Cultural Plan Comparison Scan results matrix with contextual information provided for each reviewed plan
Quantitative findings and conclusions taken from score-based surveys
Key points and themes taken from qualitative interviews
The presentation slide deck and delivery of the presentation will be provided in an accessible formal in English. Any request for translation of this deliverable into more languages will require additional funds
,. '
2.1 $32,000
Task: Cultural Arts Plan Development: Utilizing the core research and feedback from the Stakeholder presentation, NCAP will work closely with \he City of Fresno to produce a cultural arts plan for preserving
and enhancing the cultural assets and programming across Fresno neighborhoods. This plan will hone in on how to bolster and advance the wider local cultural ecosystem as well as provide insights into
connecting cultural goals with broader social advancement and economic goals. More particularly, the plan will identify how the City of Fresno can shape cultural policy and initiatives as well as bolster and
celebrate the diverse array of present and future local cultural assets. The developed plan will include informalion on:
Background, including the Measure P initiative
Contextual statistics of Fresno informing the plan
Demographics
Economic indicators
Previously collected arts and culture participation statistics
Description of the research and development process for the plan itself
The Plan will further identify:
Current cultural and artistic practices and preferences
Most valued cultural assets in Fresno
Desires and needs of the community around arts and culture
Implementation plan
Goals and objectives
Governance of funds utilization
Programming priorities
Policy changes
The plan shall include appendices of data table snapshots, infographics, tables, and other visual representations of key findings. The planning document must be produced in an accessible format in English. Any
request for translation of this document into more languages will require additional funds beyond the scope of this agreement. Includes 2 rounds of stakeholder review for plan and designs .
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TASK DETAIL COSTS
2.2
Task: Produce Draft CuHural Arts Plan: NCAP will provide City of Fresno the draft Cultural Arts Plan for review and minor feedback.
2.3 $400
Task: Hold a Review Meeting: NCAP and City of Fresno will virtually meet to review Draft Plan and any minor edits/feedback.
2.4
Task: Finalize Cultural Arts Plan: NCAP will provide City of Fresno via email the Finalized Draft Plan that incorporates the City's feedback.
2.4
Task: Flnal Plan: NCAP will provide City of Fresno via email the Final Plan ,
3.1 $2,500
Task: Present Plan to City Council: The City of Fresno, in coordination with NCAP, will present the Final Plan to City Council for consideration. NCAP will develop a powerpoint presentation for the Council item
that will include an overview of the process, summary of findings, and highlights from the proposed plan for consideration. NCAP will attend the City Council meeting virtaully (if allowable per City Council rules and
regulations) to present the Plan with City Staff and answer questions from the Council and Community.
4.1 $12,500
Task: Project Management: NCAP will provide project management over the scope and ensure project tasks and milestones are met. City of Fresno will adminster the agreement and be NCAP's point of contact
for the project.
4.2
Task: Invoicing for Reimbursement: NCAP will provide City of Fresno invoices for work performed with itemized backup documentation to substantiate the requested amount. City of Fresno will process
complete invoice packages amounting to four equal payments of $37,500 based on the following payment schedule:
• May 15, 2022
• August 15, 2022
• December 15, 2022
• March 31, 2023
5.1 $1,000
Additional Expensea: Community Meeting Materlals: For any print handouts and/or materials for the community meeting engagements .
5.2 $1,200
Additional Expensea: Research Software Tool Access: Acceas to survey tool access as well as national and state statistical databases and quantitative and qualitative analysis software.
5,3 $9,500
Additional Expense&: Cultural Plan Development Materials And Final Cultural Pian Design: Development and design of cultural plan sent as a digital file.
5.4 $8,000
Additional Expenses: Travel and Lodging: Addresses NCAP team member travel and lodging needs to provide onsite kickoff and four (4) community meetings.
TOTAL $150,000.00
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EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and Network for Culture & Arts Policy (Consultant)
Cultural Arts Plan
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, 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
Consultant's profession. Architect's and engineer's coverage is to be
endorsed to include contractual liability.
MINIMUM LIMITS OF INSURANCE
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 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:
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,
DocuSign Envelope ID: DD799CBD-00A9-4B41-9517-3F22B471AA43
(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):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event Consultant purchases an Umbrella or Excess insurance policy(ies) to meet
the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford
no less coverage than the primary insurance policy(ies). 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
Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and 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 City, its officers, officials, employees, agents,
and volunteers; or
(ii) Consultant shall provide a financial guarantee, satisfactory to City's
Risk Manager or designee, guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
At no time shall City be responsible for the payment of any
deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. City, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds . Consultant 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 201010 01 and CG 20 37 10 01 or
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by an executed manuscript insurance company endorsement providing
additional insured status as broad as that contained in ISO Form
CG 201011 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, Consultant'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 Consultant's insurance and shall not
contribute with it. 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 20 01 04 13.
The Workers ' Compensation insurance policy is to contain, or be endorsed to contain, the
following provision: Consultant and its insurer shall waive any right of subrogation against
City, its officers, officials, employees, agents, and volunteers.
If the Professional (Errors and Omissions) 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 Consultant.
1. Insurance must be maintained and evidence of insurance must be provided
for at least five 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 year discovery period.
2. 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 Consultant, Consultant
must purchase "extended reporting" coverage for a minimum of five years
completion of the Agreement work or termination of the Agreement,
whichever occurs first.
3. A copy of the claims reporting requirements must be submitted to City for
review.
4. 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
calendar days' written notice by certified mail, return receipt requested, has been given
to City. Consultant 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, Consultant shall furnish
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City with a new certificate and applicable endorsements for such policy(ies). In the event
any policy is due to expire during the work to be performed for City, Consultant shall
provide a new certificate, and applicable endorsements, evidencing renewal of such
policy not less than 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.
VERIFICATION OF COVERAGE
Consultant shall furnish City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the City's Risk Manager or 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, Consultant shall immediately furnish City with a complete
copy of any insurance policy required under this Agreement, including all endorsements,
with said copy certified by the underwriter to be a true and correct copy of the original
policy. This requirement shall survive expiration or termination of this Agreement.
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Cultural Arts Plan
YES* NO
1 Are you currently in litigation with the City of Fresno or any of
its agents?
□ ti/
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?
□ lv'
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?
□ [Y
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 this Project? □ ~
* If the answer to anv auestion is yes, please explain jn full below .
Explanation: ~ _...--:;,
Si g natur
4/15/2022
Date
Tony Cleasby
(Name)
Network for Culture & Arts Policy, LLC
(Company)
567 6th Avenue, Garden Level
(Address)
Brooklyn, NY 11215Additional page(s) attached .
(City, State Zip)