HomeMy WebLinkAboutUrban Peace Institute a dba of urban Peace Agreement Consultant Services - 1-17-24Page 1 of 24
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into. effective on ,
by and between the CITY OF FRESNO, a California municipal corporation (the City), and
The Connie Rice Institute for Urban Peace dba Urban Peace Institute, a California non-
profit Corporation (the Consultant).
RECITALS
WHEREAS, the City desires to obtain professional consulting services for street outreach
training (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a non-
profit organization focused on violence reduction by providing training and technical
assistance 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 PARCS Director
(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions,
and premises hereinafter contained to be kept and performed by the respective parties, it
is mutually agreed as follows:
1) Scope of Services. 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 30, 2025, 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) Recordkeeping and Performance Data.
a) Consultant shall document all services provided to Participants and maintain
individual Participant's service records and case files in a secure location with access
limited to appropriate staff to ensure that confidentiality and safety is maintained and
protected,
b) Consultant shall provide any monthly and quarterly reports, and any certifications as
required by Agency, in accordance with the grant guidelines and specified time
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frames as outlined in Exhibit C.
c) ln the event of termination, the non-confidential reports prepared by Consultant shall
be immediately turned over to the City by CONSULTANT.
4) Financial Reporting, Auditing and Document Retention. Consultant shall submit a
monthly or quarterly invoice to PARCS for the eligible expenses incurred for
Program. Billing documentation shall include the following:
A breakdown of expenditures by cost category:
a) Supporting documentation of all costs including payroll registers, general ledgers
and checks as requested by Agency; and
b) Time sheet documentation for grant funded staff position.
c) Consultant shall maintain accurate, complete, orderly and separate records for the
Program and funding separately from all other funds, including any United States
Department of Justice (“DOJ”) award funds awarded for the same or similar
purposes or programs. CONSULTANT agrees that all personnel performing
activities hereunder shall maintain separate timesheets to document hours worked
for activities related to the Grant and this MOU. Records of CONSULTANT expenses
pertaining to the Program shall be kept on a generally reco gnized accounting basis.
d) All records shall be available to Agency, BSCC, the Comptroller General of the
United States, DOJ (including the Office of Justice Programs and the Office of the
Inspector General, and its representatives, and the Government Accoun tability
Office (“GAO”)), and/or any of their authorized representatives upon request during
regular business hours throughout the life of this MOU and for a period of three years
after final payment or, if longer, for any period required by law or the Gra nt. In
addition, all books, documents, papers, and records of CONSULTANT pertaining to
the Program shall be available for the purpose of making audits, examinations,
excerpts, and transcriptions for the same period of time. This paragraph shall survive
expiration or termination of this MOU.
e) Consultant also understands and agrees that Agency, DOJ and/or the GAO are
authorized to interview any officer or employee of Consultant regarding transactions
related to this MOU.
5) 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 $300,000
paid on the basis of the rates set forth in the schedule of fees and expenses
contained in Exhibit A.
b) Detailed statements shall be rendered monthly for services performed in the
preceding month and will be payable in the normal course of the City business. The
City shall not be obligated to reimburse any expense for which it has not received a
detailed invoice with applicable copies of representative and identifiable receipts or
records substantiating such expense.
c) The parties may modify this Agreement to increase or decrease the scope of services
or provide for the rendition of services not required by this Agreement, which
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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.
6) Termination, Remedies and Force Majeure.
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 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; proceed
by appropriate court action to enforce the terms of the Agreement; and/or 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 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 a ny
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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.
7) 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.
8) 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 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.
9) Indemnification. To the furthest extent allowed by law, including California Civil Code
section 2782.8, 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, litigation expenses and cost to enforce this agreement) 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
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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.
10) 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 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 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 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.
11) Conflict of Interest and Non-Solicitation.
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 D.
During the term of this Agreement, 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.
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a) 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 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 co nflict 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.
b) 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.
c) 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.
d) 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.
e) 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.
f) This Section 9 shall survive expiration or termination of this Agreement.
12) 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)
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621-1111.
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.
13) 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 license to perform the services called for by this
Agreement (or that no license is required) before beginning work.
d) 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
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veteran or veteran of the Vietnam era. Subject to the foregoing and during the
performance of this Agreement, the Consultant agrees as follows:
e) 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 Vie tnam
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.
f) 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.
g) 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.
h) 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.
i) 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.
14) 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 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 contr ol or
supervise or direct the manner or method by which the Consultant shall perform its
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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.
15) 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.
16) 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.
17) 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.
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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.
18) 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.
19) 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.
20) 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.
21) 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.
22) 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.
23) 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.
24) Attorney's Fees. If either party is required to commence any proceeding or legal action
to enforce or interpret any term, covenant or condition of this Agreement, the prevailing
party in such proceeding or action shall be entitled to recover from the other party its
reasonable attorney's fees and legal expenses.
25) Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference,
incorporated into and made a part of this Agreement.
26) 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 co nditions
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
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and void.
27) 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.
28) 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.
29) 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 the City and the Consultant.
30) The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of authority
must be expressly included in the Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
GEORGEANNE A. WHITE
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Christine C. Charitar
Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Deputy
Addresses:
CITY:
City of Fresno
Attention:
Street Address:
Phone:
E-mail:
INSTITUTE FOR URBAN PEACE dba
URBAN PEACE INSTITUTE,
a California non-profit corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
CONSULTANT:
Attention:
Street Address:
Phone:
E-mail:
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B – Insurance Requirements
3. Exhibit C – Summary of Reporting Requirements
4. Exhibit D – Disclosure of Conflict of Interest
-
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frejon@urbanpeaceinstitute.org
Urban Peace Institute
213-404-0124
Fernando Rejon
1910 W. Sunset Blvd., Ste. 800
Exec. Director
Fernando Rejon
Timothy Shugrue
Director of Finance and Operations
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1/17/2024
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of
Fresno (City) and [Consultant Name] (Consultant)
Street Outreach Training Modules
Overview
UPI seeks to build off its past efforts with the City of Fresno to further assist in the development
of a framework for a comprehensive violence prevention reduction strategy. UPI uniquely
understands the community violence and gang dynamics currently present in Fresno through
its past engagement and training efforts. Moreover, UPI is sensitive to and cognizant of the
current relationships between law enforcement and the local community violence intervention
workforce. UPI envisions this comprehensive strategy will set a standard of practice for
Fresno’s future street outreach efforts.
UPI will then provide training to street outreach workers to adhere to these new standards. The
organization will develop a comprehensive violence intervention and prevention training plan
that is reflective of the current skillset and reality of Fresno’s street outreach workers.
Furthermore, UPI will ensure this training plan builds upon the previous introductory
Community Violence Intervention training UPI provided for Fresno stakeholders. These new
training courses will further professionalize the field and build upon the previous introductory
skills to ensure street outreach can be an effective tool to create community safety throughout
Fresno.
Task 1:
UPI will first work to develop a framework for a comprehensive violence prevention strategy
that sets standards of practice for street outreach in Fresno. Leveraging its past training
modules for community violence intervention and first-hand experience in the region, the UPI
team will review its past curriculum, pre and post-training assessments, and strategy notes to
examine the effectiveness of these efforts. UPI will then identify gaps in knowledge,
professional standards, and relationships needed to fully develop a framework to shape future
work. In partnership with city leaders and practitioners, UPI’s technical assistance team will
then analyze methods to ensure multisector collaboration to support practice outreach and
ensure a crisis intervention infrastructure can thrive throughout the City of Fresno. UPI expects
the framework development to occur from January – March 2024, and then will guide the
development of a training plan to ensure its successful implementation.
Task 2:
After the completion of a framework for a comprehensive violence prevention strategy, UPI will
then work to develop a training plan that can advance communi ty partners and local law
enforcement’s skills to more effectively reduce violence. UPI anticipates the proposed training
modules will parallel to areas identified by the City of Fresno, including: law and public policy,
education, community organization, hospital-based violence intervention programs, trauma
care, and advocacy practices.
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UPI expects it will then provide trainings on these topic areas through: (1) five day in -person,
eight hour/ day certification training for community intervention workers, (1) one day in-person,
eight-hour/day cross-training on establishing a professional understanding to community
intervention workers and law enforcement partners, (1) five day in-person, eight-hour/day
hospital based certification training for hospital-based violence intervention workers, (2) two
day in-person, eight-hour/day law enforcement training for law enforcement partners. UPI will
then assist in the development and implementation of the community violence coalition to
further expand advocacy practices. UPI anticipates these proposed training sessions will have
the following timeline and overarching objectives listed below.
A. Community Violence Intervention Certification Training for Community Violence
Intervention Workers
Timeline: March 2024
Capacity: 30 participants
Length: 5-days
Objectives:
1: Understand the public health approach to violence prevention and reduction
2: Increase knowledge of role in violence intervention and how to fulfill it in a strategic manner.
3: Understand the importance of multi-sector collaboration and mission alignment in
implementation of a violence reduction strategy
4: Enhance personal and professional development to maintain effectiveness in all facets of
their work.
B. Community Violence Intervention Training for Law Enforcement Partners
Timeline: June and September 2024
Capacity: 30 participants each session
Length: 2-days
Objectives:
1: Understand the role and practice of law enforcement and community intervention workers
within a comprehensive violence reduction strategy.
2: Understand the importance of establishing a professional understanding with law
enforcement and community intervention workers to prevent and reduce violence.
C. Cross-Training on Establishing a Professional Understanding for Community
Intervention Workers and Law Enforcement Partners
Timeline: February 2025
Capacity: 50 participants
Length: 1-day
Objectives:
1: Understand the importance of multi-sector communication and collaboration amongst all
partners to leverage resources and increase trust.
D. Hospital Based Intervention Certification for Community Intervention Workers
Timeline: May 2025
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Capacity: 30 participants
Length: 5-days
Training Objectives:
1: Understand the public health approach to violence prevention and reduction
2: Increase knowledge of hospital-based violence intervention
3: Understand the importance of the role of hospital-based violence intervention workers,
challenges, HIPPA compliance, collaboration with community intervention workers and
mission
alignment in implementation of a violence reduction strategy
4: Enhance personal and professional development to maintain effectiveness in all facets of
their work.
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Technical Assistance
Following these training modules, UPI expects to provide ongoing development and technical assistance
to support the City of Fresno’s violence reduction efforts. UPI will also remain flexible in the timeframe and
proposed structure of its training modules to best reflect the identified and dynamic violence reduction needs in
the region.
Task 3: Evaluation
UPI will develop and implement a comprehensive evaluation plan to assess the effectiveness of its training
modules to enhance the knowledge and skills of its participants to use community violence intervention
practices. UPI will use a variety of quantitative and qualitative data to analyze the effectiveness of its training
modules, including pre and post-training assessments by participants. Please see attached for the full
evaluation plan presented on Appendix B, Training Module Evaluation.
As a result of the participants’ enhanced knowledge and skillset, UPI anticipates that violence prevention
and reduction efforts will be significantly bolstered through the City of Fresno.
Evaluation Plan
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Project Timeline
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Itemized Budget
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EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno
(the City) and Urban Peace Institute (the Consultant)
Street Outreach Training
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 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 CONSULTANT’S
profession.
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,
(iv) $2,000,000 general aggregate applying separately to the work performed under the
Agreement.
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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.
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 under
the General Liability policy for all ongoing and completed operations by use of endorsements
providing additional insured status as broad as that contained in ISO Form CG 20 10 11 8 5 or
CG 20 10 04 13.
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. 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
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of CONSULTANT’S insurance and shall not contribute with it. CONSULTANT shall establish
primary and non-contributory status on the General Liability policy by use of ISO Form CG 20
01 04 13, or by an executed endorsement that provides primary and non contributory status as
broad as that contained in ISO Form CG 20 01 04 13.
4. 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.
5. All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30)
calendar days written notice by certified mail, return receipt requested, has been given to CITY.
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 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.
6. 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 th ese polices will be twice the above stated limits.
7. 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 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 CON SULTANT,
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.
CLAIMS-MADE POLICIES
If the Professional Liability (Errors and Omissions) insurance policy 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 CONSULTANT.
2. Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years after completion of the Agreement work or termination of the Agreement,
whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than
a five (5) year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a retroactive date prior to the effective date of the Agreement or the
commencement of work by CONSULTANT, CONSULTANT must purchase “extended reporting”
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coverage for a minimum of five (5) years completion of the Agreement work or termination of
the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
VERIFICATION OF COVERAGE
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required hereunder. All certificates and applica ble endorsements are to be received
and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S execution of the
Agreement and before work commences. All non -ISO endorsements amending policy coverage
shall be executed by a licensed and aut horized 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.
SUBCONTRACTORS
If CONSULTANT subcontracts any or all of the services to be performed under this Agreement,
CONSULTANT shall require, at the discretion of 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 CITY Risk
Manager or designee. If no side agreement is required, CONSULTANT shall require and verify
that subcontractors maintain insurance meeting all the requirements stated herein and
CONSULTANT shall ensure that CITY, its officers, officials, employees, agents, and volunteers
are additional insureds. The subcontractors' certificates and endorsements shall be on file with
CONSULTANT, and CITY, prior to commencement of any work by the subcontractor.
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EXHIBIT C
SUMMARY OF REPORTING REQUIREMENTS
California Violence Intervention and Prevention Program reporting deadlines to submit quarterly
reports.
Reporting Period
October 1, 2023 – December 31, 2023
January 1, 2024 – March 31, 2024
April 1, 2024 – June 30, 2024
July 1, 2024 – September 30, 2024
October 1, 2024 – December 31, 2025
January 1, 2025 – March 31,2025
April 1, 2025-June 30, 2025
Due Date:
January 20, 2024
April 20, 2024
July 20, 2024
October 20, 2024
January 20, 2025
April 20, 2025
July 20, 2025
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EXHIBIT D
DISCLOSURE OF CONFLICT OF INTEREST
(Project Title)
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?
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 any question is yes, please explain in full below.
Explanation:
Signature
Date
Name
Company
Address
Additional page(s) attached.
City, State, Zip
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X
X
X
X
Los Angeles, CA 90026
Fernando Rejon
X
Urban Peace Institute
11/29/2023
X
1910 W. Sunset Blvd., Ste. 800
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