HomeMy WebLinkAboutTransformance Consulting, Leena Rai - Agreement Consultant - 12.12.23DocuSign Envelope ID: F9EDEFEF-D2B3-4CE0-BBAF-1046AD5ED2EB
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT (Agreement) is made and entered into,
effective December 12, 2023, by and between the CITY OF FRESNO, a California
municipal corporation (City), and TRANSFORMANCE CONSULTING, Leena
Rai (Consultant).
RECITALS
WHEREAS, the City desires to obtain professional consulting services for the IBEW
Classification & Compensation Study (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a human
resources and management effectiveness consulting firm 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
Personnel Services 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 3, 2024, subject to any earlier termination in accordance
with this Agreement. The services of the Consultant as described in Exhibit A are
to commence upon the Effective Date and shall be completed in a sequence
assuring expeditious completion, but in any event, all such services shall be
completed prior to expiration of this Agreement and in accordance with any
performance schedule set forth in Exhibit A.
3. Compensation.
(a) The Consultant's sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total
fee not to exceed $24,500.00, paid on the basis of the rates set forth in the
schedule of fees and expenses contained in Exhibit A.
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(b) Detailed statements shall be rendered monthly for services performed in the
preceding month and will be payable in the normal course of City business.
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 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.
4. Termination, Remedies, and Force Maieure.
(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 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.
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perform in accordance with the terms of this Agreement, the City may
withhold an amount that would otherwise be payable as an offset to, but not
in excess of, the City's damages caused by such failure. In no event shall
any payment by the City pursuant to this Agreement constitute a waiver by
the City of any breach of this Agreement which may then exist on the part
of the Consultant, nor shall such payment impair or prejudice any remedy
available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant, the City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which
may be available to it under applicable laws of the State of California or any
other applicable law; (ii) proceed by appropriate court action to enforce the
terms of the Agreement; and/or (iii) recover all direct, indirect,
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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 any excusable delay,
setting forth the full particulars in connection therewith, and shall remedy
such occurrence with all reasonable dispatch, and shall promptly give
written notice to Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by the
Consultant pursuant to this Agreement shall not be made available to any
individual or organization by the Consultant without the prior written
approval of the Administrator. During the term of this Agreement, and
thereafter, the Consultant shall not, without the prior written consent of the
City, disclose to anyone any Confidential Information. The term Confidential
Information for the purposes of this Agreement shall include all proprietary
and confidential information of the City, including but not limited to business
plans, marketing plans, financial information, materials, compilations,
documents, instruments, models, source or object codes and other
information disclosed or submitted, orally, in writing, or by any other medium
or media. All Confidential Information shall be and remain confidential and
proprietary in the City.
(b) Any and all writings and documents prepared or provided by the Consultant
pursuant to this Agreement are the property of the City at the time of
preparation and shall be turned over to the City upon expiration or
termination of the Agreement. The Consultant shall not permit the
reproduction or use thereof by any other person except as otherwise
expressly provided herein.
(c) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this Agreement.
6. Professional Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as the Consultant represents to the City that the
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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.
7. Indemnification. To the furthest extent allowed by law, including California Civil
Code section 2782, 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 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, 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-Vll" 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, 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 insurance is in compliance with the
requirements. Any failure to maintain the required insurance shall be
sufficient cause for the City to terminate this Agreement. No action taken by
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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.
9. Conflict of Interest and Non -Solicitation.
(a) Prior to the City's execution- of this Agreement, the Consultant shall
complete a City of Fresno conflict of interest disclosure statement in the
form as set forth in Exhibit C. During the term of this Agreement, the
Consultant shall have the obligation and duty to immediately notify the City
in writing of any change to the information provided by the Consultant in
such statement.
(b) The Consultant shall comply, and require its subcontractors to comply, with
all applicable (i) professional canons and requirements governing
avoidance of impermissible client conflicts; and (ii) federal, state and local
conflict of interest laws and regulations including, without limitation,
California Government Code Section 1090 et seq., the California Political
Reform Act (California Government Code Section 87100 et. seq.) and the
regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et.
seq.). At any time, upon written request of the City, the Consultant shall
provide a written opinion of its legal counsel and that of any subcontractor
that, after a due diligent inquiry, the Consultant and the respective
subcontractor(s) are in full compliance with all laws and regulations. The
Consultant shall take, and require its subcontractors to take, reasonable
steps to avoid any appearance of a conflict of interest. Upon discovery of
any facts giving rise to the appearance of a conflict of interest, the
Consultant shall immediately notify the City of these facts in writing.
(c) In performing the work or services to be provided hereunder, the Consultant
shall not employ or retain the services of any person while such person
either is employed by the City or is a member of any City council,
commission, board, committee, or similar the City body. This requirement
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may be waived in writing by the City Manager, if no actual or potential
conflict is involved.
(d) The Consultant represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit
or procure this Agreement or any rights/benefits hereunder.
(e) Neither the Consultant, nor any of the Consultant's subcontractors
performing any services on this Project, shall bid for, assist anyone in the
preparation of a bid for, or perform any services pursuant to, any other
contract in connection with this Project unless fully disclosed to and
approved by the City Manager, in advance and in writing. The Consultant
and any of its subcontractors shall have no interest, direct or indirect, in any
other contract with a third party in connection with this Project unless such
interest is in accordance with all applicable law and fully disclosed to and
approved by the City Manager, in advance and in writing. rvoLwlLrisLaridiiiy
any approval given by the City Manager under this provision, the Consultant
shall remain responsible for complying with Section 9(b), above.
(f) If the Consultant should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, the Consultant
shall include the provisions of this Section 9 in each subcontract and require
its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Program. In the event the Consultant maintains an office or operates a
facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, the Consultant at its sole cost and
expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by the City's Solid Waste Management Division, for
each office and facility. Literature describing the City recycling programs is
available from the City's Solid Waste Management Division and by calling
City of Fresno Recycling Hotline at (559) 621-1111.
IM Irnm,�ediately rnntact the City's Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of the City's Solid Waste
Management Division the establishment of the recycling program in
paragraph (a) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of the
City within the body of this Agreement, and not otherwise specifically
provided for, shall be effective only if signed by the Administrator or
designee.
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(b) Records of the Consultant's expenses pertaining to the Project shall be kept
on a generally recognized accounting basis and shall be available to the
City or its authorized representatives upon request during regular business
hours throughout the life of this Agreement and for a period of three years
after final payment or, if longer, for any period required by law. In addition,
all books, documents, papers, and records of the Consultant pertaining to
the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If
any litigation, claim, negotiations, audit or other action is commenced before
the expiration of said time period, all records shall be retained and made
available to the City until such action is resolved, or until the end of said
time period whichever shall later occur. If the Consultant should
subcontract all or any portion of the services to be performed under this
Agreement, the Consultant shall cause each subcontractor to also comply
with the requirements of this paragraph. This Section 11(b) shall survive
expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant shall have
provided evidence to the City that the Consultant is licensed to perform the
services called for by this Agreement (or that no license is required). If the
Consultant should subcontract all or any portion of the work or services to
be performed under this Agreement, the Consultant shall require each
subcontractor to provide evidence to the City that subcontractor is licensed
to perform the services called for by this Agreement (or that no license is
required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and local
law, the Consultant shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as
a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and
during the performance of this Agreement, the Consultant agrees as follows:
(a) The Consultant will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era be excluded from
participation in, be denied the benefits of, or be subject to discrimination
under any program or activity made possible by or resulting from this
Agreement.
(b) The Consultant will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. The Consultant shall ensure that applicants
are employed, and the employees are treated during employment, without
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regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to the Consultant's employment
practices including, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Consultant agrees to
post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination
clause.
(c) The Consultant will, in all solicitations or advertisements for employees
placed by or on behalf of the Consultant in pursuit hereof, state that all
qualified applicants will receive consideration for employment without
regard to race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era.
(d) The Consultant will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
representatives of the Consultant's commitment under this section and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, the Consultant is acting
solely as an independent contractor. Neither the Consultant, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee,
joint venturer, partner or associate of the City for any purpose. The City
shall have no right to control or supervise or direct the manner or method
by which the Consultant shall perform its work and functions. However, the
City shall retain the right to administer this Agreement so as to verify that
the Consultant is performing its obligations in accordance with the terms
and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between
the Consultant and the City. The Consultant shall have no authority to bind
the City absent the City's express written consent. Except to the extent
otherwise provided in this Agreement, the Consultant shall bear its own
costs and expenses in pursuit thereof.
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(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 City employment benefits,
entitlements, programs and/or funds offered employees of the City whether
arising by reason of any common law, de facto, leased, or co -employee
rights or other theory. It is acknowledged that during the term of this
Agreement, the Consultant may be providing services to others unrelated
to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the
terms of this Agreement shall be in writing and shall be deemed to be duly given
if delivered personally, transmitted by facsimile followed by telephone
confirmation of receipt, or sent by United States registered or certified mail, with
postage prepaid, return receipt requested, addressed to the party to which notice
is to be given at the party's address set forth on the signature page of this
Agreement or at such other address as the parties may from time to time
designate by written notice. Notices served by United States mail in the manner
above described shall be deemed sufficiently served or given at the time of the
mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all
parties, it shall be binding upon, and shall inure to the benefit of, all parties, and
each parties' respective heirs, successors, assigns, transferees, agents, servants,
employees and representatives.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no
assignment by the Consultant of its rights or obligations under this
Agreement without the prior written approval of the City Manager or
designee. Any attempted assignment by the Consultant, its successors or
assigns, shall be null and void unless approved in writing by the City
Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any monies due
the Consultant from the City under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). The City retains the right to pay
any and all monies due the Consultant directly to the Consultant.
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17. Corn0ance With Law. In providing the services required under this Agreement,
the Consultant shall at all times comply with all applicable laws of the United
States, the State of California and the City, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory
agencies, now in force and as they may be enacted, issued, or amended during
the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of
this Agreement shall not constitute a continuing waiver or a waiver of any
subsequent breach of either the same or a different provision of this Agreement.
No provisions of this Agreement may be waived unless in writing and signed by
all parties to this Agreement. Waiver of any one provision herein shall not be
deemed to be a waiver of any other provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another
jurisdiction. Venue for purposes of the filing of any action regarding the
enforcement or interpretation of this Agreement and any rights and duties
hereunder shall be Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement,
the prevailing party in such proceeding or action shall be entitled to recover from
the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any Exhibit or Attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and
conditions expressed within the Exhibit or Attachment. Furthermore, any terms
or conditions contained within any Exhibit or Attachment hereto which purport to
modify the allocation of risk between the parties, provided for within the body of
this Agreement, shall be null and void.
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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 the City and the Consultant.
29. The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of
authority must be expressly included in the Agreement. -
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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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 Calif accn aak jpal corporation
By: ;��1,
Sumeet Malhi
Director of Personnel Services
No signature of City Attorney required.
Standard Document ALL-S GCS Agt
Not to Exceed w/Cyber (08-2023) has
been used without modification, as
certified by the undersigned.
i
Geo triager
nne A. White
City
ATTEST:
TODD STERMER, CIVIC
City Cie
By:
1 lv,, /t/ Date
Deputy
Addresses:
CITY:
City of Fresno
Attention: Sumeet Malhi,
Director of Personnel Services
2600 Fresno Street, Room 1030
Fresno, CA 93721
Phone: (559) 621-6985
E-mail: sumeet.malhi@fresno.gov
TRANSFORMANCE CONSULTING,
Leena Rai
By:
Name: Leena Rai
Title: Principal Consultant
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
Q11. %,_T�
Ljy.
Name: Leena Rai
Title: Chief Financial Officer
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
CONSULTANT:
Transformance Consulting
Attention: Leena Rai,
Principal Consultant
11274 Evergreen Loop
Corona, CA 92883
Phone: (714) 337-1954
E-mail:
Irai@transformanceconsulting.com
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
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ALL-S GGS Agt Not to Exceed w/Cyber (08-2023)
DocuSign Envelope ID: F9EDEFEF-D2B3-4CE0-BBAF-1046AD5ED2EB
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DocuSign Envelope ID: F9EDEFEF-D2B3-4CE0-BBAF-1046AD5ED2EB
EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and Transformance Consulting (Consultant)
IBEW Classification & Compensation Study
Project Activities and Study Details
Classification and Compensation Study Plan Kickoff Meeting (Estimated Hours: 12)
• Define study scope and expectations
• Develop tentative schedule for project activities
• Describe roles and responsibilities of consulting team, and study project team and
labor union representatives, if suitable.
• Discuss communication protocol, methods to ensure consistent check -in, system to
upload PDQ data, and share interview notes.
• Develop Allocation List, customize PDQ and prepare Class Spec Template and
Interview Format and Notes Format.
Position Description -Questionnaire
Distribution and Collection of PDQ for both Employees and Supervisors (Estimated
Hours: 10)
• Customized PDQ distribution and collection of survey data
• Collection of PDQs from employees completing survey, and coordination of receipt.
• Analysis of information received and update of Allocation List
• Coordination with administrators regarding interviewees, total number of
classification to be included in study and submission of date, time and online/onsite
format of interviews to be held.
Classification Interviews (30 mins for individual and 45 mins for group interviews)
(Estimated Hours: 75)
• Conduct employee classification interviews (total number/hours will depend on
employee requests, and whether individual or group interviews are preferred).
• Conduct follow-up supervisory interviews.
Draft of Class Specifications (Estimated Hours: 65)
• Develop and submit draft class specifications based upon PDQ and Interviews
conducted. Total number will again depend on class specs required.
• Coordinate distribution of draft class specifications for both employee and
supervisory review.
Final Class Specifications Development and Submission (Estimated Hours: 10)
• Completion of final edits and final class specifications, reformatted class specs and
new class specs.
• Updates to final allocation list
• Check -in with City and IBEW administrators regarding compensation study, with
confirmation of benchmark classifications, labor market sites and related
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compensation study parameters.
Total Compensation Study Project Activities (Estimated Hours: **45)
Prepare and submit for approval Base Salary study data sheets, including confirmation
of benchmark classifications and selected comparison labor market sites; confirm
benefits elements to be collected.
• Customize and send for approval layout of compensation datasheets — base salary
for benchmarked classes and benefits comparison sheets; confirm desired
percentile for presentation: mean, median or midpoint; confirm criteria for suitable
matches, and "no comparable match" determination.
• Establish timeline, dates of data review and check -in with administrators.
• Data Collection for Compensation Analysis; Submission of data sheets to
administrator for review and feedback.
• Finalization of Compensation/Benefits Data Sheets and submission to City and
IBEW administrators.
** Total number of hours will be dependent upon number of benchmarked classifications
and labor market sites to be studied.
Draft and Final Classification and Total Compensation Study Report (Estimated Hours:
10)
• Development and draft of both classification study goals, process and outcomes;
sent in draft form to administrators for comments, and input to be incorporated into
final form of report.
• Development and finalization of Study Report; submission to City and IBEW
administrators.
• Presentation of Final Results, as requested and scheduled.
Total Approximate Project Hours: 227
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SCHEDULE OF FEES AND EXPENSES
NUMBER OF STUDY CLASSIFICATIONS
Classification and Compensation Study Activities
(7 STUDY CLASSIFICATIONS)
TRAVEL & EXPENSES
TOTAL STUDY COST (TO NOT EXCEED)
COST
$3,500 per classification at
7 Total IBEW classifications
At Cost (Firm in Southern CA)
$24,500
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EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and Transformance Consulting (Consultant)
IBEW Classification & Compensation Study
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 the
Consultant's profession.
MINIMUM LIMITS OF INSURANCE
The Consultant, or any party the Consultant subcontracts with, shall maintain limits of
liability of not less than those set forth below. However, insurance limits available to the
City, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
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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 the Consultant purchases an Umbrella or Excess insurance policy(ies) to
meetthe "Minimum 11 Limits of insurance, this insurance policy(IC,) shall IVIIVw loan 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.
DEDUC I IBLES AND SELF -INSURED RE I ENTIOI 'S
The Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and the Consultant shall also be responsible for
payment of any self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. The Consultant shall establish additional insured status
for the City and 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
85 or CG 20 10 04 13.
2. The coverage shall contain no special limitations on the scope of protection
afforded to the City, its officers, officials, employees, agents, and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and coverage
shall be available to the Additional Insured.
3. The 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 the Consultant's insurance and shall not
contribute with it. The 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.
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4. The Workers' Compensation insurance policy is to contain, or be endorsed
to contain, the following provision: the Consultant and its insurer shall waive any right of
subrogation against the City, its officers, officials, employees, agents, and volunteers.
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 the City. The 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, the
Consultant shall furnish the City with a new certificate and applicable endorsements for
such policy(ies). In the event any policy is due to expire during the work to be performed
for the City, the Consultant shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than fifteen (15) calendar days prior to the
expiration date of the expiring policy.
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 these polices will be twice the above
stated limits.
7. The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without limitation, liability
under the indemnity provisions of this Agreement. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by the Consultant. Approval
or purchase of any insurance contracts or policies shall in no way relieve from liability nor
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.
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 the 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 5-year discovery period.
3. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of the
Agreement or the commencement of work by the Consultant, the Consultant must
purchase "extended reporting" coverage for a minimum of five (5) years completion of the
Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the City
for review.
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5. These requirements shall survive
Agreement.
VERIFICATION OF COVERAGE
expiration or termination of the
The Consultant shall furnish the City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements are
to be received and approved by the City's Risk Manager or designee prior to the City's
execution of the Agreement and before work commences. All non -ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of the City, the Consultant shall immediately furnish with a complete
copy of any insurance policy required under this Agreement, including all endorsements,
with said copy certified by the underwriter to be a true and correct copy of the original
policy. This requirement shall survive expiration or termination of this Agreement.
SUBCONTRACTORS
If the Consultant subcontracts any or all of the services to be performed under this
Agreement, the Consultant shall require, at the discretion of the City Risk Manager or
designee, subcontractor(s) to enter into a separate side agreement with the City to
provide required indemnification and insurance protection. Any required side
agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by the City's Risk Manager or designee. If no side agreement
is required, the Consultant shall require and verify that subcontractors maintain insurance
meeting all the requirements stated herein and the Consultant shall ensure that the City,
its officers, officials, employees, agents, and volunteers are additional insureds. The
subcontractors' certificates and endorsements shall be on file with the Consultant, and
the City, prior to commencement of any work by the subcontractor.
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
IBEW Classification & Compensation Stud
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of
❑
0
its agents?
2
Do you represent any firm, organization, or person who is in
❑
❑7C
litigation with the City of Fresno?
3
Do you currently represent or perform work for any clients who
❑
❑X
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
❑
0
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:
N/A
-I Additional page(s) attached.
V2�
Signature
December 11, 2023
Date
Leena Rai, Principal Consultant
(Name)
Transformance Consulting
(Company)
11274 Evergreen Loop
(Address)
Corona, CA 92883
(City State Zip)
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