HomeMy WebLinkAboutAgreement A-22-480 with Nightingale Resolutions.pdf Agreement No. 22-480
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated October 25, 2022 and is between
3 Nightingale Dispute Consultants, Inc., a California corporation ("Contractor"), DBA Nightingale
4 Resolutions, and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. The County, through its Probation Department (Department), has determined there is a
8 need for transformative leadership and conflict resolution training services to further develop the
9 Department leadership team, grow professional capacities, and foster an environment of unity.
10 B. The Department requires transformative leadership and conflict resolution training,with
11 the addition of developing "Task Forces", which will be comprised of topic-centered work
12 groups, aimed at addressing Departmental obstacles, on topics such as: employee retention,
13 succession planning, access to information, unity, appropriately inclusive decision-making,
14 progress tracking, evidence-based practice, and increasing field interactions.
15 C. Contractor has provided conflict resolution and leadership training services to the
16 executive-level staff within the Department since 2019.
17 D. The Department anticipates that the requested services will be needed through October
18 31, 2025.
19 E. The County desires to engage the Contractor to provide transformative leadership and
20 conflict resolution services at the executive level by administering executive coaching sessions,
21 trainings, collaborative meetings, and adding in "Task Force" projects, according to the terms of
22 this Agreement.
23 The parties therefore agree as follows:
24 Article 1
25 Contractor's Services
26 1.1 Scope of Services. The Contractor shall perform all of the services provided in
27 Exhibit A to this Agreement, titled "Scope of Services."
28
1
1 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
2 able to perform all of the services provided in this Agreement.
3 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
4 applicable federal, state, and local laws and regulations in the performance of its obligations
5 under this Agreement, including but not limited to workers compensation, labor, and
6 confidentiality laws and regulations.
7 1.4 The services shall be provided at the Juvenile Justice Campus ("JJC"). Contractor
8 shall not have any right to control or exclusively possess all or any portion of any County facility,
9 including the JJC, and at any time, authorized County staff may enter County facilities, including
10 the JJC, where Contractor is performing services.
11 Article 2
12 County's Responsibilities
13 2.1 The County shall collaborate with the Contractor to coordinate in advance the
14 scheduling of the specific days set aside for services, as defined in Exhibit A.
15 Article 3
16 Compensation, Invoices, and Payments
17 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
18 the performance of its services under this Agreement as described in Exhibit B to this
19 Agreement, titled "Compensation."
20 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
21 under this Agreement is Seventy-Four Thousand Five Hundred and Fifty Dollars ($74,550)
22 during the initial annual term of this Agreement. The maximum annual compensation for each
23 potential extension years two and year three is Seventy-Four Thousand Five Hundred and Fifty
24 Dollars ($74,550). In no event shall compensation paid for services performed under this
25 Agreement exceed Two Hundred Twenty-Three Thousand Six Hundred and Fifty Dollars
26 ($223,650) during the total possible three-year term of this Agreement. The Contractor
27 acknowledges that the County is a local government entity, and does so with notice that the
28 County's powers are limited by the California Constitution and by State law, and with notice that
2
1 the Contractor may receive compensation under this Agreement only for services performed
2 according to the terms of this Agreement and while this Agreement is in effect, and subject to
3 the maximum amount payable under this section. The Contractor further acknowledges that
4 County employees have no authority to pay the Contractor except as expressly provided in this
5 Agreement.
6 3.3 Invoices. The Contractor shall submit monthly invoices to Fresno County Probation
7 Department, 3333 East American Ave. Bldg. 701 Ste. B Fresno CA, 93725 or electronically to:
8 Probation lnvoices(a)co.fresno.ca.us. The Contractor shall submit each invoice within 60 days
9 after the month in which the Contractor performs services and in any case within 60 days after
10 the end of the term or termination of this Agreement.
11 3.4 Payment. The County shall pay each correctly completed and timely submitted
12 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
13 address specified in the invoice.
14 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
15 expenses that are not specified as payable by the County under this Agreement.
16 Article 4
17 Term of Agreement
18 4.1 Term. This Agreement is effective on November 1, 2022 and terminates on October
19 31, 2023, except as provided in section 4.2, "Extension," or Article 6, "Termination and
20 Suspension," below.
21 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
22 year periods only upon written approval of both parties at least 30 days before the first day of
23 the next one-year extension period. The Chief Probation Officer or his or her designee is
24 authorized to sign the written approval on behalf of the County based on the Contractor's
25 satisfactory performance. The extension of this Agreement by the County is not a waiver or
26 compromise of any default or breach of this Agreement by the Contractor existing at the time of
27 the extension whether or not known to the County.
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1 Article 5
2 Notices
3 5.1 Contact Information. The persons and their addresses having authority to give and
4 receive notices provided for or permitted under this Agreement include the following:
5
For the County:
6 Chief Probation Officer
County of Fresno
7 Probation Department
County of Fresno
8 3333 E. American Ave., Suite B
Fresno, CA 93725
9
10 For the Contractor:
President
11 Nightingale Resolutions
5132 N Palm Ave#362
12 Fresno, CA 93704
tim.nightingaledc@gmail.com
13 Tel: 559.970.4349
14 5.2 Change of Contact Information. Either party may change the information in section
15 5.1 by giving notice as provided in section 5.3.
16 5.3 Method of Delivery. Each notice between the County and the Contractor provided
17 for or permitted under this Agreement must be in writing, state that it is a notice provided under
18 this Agreement, and be delivered either by personal service, by first-class United States mail, by
19 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
20 Document Format (PDF) document attached to an email.
21 (A) A notice delivered by personal service is effective upon service to the recipient.
22 (B) A notice delivered by first-class United States mail is effective three County
23 business days after deposit in the United States mail, postage prepaid, addressed to the
24 recipient.
25 (C)A notice delivered by an overnight commercial courier service is effective one
26 County business day after deposit with the overnight commercial courier service,
27 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
28 the recipient.
4
1 (D)A notice delivered by telephonic facsimile transmission or by PDF document
2 attached to an email is effective when transmission to the recipient is completed (but, if
3 such transmission is completed outside of County business hours, then such delivery is
4 deemed to be effective at the next beginning of a County business day), provided that
5 the sender maintains a machine record of the completed transmission.
6 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
7 nothing in this Agreement establishes, waives, or modifies any claims presentation
8 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
9 of Title 1 of the Government Code, beginning with section 810).
10 Article 6
11 Termination and Suspension
12 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
13 contingent on the approval of funds by the appropriating government agency. If sufficient funds
14 are not allocated, then the County, upon at least 30 days' advance written notice to the
15 Contractor, may:
16 (A) Modify the services provided by the Contractor under this Agreement; or
17 (B) Terminate this Agreement.
18 6.2 Termination for Breach.
19 (A) Upon determining that a breach (as defined in paragraph (C) below) has
20 occurred, the County may give written notice of the breach to the Contractor. The written
21 notice may suspend performance under this Agreement, and must provide at least 30
22 days for the Contractor to cure the breach.
23 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
24 time stated in the written notice, the County may terminate this Agreement immediately.
25 (C) For purposes of this section, a breach occurs when, in the determination of the
26 County, the Contractor has:
27 (1) Obtained or used funds illegally or improperly;
28 (2) Failed to comply with any part of this Agreement;
5
1 (3) Submitted a substantially incorrect or incomplete report to the County; or
2 (4) Improperly performed any of its obligations under this Agreement.
3 6.3 Termination without Cause. In circumstances other than those set forth above, the
4 County may terminate this Agreement by giving at least 30 days advance written notice to the
5 Contractor.
6 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
7 under this Article 6 is without penalty to or further obligation of the County.
8 6.5 County's Rights upon Termination. Upon termination for breach under this Article
9 6, the County may demand repayment by the Contractor of any monies disbursed to the
10 Contractor under this Agreement that, in the County's sole judgment, were not expended in
11 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
12 demand. This section survives the termination of this Agreement.
13 Article 7
14 Independent Contractor
15 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
16 agents, employees, and volunteers, is at all times acting and performing as an independent
17 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
18 venturer, partner, or associate of the County.
19 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
20 manner or method of the Contractor's performance under this Agreement, but the County may
21 verify that the Contractor is performing according to the terms of this Agreement.
22 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
23 right to employment rights or benefits available to County employees. The Contractor is solely
24 responsible for providing to its own employees all employee benefits required by law. The
25 Contractor shall save the County harmless from all matters relating to the payment of
26 Contractor's employees, including compliance with Social Security withholding and all related
27 regulations.
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1 7.4 Services to Others. The parties acknowledge that, during the term of this
2 Agreement, the Contractor may provide services to others unrelated to the County.
3 Article 8
4 Indemnity and Defense
5 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
6 County (including its officers, agents, employees, and volunteers) against all claims, demands,
7 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
8 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
9 the performance or failure to perform by the Contractor (or any of its officers, agents,
10 subcontractors, or employees) under this Agreement. The County may conduct or participate in
11 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
12 defend the County.
13 8.2 Survival. This Article 8 survives the termination of this Agreement.
14 Article 9
15 Insurance
16 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
17 Agreement.
18 Article 10
19 Inspections, Audits, and Public Records
20 10.1 Inspection of Documents. The Contractor shall make available to the County, and
21 the County may examine at any time during business hours and as often as the County deems
22 necessary, all of the Contractor's records and data with respect to the matters covered by this
23 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
24 request by the County, permit the County to audit and inspect all of such records and data to
25 ensure the Contractor's compliance with the terms of this Agreement.
26 10.2 State Audit Requirements. If the compensation to be paid by the County under this
27 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
28 California State Auditor, as provided in Government Code section 8546.7, for a period of three
7
1 years after final payment under this Agreement. This section survives the termination of this
2 Agreement.
3 10.3 Public Records. The County is not limited in any manner with respect to its public
4 disclosure of this Agreement or any record or data that the Contractor may provide to the
5 County. The County's public disclosure of this Agreement or any record or data that the
6 Contractor may provide to the County may include but is not limited to the following:
7 (A) The County may voluntarily, or upon request by any member of the public or
8 governmental agency, disclose this Agreement to the public or such governmental
9 agency.
10 (B) The County may voluntarily, or upon request by any member of the public or
11 governmental agency, disclose to the public or such governmental agency any record or
12 data that the Contractor may provide to the County, unless such disclosure is prohibited
13 by court order.
14 (C)This Agreement, and any record or data that the Contractor may provide to the
15 County, is subject to public disclosure under the Ralph M. Brown Act (California
16 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
17 (D)This Agreement, and any record or data that the Contractor may provide to the
18 County, is subject to public disclosure as a public record under the California Public
19 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
20 with section 6250) ("CPRA").
21 (E) This Agreement, and any record or data that the Contractor may provide to the
22 County, is subject to public disclosure as information concerning the conduct of the
23 people's business of the State of California under California Constitution, Article 1,
24 section 3, subdivision (b).
25 (F) Any marking of confidentiality or restricted access upon or otherwise made with
26 respect to any record or data that the Contractor may provide to the County shall be
27 disregarded and have no effect on the County's right or duty to disclose to the public or
28 governmental agency any such record or data.
8
1 10.4 Public Records Act Requests. If the County receives a written or oral request
2 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
3 and which the County has a right, under any provision of this Agreement or applicable law,to
4 possess or control, then the County may demand, in writing, that the Contractor deliver to the
5 County, for purposes of public disclosure, the requested records that may be in the possession
6 or control of the Contractor. Within five business days after the County's demand, the
7 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
8 possession or control, together with a written statement that the Contractor, after conducting a
9 diligent search, has produced all requested records that are in the Contractor's possession or
10 control, or (b) provide to the County a written statement that the Contractor, after conducting a
11 diligent search, does not possess or control any of the requested records. The Contractor shall
12 cooperate with the County with respect to any County demand for such records. If the
13 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
14 CPRA or other applicable law, it must deliver the record or data to the County and assert the
15 exemption by citation to specific legal authority within the written statement that it provides to
16 the County under this section. The Contractor's assertion of any exemption from disclosure is
17 not binding on the County, but the County will give at least 10 days' advance written notice to
18 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
19 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
20 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
21 failure to produce any such records, or failure to cooperate with the County with respect to any
22 County demand for any such records.
23 Article 11
24 Disclosure of Self-Dealing Transactions
25 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
26 or changes its status to operate as a corporation.
27 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
28 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
9
1 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
2 the County before commencing the transaction or immediately after.
3 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
4 a party and in which one or more of its directors, as an individual, has a material financial
5 interest.
6 Article 12
7 General Terms
8 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
9 Agreement may not be modified, and no waiver is effective, except by written agreement signed
10 by both parties. The Contractor acknowledges that County employees have no authority to
11 modify this Agreement except as expressly provided in this Agreement.
12 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
13 under this Agreement without the prior written consent of the other party.
14 12.3 Governing Law. The laws of the State of California govern all matters arising from
15 or related to this Agreement.
16 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
17 County, California. Contractor consents to California jurisdiction for actions arising from or
18 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
19 brought and maintained in Fresno County.
20 12.5 Construction. The final form of this Agreement is the result of the parties' combined
21 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
22 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
23 against either party.
24 12.6 Days. Unless otherwise specified, "days" means calendar days.
25 12.7 Headings. The headings and section titles in this Agreement are for convenience
26 only and are not part of this Agreement.
27 12.8 Severability. If anything in this Agreement is found by a court of competent
28 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
10
1 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
2 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
3 intent.
4 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
5 not unlawfully discriminate against any employee or applicant for employment, or recipient of
6 services, because of race, religious creed, color, national origin, ancestry, physical disability,
7 mental disability, medical condition, genetic information, marital status, sex, gender, gender
8 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
9 all applicable State of California and federal statutes and regulation.
10 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
11 of the Contractor under this Agreement on any one or more occasions is not a waiver of
12 performance of any continuing or other obligation of the Contractor and does not prohibit
13 enforcement by the County of any obligation on any other occasion.
14 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
15 between the Contractor and the County with respect to the subject matter of this Agreement,
16 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
17 publications, and understandings of any nature unless those things are expressly included in
18 this Agreement. If there is any inconsistency between the terms of this Agreement without its
19 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
20 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
21 exhibits.
22 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
23 create any rights or obligations for any person or entity except for the parties.
24 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
25 (A) The Contractor is duly authorized and empowered to sign and perform its
26 obligations under this Agreement.
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1 (B) The individual signing this Agreement on behalf of the Contractor is duly
2 authorized to do so and his or her signature on this Agreement legally binds the
3 Contractor to the terms of this Agreement.
4 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
5 electronic signature as provided in this section.
6 (A) An "electronic signature" means any symbol or process intended by an individual
7 signing this Agreement to represent their signature, including but not limited to (1) a
8 digital signature; (2) a faxed version of an original handwritten signature; or(3) an
9 electronically scanned and transmitted (for example by PDF document) version of an
10 original handwritten signature.
11 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
12 equivalent to a valid original handwritten signature of the person signing this Agreement
13 for all purposes, including but not limited to evidentiary proof in any administrative or
14 judicial proceeding, and (2) has the same force and effect as the valid original
15 handwritten signature of that person.
16 (C)The provisions of this section satisfy the requirements of Civil Code section
17 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
18 Part 2, Title 2.5, beginning with section 1633.1).
19 (D) Each party using a digital signature represents that it has undertaken and
20 satisfied the requirements of Government Code section 16.5, subdivision (a),
21 paragraphs (1)through (5), and agrees that each other party may rely upon that
22 representation.
23 (E) This Agreement is not conditioned upon the parties conducting the transactions
24 under it by electronic means and either party may sign this Agreement with an original
25 handwritten signature.
26 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
27 original, and all of which together constitute this Agreement.
28 [SIGNATURE PAGE FOLLOWS]
12
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
NIGHTINGALE RESOULTIONS COUNTY OF FRESNO
3
4
5 Tim Nightingale, Press t Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
6 5132 N Palm Ave#362-
Fresno, CA 93704 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By:_
10 Deputy
11 For accounting use only:
12 Org No.:34309999
Account No.:7295
13 Fund No.:0001
Subclass No.:10000
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13
Exhibit
1 Scope of Services
2 Nightingale Resolutions will engage in agreed upon services and deliverables, as described in
3 this Exhibit A.
4
5 1) Probation Executive Council (EC) Resources: Making resources available to EC as
members shift focus towards fulfilling EC's highest goals and exercising the members'
6 highest collective potential.
7 a.Executive Coaching: Participants gain knowledge and discern the options prior to
taking action steps.
8 b.Collaborative Meetings: Strategically convening key groups for intentional
9 conversations.
2) Task Forces: Launching and sustaining opt-in topic centered work groups with EC level
10 commitment to piloting innovations will give Probation an ability to attend to obstacles
identified through the Assessment and any additional obstacles noted along the way.
11 Additional detail is shown on page A-3.
12 a.Potential Task Force Topics, as ascertained from Assessment and on-going work:
i. Employee Retention
13 ii. Succession Planning
iii. Access to Information
14 iv. Unity
15 v. Appropriately Inclusive Decision-Making
vi. Tracking Progress
16 vii. Evidenced-Based Practice (EBP)
viii. Increasing Field Interactions for Officers
17 3) Training Resources: Mutually agreed upon training opportunities that do not naturally fit
18 within the "EC Resources" or"Task Forces" categories.
19 Professional Fees Total $74,550 per year, $223,650 over potential three-year term
20 ■ Service Term 11/01/2022 — 10/31/2025
■ Scheduled in the format of full-day reservations for services related to
21 consulting/training/documentation engagements, with proposed service fees detailed in
22 Exhibit B.
o This scope of services estimates approximately forty days of services for
23 consulting/training/documentation engagements, as outlined on page A-3 &
Exhibit B
24 It should be noted that while page A-3 & Exhibit B propose an estimated
number of training days for each service type, ultimately Probation and
25 Nightingale Resolutions will agree upon and jointly schedule the allotted
26 workdays for specific services, (currently proposing an estimated 34-42
workdays, with proposed breakdowns shown on page A-3 & Exhibit B).
27 These mutually agreed upon days will be scheduled as close to the
beginning of the engagement calendar as is feasible, up to 6 months in
28 advance.
A-1
Exhibit A
1 Once a day is mutually agreed upon by both Probation and Nightingale
Resolutions, it will be held on behalf of Probation by Nightingale
2 Resolutions and Probation will be invoiced for actual services rendered
3 on that day. The services rendered on that day may be non-client facing,
or with clients, and take place either in person or via an online platform.
4 o Both Probation and Nightingale Resolutions will commit to the allotted days,
unless both parties mutually agree upon rescheduling the allotted days. Exhibit B
5 describes the types of activities that may be invoiced on those allotted days.
6 o If a training/consulting engagement is mutually agreed upon that is over and
above the allotted amount, it will be invoiced at the same rate, as defined in
7 Exhibit B.
o If a mutually agreed upon training/consulting engagement requires additional
8 mutually agreed upon services, Nightingale Resolutions will be reimbursed for
the additional expenses, as defined in Exhibit B.
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A-2
Exhibit A
1 Task Force Stage EC Task Force Task Force session 25 Total Days
Session x Time by Time Reserved*
2 Common Goal 2 x 3 hrs = 6 hrs 1
3 Launch Groups 2x3 hrs = 6hrs 2x3 hrs = 6hrs 2
Train Leaders 4 x 3 hrs = 12 hrs 2
4 Develop 2x3hrs = 6hrs 8x3 hrs = 24hrs 5
Recommendations
5 Prepare 2x3 hrs = 6hrs 4x3 hrs = 12hrs 3
Recommendations
6 Recommend 2x3 hrs = 6hrs 2x3 hrs = 6hrs 2
7 Negotiate 2x3 hrs = 6hrs 2x3 hrs = 6hrs 2
Implement 4 x 3 hrs = 12 hrs 4 x 3 hrs = 12 hrs 4
8 Sustain 8 x 3 hrs = 24 hrs 4
9
10 Task Force Proiects
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Common Goal Gain Data Innovate&Affirm Implement&
13 Sustain
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17 MMMM*
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21 Agreed upon What we already know. Recognize what is in place that Accept
direction/purpose What we need to know. meets the desired requirements. recommendations.
22 for Work Group Discovering what we don't Recommend what could move the Organize steps for
23 know. work forward. change.
24 Follow steps.
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A-3
Exhibit B
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B.
5
6 Specific Service Fees
7 Executive Coaching $150 per session
8 (Executive Coaching takes place in (Sessions range from 45 minutes
a 1-on-1 format) to 1 hour)
9
10 Training/Collaborative Meetings
$312.50 per hour
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13 Task Force Projects $375 per hour
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B-1
Exhibit B
1 Service Commitment Days Set Aside/Associated Forecasted
Fees Total
2
3 $74,550
4 Executive Coaching 1 session with 12 Days/8 sessions per day = 96 $14,400
EC (8 members) each member sessions
5 once per
month $150 per session
6
Executive Coaching 1 Session 26 sessions/$150 per session $3,900
7 Chief Every 2
8 Weeks
9 Task Force—Work 50 three-hour 25 Days/$2,250 per reserved $56,250
Groups sessions, day (6 hours at$350/hour)
10 organized into
25 reserved $1,125 per half day reserved (3
11 days (6 hours)
hours/day)
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B-2
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name,job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
C-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
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Exhibit D
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
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Exhibit D
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
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