HomeMy WebLinkAboutCecil C. Hinton Community Center 2nd Amendment to the Grant Agreement - 8-26-24
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SECOND AMENDMENT TO THE GRANT AGREEMENT BETWEEN THE CITY OF
FRESNO AND THE CECIL C. HINTON COMMUNITY CENTER A NON-PROFIT
CORPORATION REGARDING FUNDING FOR THE HINTON CENTER PROJECT
THIS SECOND AMENDMENT TO THE GRANT AGREEMENT (Amendment) is entered into
effect on _____________________, between the CITY OF FRESNO, a California municipal
corporation (City), and the CECIL C. HINTON COMMUNITY CENTER, a California nonprofit
organization (Grantee).
RECITALS
WHEREAS, the City and the Grantee brought an agreement before the Fresno City
Council on August 24, 2023, and executed the agreement on April 12, 2024 (Agreement),
to provide grant funding for the Hinton Center Project (Project); and
WHEREAS, the City and Grantee entered into a First Amendment on April 12, 2024,
to modify insurance requirements for pollution and demolition and to modify payment terms
to ensure adequate insurance is in place prior to initiating any demolition or site work; and
WHEREAS, the City and the Grantee now desire to enter into a Second Amendment
to modify insurance requirements for professional liability insurance and commercial general
liability to ensure adequate insurance is in place prior to initiating Tasks specified in Exhibit
A; and
WHEREAS, the City and Grantee now desire to waive commercial automobile liability
due to the Grantee not having any company-owned automobiles; and
WHEREAS, with entry into this Amendment, the Grantee agrees it has no claim,
demand, or dispute against the City and affirms that it will abide by all obligations contained
in the Agreement approved by the Fresno City Council on August 24, 2023 and executed
on April 12, 2024.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals, which recitals are
contractual in nature, the mutual promises herein contained, and for other good and valuable
consideration hereby acknowledged the parties agree that the aforesaid Agreement be
amended as follows:
1. Exhibit B to the Agreement shall be revised in its entirety as “Exhibit B –
Revised Insurance Requirements” to reflect the modification of insurance requirements
attached hereto and incorporated herein by reference.
2. Professional liability insurance is to be waived until Task #2 of Exhibit A to the
Agreement begins. Prior to beginning Task #2, Grantee shall provide proof of insurance
requirement consistent with insurance requirement outlined in “Exhibit B – Revised
Insurance Requirements” attached to this Amendment. No work under Task #2 shall begin
prior to receipt of a written notice to proceed from the City. The City shall issue written notice
to proceed once proof of insurance is reviewed and approved.
3. Contractor’s pollution legal liability insurance is to be waived until Task #2 of
Exhibit A to the Agreement begins. Prior to beginning Task #2, Grantee shall provide proof
of insurance requirement consistent with insurance requirement outlined in “Exhibit B –
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Revised Insurance Requirements” attached to this Amendment. No work under Task #2
shall begin prior to receipt of a written notice to proceed from the City. The City shall issue
written notice to proceed once proof of insurance is reviewed and approved.
4. Prior to beginning any additional work on Tasks #1 and 2, Grantee shall
provide proof of commercial general liability insurance requirement consistent with
insurance requirement outlined in “Exhibit B – Revised Insurance Requirements” attached
to this Amendment including increased limits. No work under Tasks #1 or 2 shall begin prior
to receipt of a written notice to proceed from the City. The City shall issue written notice to
proceed once proof of insurance is reviewed and approved.
5. Commercial Automobile Insurance requirements are to be waived as the
Grantee does not have any company-owned automobiles.
6. In the event of any conflict between the body of this Amendment and any
Exhibit or Attachment hereto, the terms and conditions of the body of this Amendment 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 Amendment, shall be null and void.
7. Except as otherwise provided herein, the Agreement executed by the City and
the Grantee on April 12, 2024, and all obligations contained therein remain in full force and
effect.
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IN WITNESS WHEREOF, the Parties have executed this Amendment 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:
Tricia Herrera Date
Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
Cecil C. Hinton Community Center,
A California nonprofit corporation
By:
Name: Debbie J. Darden
Title: Chief Executive Officer
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name: Ronald B. Tatum III
Title: Secretary
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Addresses:
CITY:
City of Fresno
Parks, After School, Recreation and
Community Services Department
Attention: Aaron A. Aguirre,
Director
1515 E. Divisadero
Fresno, CA 93721
GRANTEE NAME: Cecil C. Hinton Community
Center
ATTENTION: Debbie J. Daren
TITLE: Chief Executive Director
ADDRESS: P.O. Box 12143
Fresno, CA 93776
Phone: 559-287-1308
Email: debbiejdarden@gmail.com
Attachments:
1. Exhibit B – Revised Insurance Requirements
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Exhibit B – Revised
Insurance Requirements
(a) Throughout the life of this Agreement, GRANTEE shall pay for and maintain in full
force and effect all insurance as required herein with an insurance company(ies) either (i)
admitted by the California Insurance Commissioner to do business in the State of
California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as
may be authorized in writing by CITY'S Risk Manager or designee at any time and in its
sole discretion. The required policies of insurance as stated herein shall maintain limits
of liability of not less than those amounts stated therein. However, the insurance limits
available to CITY, its officers, officials, employees, agents and volunteers as additional
insureds, shall be the greater of the minimum limits specified therein or the full limit of any
insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, GRANTEE or any of
its subcontractors fail to maintain any required insurance in full force and effect, all
services and work under this Agreement shall be discontinued immediately, and a ll
payments due or that become due to GRANTEE shall be withheld until notice is received
by CITY that the required insurance has been restored to full force and effect and that the
premiums therefore have been paid for a period satisfactory to CITY. Any f ailure to
maintain the required insurance shall be sufficient cause for CITY to terminate this
Agreement. No action taken by CITY pursuant to this section shall in any way relieve
GRANTEE of its responsibilities under this Agreement. The phrase “fail to maintain any
required insurance” shall include, without limitation, notification received by CITY that an
insurer has commenced proceedings, or has had proceedings commenced against it,
indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by GRANTEE shall not be deemed to release or
diminish the liability of GRANTEE, including, without limitation, liability under the
indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all
claims and liability regardless of whether any insurance policies are applicable. The
policy limits do not act as a limitation upon the amount of indemnification to be provided
by GRANTEE. Approval or purchase of any insurance contracts or policies shal l in no
way relieve from liability nor limit the liability of GRANTEE, vendors, suppliers, invitees,
contractors, sub-consultants, subcontractors, or anyone employed directly or indirectly by
any of them.
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.”
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2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy
shall be written on an occurrence form and shall provide coverage for all owned,
hired, and non-owned automobiles or other licensed vehicles (Code 1 - Any Auto).
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
GRANTEE’S profession. (Coverage required prior to Task #2).
MINIMUM LIMITS OF INSURANCE
GRANTEE shall procure and maintain for the duration of the contract, and for 5 years
thereafter, insurance with limits of liability not less than those set forth below. However,
insurance limits available to CITY, its officers, officials, employees, agent s 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
(Coverage required prior to Tasks # 1&2)
(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.
(Prior to any construction work, insurance must meet the increased limits)
(i) $2,000,000 per occurrence for bodily injury and property damage;
(ii) $2,000,000 per occurrence for personal and advertising injury;
(iii) $4,000,000 aggregate for products and completed operations; and,
(iv) $4,000,000 general aggregate applying separately to the work performed
under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation Insurance as required by the State of California with statutory
limits and EMPLOYER’S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
4. CONTRACTOR’S POLLUTION LEGAL LIABILITY (coverage required prior to Task #2)
with coverage for bodily injury, property damage or pollution clean -up costs that could
result from of pollution condition, both sudden and gradual. Including a discharge of
pollutants brought to the work site, a release of pre -existing pollutants at the site, or other
pollution conditions with limits of liability of not less than the following:
(i) $1,000,000 per occurrence or claim; and,
(ii) $2,000,000 general aggregate per annual policy period.
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(a) In the event this Agreement involves the transportation of hazardous
material, either the Commercial Automobile policy or other appropriate
insurance policy shall be endorsed to include Transportation Pollution
Liability insurance covering materials to be transported by GRANTEE
pursuant to the Agreement.
UMBRELLA OR EXCESS INSURANCE
In the event GRANTEE 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 Umbre lla 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
GRANTEE shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and GRANTEE shall also be responsible for
payment of any self-insured retentions. Any self-insured retentions must be declared on
the Certificate of Insurance, and approved by, the CITY’S Risk Manager or designee. At
the option of the CITY’S Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such self-insured retentions as
respects CITY, its officers, officials, employees, agents and volunteers; or
(ii) GRANTEE shall provide a financial guarantee, satisfactory to CITY’S
Risk Manager or designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time shall
CITY be responsible for the payment of any deductibles or self-insured
retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) 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 has been given to
CITY, except ten (10) days for nonpayment of premium. GRANTEE 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, GRANTEE 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, GRANTEE 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.
(ii) In the event this Contract involves any lead -based environmental
hazard (e.g., lead based paint), the Contractors Pollution Liability insurance
policy shall be endorsed to include coverage for lead based environmental
hazards. In the event this Contract involves any asbestos environmental hazard
(e.g., asbestos remediation), the Contractors Pollution Liability insurance policy
shall be endorsed to include coverage for asbestos environmental hazards. In
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the event this Contract involves any mold environmental hazard (e.g., mold
remediation), the Contractors Pollution Liability insurance policy shall be
endorsed to include coverage for mold environmental hazards and “microbial
matter including mold” within the definition of “Pollution” under the policy.
(iii) The Commercial General, Pollution and Automobile Liability
insurance policies shall be written on an occurrence form.
(iv) The Commercial General, Pollution and Automobile Liability
insurance policies shall be endorsed to name City, its officers, officials, agents,
employees and volunteers as an additional insured. GRANTEE shall establish
additional insured status for the City and for all ongoing and completed
operations under both Commercial General and Pollution Liability policies by
use of ISO Forms or an executed manuscript insurance company endorsement
providing additional insured status. The Commercial General endorsements
must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG
20 10 & CG 20 37.
(v) The Commercial General, Pollution and Automobile Liability
insurance shall contain, or be endorsed to contain, that the GRANTEES’
insurance shall be primary to and require no contribution from the City. The
Commercial General and Pollution Liability policies are required to include
primary and non-contributory coverage in favor of the City for both the ongoing
and completed operations coverage. These coverages shall contain no special
limitations on the scope of protection afforded to City, its officers , officials,
employees, agents and volunteers. If GRANTEE maintains higher limits of
liability than the minimums shown above, City requires and shall be entitled to
coverage for the higher limits of liability maintained by GRANTEE.
(vi) Should any of these policies provide that the defense costs are paid
within the Limits of Liability, thereby reducing the available limits by defense
costs, then the requirement for the Limits of Liability of these polices will be
twice the above stated limits.
(vii) For any claims related to this Agreement, GRANTEE’S insurance
coverage shall be primary insurance with respect to the CITY, its officers,
officials, agents, employees and volunteers. Any insurance or self -insurance
maintained by the CITY, its officers, officials, agents, employees and volunteers
shall be excess of the GRANTEE’S insurance and shall not contribute with it.
(viii) The Workers’ Compensation insurance policy shall contain, or be
endorsed to contain, a waiver of subrogation as to CITY, its officers, officials,
agents, employees and volunteers.
(ix) The Commercial General, Pollution and Automobile Liability
insurance policies shall contain, or be endorsed to contain, a waiver of
subrogation as to CITY, its officers, officials, agents, employees and
volunteers. CITY, its officers, officials, agents, employees and volunteers.
PROVIDING OF DOCUMENTS
GRANTEE shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required herein All certificates and applicable endorsements are to be received
and approved by the CITY’S Risk Manager or designee prior to CITY’S execution of the
Agreement and before work commences. All non -ISO endorsements amending policy
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coverage shall be executed by a licensed and authorized agent or broker. Upon request
of CITY, GRANTEE shall immediately furnish CITY with a complete copy of any insurance
policy required under this Agreement, including all endorsements, with said copy cer tified
by the underwriter to be a true and correct copy of the original policy. This requirement
shall survive expiration or termination of this Agreement. All subcontractors working under
the direction of GRANTEE shall also be required to provide all docu ments noted herein.
CLAIMS-MADE POLICIES
If the Professional Liability policy is written on a claims-made coverage form:
(i) The retroactive date must be shown and must be before the effective
date of the Agreement or the commencement of work by GRANTEE.
(ii) Insurance must be maintained, and evidence of insurance must be
provided for at least five (5) years after completion of the work or termination
of the Agreement, whichever first occurs.
(iii) 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 work commencement date, GRANTEE must
purchase “extended reporting” period coverage for a minimum of five (5) years
after completion of the work or termination of the Agreement, whichever first
occurs.
(iv) A copy of the claims reporting requirements must be submitted to
CITY for review.
(v) These requirements shall survive expiration or termination of the
Agreement.
SUBCONTRACTORS
If GRANTEE subcontracts any or all of the services to be performed under this
Agreement, GRANTEE 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 insuranc e 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, GRANTEE will be solely responsible for ensuring that its subcontractors
maintain insurance coverage meeting the requirements herein.
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