HomeMy WebLinkAboutCalif., State of -Department of Housing & Community Development Infill Infrastructure Grant Program Catalytic Qualifying Infill Area Disbursement Agreement - 9-4-2025Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
INFILL INFRASTRUCTURE GRANT PROGRAM
CATALYTIC QUALIFYING INFILL AREA
DISBURSEMENT AGREEMENT
This DISBURSEMENT AGREEMENT (the "Agreement") is dated for reference
purposes only as of September 4, 2025, and is made by and among the City of
Fresno, a municipal corporation, (the "Recipient") and the Department of Housing
and Community Development, a public agency of the State of California (the
"Department").
Recitals
A. Recipient submitted an application (the "Application") to the
Department for a grant under the Department's Infill Infrastructure Grant
Program — Catalytic Qualifying Infill Area Program Guidelines and
Notice of Funding Availability Phase II Application Solicitation dated
March 15, 2023 (the "Phase II Solicitation"). Among other things, the
Phase II Solicitation noticed the availability of grant funding under the
Infill Infrastructure Grant Program of 2019 as established by Part 12 of
Division 31 (commencing with Section 53559) of the Health and Safety
Code (the "Program").
B. In response to the Application, Recipient was awarded grant funding
under the Program to finance, in part, the construction of the capital
improvement project described in this Agreement (the "Capital
Improvement Project") pursuant to Standard Agreement Number 23-
IIGC-17917, entered into by the Recipient and the Department dated
09/24/2024 (the "Standard Agreement"). The Department has
conditionally agreed to provide the Program grant to the Recipient in an
amount not to exceed Forty -Three Million, Seven Hundred Thirty -Three
Thousand, One Hundred Thirty -Six AND 00/100 Dollars
($43,733,136.00) (the "Program Funds"). The Application, this
Agreement, the Standard Agreement, and all amendments, exhibits and
attachments thereto (collectively, the "Grant Documents"), are
incorporated in full by reference to this Agreement.
C. The Capital Improvement Project is integral to or necessary for the
development of one or more residential housing developments (the
"Housing Development(s)"), which are described in the Application as
to be developed and constructed in conjunction with the Capital
Improvement Project.
D. The parties hereto wish to enter into an agreement for the disbursement
of Program Funds to ensure timely completion of the Capital
Improvement Project and the Housing Development(s) in accordance
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NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
with the requirements of the Grant Documents, the Phase II Solicitation,
the Department and the State of California.
NOW, THEREFORE, the parties hereto agree as follows:
1. Recitals. The foregoing recitals are a part of this Agreement.
2. Project. The Recipient shall construct the Capital Improvement
Project and the Housing Development(s) (collectively, the "Project"),
as generally described in the Grant Documents, on the real property
described in Exhibit A hereto and incorporated herein (the
"Property"), in accordance with the Capital Improvement Project
Scope of Work which is described in Exhibit B attached hereto and
incorporated herein (the "Scope of Work") and the Standard
Agreement.
3. Representations and Warranties.
Recipient represents and warrants to the Department as follows:
a. Organization. Recipient is duly organized, validly existing and
is in good standing under the laws of the State of California
and has the power and authority to own or lease the Property
and to own, develop, construct, operate and maintain the
Capital Improvement Project and the Housing
Development(s). The copies of the documents evidencing
such organization and authority delivered to the Department
are true, complete, and correct copies of the originals, as
amended to the date of this Agreement.
b. Authority of Recipient. Recipient has full power and authority
to execute and deliver the Grant Documents and all other
instruments, agreements and documents executed and
delivered, or to be executed and delivered, pursuant to this
Agreement, and to perform and observe the terms and
provisions of all of the above.
C. Authority of Persons Executing Documents. The Grant
Documents and all other instruments, agreements and
documents executed and delivered, or to be executed and
delivered, pursuant to this Agreement, have been, or will be,
executed and delivered by persons who are duly authorized
to execute and deliver the same for and on behalf of
Recipient. All actions required under Recipient's
organizational documents and applicable governing law for
the authorization, execution, delivery and performance of the
Grant Documents and all other instruments executed and
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Approved Date: 03/25/24
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delivered, or to be executed and delivered, pursuant to this
Agreement, have been duly taken.
d. Third Party Developer(s). The term "Developer" as used in this
Agreement means the legal entity upon whom the Recipient,
and therefore the Department, will rely for capacity,
experience, and site control of some or all of the Property
included in the Project. In all instances where Recipient will
rely on a Developer in connection with any of Recipient's
obligations under the Grant Documents, the following is true:
In all instances where Recipient will rely on a
Developer to complete any part of the Scope of Work,
Recipient has entered, or will enter, into a written
contract with the Developer before the first
disbursement of Program funds, which obligates the
Developer to complete such Scope of Work in
compliance with the requirements of the Grant
Documents, the Phase II Solicitation, the Department,
and the State of California, and to act in good faith to
provide Recipient with such information, consultation,
certifications, and to take such other actions in relation
to such Scope of Work as may be necessary and
reasonable to ensure Recipient is able to timely deliver
the Project and meet its obligations under the Grant
Documents, including, but not limited to site control,
reporting and Departmental monitoring of the Capital
Improvement Project;
ii. In all instances where Recipient will rely on a
Developer to develop, construct, own, and operate any
Housing Development, Recipient has entered, or will
enter, into a written contract with the Developer before
the first disbursement of Program funds, which
obligates the Developer to develop, construct, own and
operate such Housing Development in compliance with
the requirements of the Grant Documents, the Phase
II Solicitation, the Department, and the State of
California, including, but not limited to, requirements
pertaining to site control and affordability restrictions,
and to cooperate with Recipient in good faith, providing
such information, consultation, certifications, and
taking such other actions in relation to the Housing
Development as may be necessary and reasonable to
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NOFA: Phase I-11/30/22; Phase II - 3/15/23
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ensure that Recipient is able to timely deliver the
Project, and meet its obligations under the Grant
Documents, including, but not limited to reporting
requirements and Departmental monitoring of the
Project.
e. No Breach of Law or Agreement. None of the execution or
delivery of the Grant Documents and other instruments,
agreements and documents executed and delivered, or to be
executed or delivered, pursuant to this Agreement, or the
performance of any provision, condition, covenant or other
term hereof or thereof, will conflict with or result in a breach of
any statute, rule or regulation, or any judgment, decree or
order of any court, board, commission, or agency whatsoever
binding on the Recipient or any Developer or any provision of
the organizational documents of the Recipient or of any
Developer, or conflict with or constitute a breach of or a default
under any agreement to which Recipient or any Developer is
a party, or will result in the creation or imposition of any lien
upon the Property, other than liens approved by the
Department.
f. Compliance with Laws; Consents and Approvals. The Capital
Improvement Project and the Housing Development(s) will
comply with all applicable laws, ordinances, rules and
regulations of federal, state and local governments and
agencies having jurisdiction over either the Recipient, any
Developer, the Property, the Capital Improvement Project or
the Housing Development(s), and with all applicable
directions, rules and regulations of the fire marshal, health
officer, building inspector and other officers of any such
government or agency. All permits, consents, permissions
and licenses required by any federal, state or local
government or agency to which Recipient, any Developer, the
Property, the Capital Improvement Project or the Housing
Development(s) is subject, which may be necessary in
relation to this Agreement or the acquisition, development,
construction or ownership of the Capital Improvement Project
or the Housing Development(s), at or prior to the
commencement of construction, have been, or will be,
obtained, and none of such consents, permissions and
licenses are subject to appeal or to conditions which have not
been met.
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NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
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Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
g. Pending Proceedings. The Recipient and its Developer(s), if
any, are not in default under any law or regulations or under
any order of any court, board, commission or agency
whatsoever, and there are no claims, actions, suits or
proceedings pending or, to the knowledge of Recipient,
threatened against or affecting Recipient, or any Developer,
the Property, the Capital Improvement Project or the Housing
Development(s), at law or in equity, before or by any court,
board, commission or agency whatsoever which might, if
determined adversely to Recipient, or to any Developer,
materially affect Recipient's ability, or that of any Developer,
to acquire, construct or develop the Capital Improvement
Project or the Housing Development(s).
h. Title to Property. Recipient and its Developer(s), in
aggregate, and prior to the initial disbursement of Program
Funds, will have good and marketable title to the Property, the
Capital Improvement Project and the Affordable Housing
Development(s) or a leasehold interest therein approved by
the Department and there shall exist thereon or with respect
thereto no mortgage, lien, pledge or other encumbrance of
any character whatsoever other than liens for current real
property taxes and assessments not yet due and payable and
other matters of record approved in writing by the Department.
As to any and all Scope of Work to be completed on land other
than the Property, Recipient or its Developer(s), prior to the
initial disbursement of Program Funds, will have either
marketable title to such land, or has a right of way or
easement, which allows Recipient and its Developer(s) to
access, improve, occupy, use, maintain, repair, and alter the
land underlying the right of way or easement, and which is
either perpetual or of sufficient duration to meet Program
requirements. Recipient or its Developer(s), or both, have
executed encroachment permits for construction of any
facilities or improvements within the public right of way or on
public land.
i. Financial Statements. The financial statements of Recipient
and other financial data and information if requested by the
Department and furnished by Recipient, fairly represents the
financial information contained therein.
j. Adequacy of Program Funds. The amount of the Program
Funds, together with any funds to be provided by the
Recipient or to the Recipient from other sources, is adequate
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NOFA: Phase 1-11/30/22; Phase II - 3/15/23
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as construction financing for the Capital Improvement Project
in accordance with Exhibit C.
k. Payment of Taxes. All federal, state, county and municipal
taxes required to be paid by the Recipient or on account of the
Property due and payable as of the date of this Agreement
have been paid in full as of such date.
Availability of Utilities. All utilities necessary for the
development and occupancy of the Housing Development(s)
are available at or within the boundaries of the Housing
Development(s) and all steps necessary to assure that such
utility services will be available upon completion of the
Housing Development(s) have been taken.
M. Hazardous Materials. Recipient has performed due diligence
review(s) of the condition of the Capital Improvement Project
and the Housing Development(s) including review(s) to
disclose the possible existence of asbestos and toxic or
hazardous materials. All information regarding the condition
of the Capital Improvement Project and the Housing
Development(s) have been disclosed to the Department in
writing including but not limited to all Phase I, soils and
hazardous materials reports regarding the condition of the
Property, the Capital Improvement Project and the Housing
Development(s).
4. Sources and Uses. The Recipient or its Developer(s), or both, have
received, or will receive, funds for the purpose of developing the
Capital Improvement Project and Housing Development(s) in the
amounts and from the sources identified in the Sources and Uses of
Funds attached hereto and incorporated herein as Exhibit C. All
funds shall be used and secured in the manner specified in Exhibit
C. Recipient agrees to comply with and satisfy, and will ensure that
its Developer(s), if any, comply with and satisfy, all the terms and
conditions imposed on the Recipient or any Developer in connection
with the sources of funding identified in the Sources and Uses of
Funds.
5. Use of Funds. Recipient agrees that Program Funds shall be
expended only in accordance with the applicable statutes and Phase
II Solicitation governing the Program, and only for the purposes and
activities set forth in this Agreement. The Program Funds shall be
used exclusively for the payment of, or reimbursement for, Approved
Costs as shown in the Capital Improvement Project Budget in Exhibit
C, as the same may be amended from time to time with the written
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NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
approval of the Department, such payment of, or reimbursement for,
costs to be made only after the same have been incurred by the
Recipient or its Developer(s). "Approved Costs" shall mean all hard
and soft eligible costs under the Program (and modifications thereto),
which were approved, or will be approved by the Department, which
are needed for the completion of the Capital Improvement Project, in
accordance with the Scope of Work.
6. Disbursement Schedule. The Disbursement Schedule attached to
this Agreement as Exhibit D represents a good faith estimate of when
Program Funds will be disbursed to pay costs. The Department and
the Recipient shall confer as necessary, to update the Disbursement
Schedule throughout the construction period.
7. Displacement and Relocation. If the acquisition, construction or
development of the Capital Improvement Project or Housing
Development(s) will result in the temporary or permanent
displacement of occupants, the Recipient shall provide relocation
payments and assistance in accordance with the applicable Federal
and State requirements.
8. Contractors and Subcontractor. For all construction activities
required to complete the Scope of Work, Recipient agrees to use a
general contractor or contractors ("Contractor"). Any successor to or
substitute for the Contractor shall be subject to the approval of the
Department. The Recipient hereby certifies that the Contractor is in
good standing with the California State Contractors' License Board.
The Recipient shall only contract with contractors who are so
licensed and will require that the Developer(s) and Contractor, and
any successor thereto, shall only contract with contractors and
subcontractors who are so licensed.
9. Construction Contract. The Recipient shall enter into a written
contract or contracts with the Contractor for the performance of the
Scope of Work (the "Construction Contract"). Recipient shall not
terminate or substantially amend the Construction Contract with
respect to the Capital Improvement Project without the prior written
approval of the Department. Recipient shall monitor and enforce the
terms and conditions of the Construction Contract to ensure
completion of the Scope of Work. The Construction Contract shall
contain provisions for compliance with State Prevailing Wage Law as
required by the Grant Documents and the Guidelines. In all instances
where Recipient is relying on a Developer to complete any part of the
Scope of Work, Recipient shall ensure that any contract between the
Developer and the Contractor meet the requirements of this Section.
IIG Program Round 10 —Catalytic QIA Page 7 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
10. Construction Responsibilities. Recipient shall be solely responsible
for all aspects of Recipient's business and conduct in connection with
the Property, the Capital Improvement Project and the Housing
Development(s), including, but not limited to, the quality and
suitability of the Scope of Work and the equipment used in the
construction of the Capital Improvement Project and the Housing
Development(s), the supervision of the work of construction, the
qualifications, financial condition and performance of all architects,
engineers, contractors and subcontractors of any tier, material
suppliers, consultants and property managers, and the accuracy of
all applications for payment and the proper application of all
disbursements. In all instances where Recipient is relying on a third
party, including without limitation, any Developer, to complete any
part of the Project, Recipient shall remain fully obligated under the
provisions of the Grant Documents to complete the Project in
compliance with the Grant Documents notwithstanding Recipient's
designation of such third parties to undertake such work.
11. Delay. Recipient shall promptly notify the Department in writing of
any event causing delay or interruption of construction work, in
excess of (3) three working days, or the timely completion of
construction for a period of (5) five working days beyond the
scheduled completion date. The notice shall specify the particular
work delayed and the cause and period of each delay.
12. Purchase of Materials Under Title Retention Agreement. The
Recipient shall not purchase or install or permit to be purchased or
installed any materials, equipment, fixtures or other part of the
Capital Improvement Project under any agreements or
arrangements wherein the supplier or seller reserves or purports to
reserve the right to remove or to repossess any such items or to
consider them personal property after their incorporation into the
Capital Improvement Project, unless authorized in writing by the
Department.
13. Liens and Stop Notices. If a claim of lien is recorded affecting the
Property, Capital Improvement Project, or Housing Development(s),
or a bonded stop notice is served upon the Department which affects
Program Funds or the Recipient's other funding for the Project,
Recipient shall, within twenty (20) days of such recording or service
or within five (5) days of the Department's demand (whichever last
occurs): (i) pay and fully discharge the same; (ii) effect the release
thereof by recording or delivering to the Department a surety bond in
sufficient form and amount, or otherwise; or (iii) provide the
IIG Program Round 10 —Catalytic QIA Page 8 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
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Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
Department with other assurance which the Department deems, in
its sole discretion, to be satisfactory for the payment of such lien or
bonded stop notice and for the full and continuous protection of the
Department from the effect of such lien or bonded stop notice. If
Recipient has not received actual notice of the claim of lien or bonded
stop notice prior to the Department's demand, then the five (5) day
period described above shall be extended to twenty (20) days.
Recipient shall give the Department prompt written notice of all lien
claims affecting the Property, the Capital Improvement Project, or the
Housing Development(s).
14. General Conditions of Disbursement. Disbursement of Program
Funds shall be subject to the following conditions:
a. Disbursement of Program Funds shall be subject to the
procedures and conditions set forth in this Agreement and
Exhibit B of the Standard Agreement.
b. The Department shall disburse Program Funds to Recipient
for reimbursement or payment of Approved Costs incurred by
Recipient as provided for herein.
C. The aggregate disbursement of all or any portion of a
Disbursement Request submitted to the Department for
eligible hard construction costs under the Construction
Contract shall be limited to an amount equal to ninety percent
(90%) of such costs with the ten percent (10%) being retained
except for the final disbursement of Program Funds. The ten
percent retained amount shall be disbursed as part of the final
disbursement as set forth in Section 18 of this Agreement.
d. There exists no Event of Default, as defined in this
Agreement, or the Standard Agreement, or event, omission or
failure of condition which would constitute a default or Event
of Default after notice or lapse of time, or both that will not be
cured concurrently with the funding of the Program Funds.
e. Recipient has satisfied all requirements for receipt of Program
Funds in accordance with the applicable statutes and
Guidelines.
Right to Condition Disbursements. The Department shall have
the right to condition any disbursement upon receipt and
approval of such documentation, evidence or information that
the Department may request, including, but not limited to,
vouchers, invoices, and architect's, inspector's and/or
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NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
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Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
engineer's periodic certifications of the percentage and/or
stage of construction that has been completed.
15. Conditions Precedent to Individual Disbursements. The Department
shall not be obligated to make any disbursement of Program Funds
or take any other actions under this Agreement or the Standard
Agreement unless all the following conditions precedent are satisfied
at the time of such actions:
a. Recipient has an adopted housing element that has been
found by the department pursuant to Section 65585 of the
Government Code, to be incompliance with the requirements
of Article 10.6 (commencing with Section 65580) of Chapter 3
of Division 1 of Title 7 of the Government Code.
b. If Recipient was awarded points at the application stage for
ordinances and other zoning and building provisions which
were planned, but which were not yet in existence, Recipient
has submitted evidence satisfactory to the Department that
said ordinances, and zoning and building provisions exist and
are in effect as described in Recipient's Application.
C. or one or more of its Developers has and will continue to
maintain site control over the Capital Improvement Project
and Housing Development(s) consistent with Grant
Documents and the Guidelines. Recipient has provided to the
Department evidence demonstrating that Recipient and its
Developer(s), if any, have obtained all licenses, easements
and rights -of -way or other interest required for completion of
the Capital Improvement Project and Housing
Development(s).
d. If applicable, Recipient has provided to the Department a
relocation plan conforming to the requirements of state law
and regulations issued by the Department in California Code
of Regulations Title 25, Section 6000 et seq.
e. Recipient and its Developer(s), if any, have executed and
provided to the Department a Certification and Legal
Disclosure which includes a complete disclosure of all
persons, entities, and affiliates who will provide goods or
services to the project and who also qualify as a "Related
Party" under California Code of Regulations Title 4, Section
10302.
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NOFA: Phase I-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
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Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
f. Recipient and its Developer(s), if any, have obtained all
necessary insurance policies and endorsements as described
in Exhibit E of this Agreement.
g. The Recipient shall provide security to assure completion of
the Scope of Work by furnishing the Department and other
construction lenders with Performance and Payment Bonds,
or a Letter of Credit for the Capital Improvement Project and
Housing Development(s), which shall remain in effect during
the entire term of construction of both the Capital
Improvement Project and Housing Development(s),
respectively, and which shall be in a form and from an issuer
which is acceptable to the construction lenders and
Department. The Performance Bond shall be in an amount at
least equal to one hundred percent (100%) of the approved
construction costs to provide security for the faithful
performance of the Standard Agreement including a warranty
period of at least 12 months after completion. The Payment
Bond shall be in an amount at least equal to one hundred
percent (100%) of the approved construction costs to provide
security for the payment of all persons performing labor on the
Project and furnishing materials in connection with the
Project. If a Letter of Credit is used, it shall be in an amount
equal to at least 20% of the approved construction costs. The
Department shall be named as an additional obligee in the
Bonds or beneficiary under a Letter of Credit.
h. Recipient and its Developer(s), if any, have obtained all
permits and approvals required for the lawful construction of
the Capital Improvement Project and, when required by the
Department, the Housing Development(s).
Where approval by a local public works department, or its
equivalent, is required for the Capital Improvement Project,
the Recipient must submit a statement from that department,
or other documentation acceptable to the Department,
indicating that the Capital Improvement Project has received
that approval.
Recipient or its Developer(s), if any, have received all required
public agency entitlements and land use approvals for the
Housing Development(s).
k. Submission to the Department of all lien waivers required by
the Department or passage of the applicable statutory periods
for filing mechanic and other similar liens.
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NOFA: Phase I-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
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Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
Recipient and its Developer(s), if any, have obtained all
applicable CEQA and NEPA clearances and submitted
evidence thereof as required by the Department.
M. Recipient has provided to the Department a Title Report
acceptable to the Department.
n. Recipient and its Developer(s), if any, have executed and
recorded a written covenant for the development of affordable
housing with the Department as required in the Standard
Agreement.
o. Recipient has provided evidence of receipt of all required
funding commitments for the Capital Improvement Project
which are identified in the Sources and Uses of Funds (or
equivalent, alternative financing approved by the
Department).
P. Recipient has provided evidence acceptable to the
Department of ongoing compliance with State Prevailing
Wage Law as required by the Grant Documents and the
Guidelines.
q. Recipient has completed, executed and submitted to the
Department, on a form provided by the Department, a Draw
Request indicating Recipient's request for disbursement of
Program Funds.
r. Recipient has completed or complied with all events or
conditions in the Disbursement Schedule prior to the
submission of the Draw Request.
S. Recipient has complied with all special conditions contained
in the Exhibit F which are conditions precedent to the
disbursement of Program Funds.
t. Recipient has submitted a Draw Request as provided below
16. Draw Requests.
a. Application for Payment. Recipient shall request Program
Funds by submitting a written itemized statement or draw
request in a form that is acceptable to the Department (the
"Draw Request"), subject to the conditions set forth below. A
Draw Request for payment shall be submitted to the
Department not more frequently than once monthly. The
Department shall determine whether the conditions precedent
to its obligation to advance Program Funds have been
satisfied or, if the Department determines any conditions
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Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
precedent to its obligations to advance its Program have not
been satisfied, whether to waive any of them.
b. Contents of Application for Payment. Each Draw Request
shall set forth the following: (i) a description of work
performed, material supplied and/or costs incurred or due for
which the disbursement is requested with respect to any
Approved Costs shown as a line item ("Item") in the Sources
and Uses of Funds; (ii) the total amount incurred, expended
and/or due for each requested Item, less prior disbursement;
and (iii) the percentage of completion of the portion of the work
to be paid from the Item.
C. Delivery of Draw Request. Recipient shall deliver each Draw
Request to the Department at its address set forth in Section
30 of this Agreement or such other address designated by the
Department in writing. Each Draw Request shall be subject to
the approval of the Department.
d. Documentation. Each Draw Request shall be accompanied by
the following: (i) copies of paid invoices and unconditional lien
releases for construction costs paid with the proceeds of prior
Draw Requests (except for the first Draw Request), and
conditional (upon receipt of payment) lien releases for
construction costs to be paid with the proceeds of the present
Draw Request, which invoices and lien releases shall be
considered a part of each Draw Request; (ii) a copy of
inspection report or other documentation from localities,
municipalities, or other construction lenders indicating the
percentage of work completed pertaining to present Draw
Request; (iii) submission of all lien waivers required by the
Department or passage of the applicable statutory periods for
filing mechanic and other similar liens; and (iv) any applicable
change order(s) that affect or alter the Scope of Work.
17. Approval of Draw Request.
a. Procedure. The Department shall within thirty (30) business
days after receipt of a Draw Request containing all items
described in Section 15, above, determine the amount of the
Draw Request to be approved, notify Recipient of such
amount, and disburse the approved amount, by State
Warrant, to the Recipient or designated payee approved by
the Department.
IIG Program Round 10 —Catalytic QIA Page 13 of 45
NOFA: Phase I-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
b. Disapproval. Any item in a Draw Request which is not
specifically approved within thirty (30) business days shall be
deemed disapproved. On the basis of the progress of work
performed on the Capital Improvement Project and the
conditions precedent to making disbursements in this
Agreement, the Standard Agreement and the applicable
statutes and Guidelines, the Department may disapprove all
or part of a Draw Request. In the event the Department
disapproves any portion of the amount requested by Recipient
in a Draw Request, the Department shall promptly notify the
Recipient in writing of the disapproved amount and the reason
therefore.
C. Concurrent Review of Draw Request. In the event any item
shall be disapproved or deemed disapproved, the Recipient
and the Department shall meet and in good faith attempt to
resolve the matter to their mutual satisfaction.
d. Disbursement of Undisputed Amounts. In the event of any
dispute, the Department shall disburse the amount of the
Draw Request not in dispute, and fund any disputed amount
promptly upon resolution of the dispute. Disputed amounts
shall not be deducted from the Department's Program Funds,
but shall be available for disbursement for other approved
costs in accordance with the Sources and Uses of Funds. The
Department and Recipient shall seek to resolve any disputes
promptly and in good faith.
18. Condition Precedent to Final Disbursement in Connection with a
Completed Housing Development. When a Catalytic Qualifying Infill
Area includes multiple Housing Developments, the Department may
make a final payment of Program Funds, including ten percent (10%)
retention of hard construction costs, when all on -site and off -site
Work activities are completed for the Capital Improvement Project
and for at least one of the Housing Developments in the Catalytic
Qualifying Infill Area, if the Recipient satisfies subsection (m) of this
Section 18, and if the Capital Improvement Project and each
completed Housing Development meet all other requirements set
forth herein. In the event that none of the Capital Improvement
Projects are on -site and part of a Housing Development, the
requirement for at least one phase of Housing to be completed prior
to a final disbursement payment may be waived at the discretion of
HCD.
IIG Program Round 10 —Catalytic QIA Page 14 of 45
NOFA: Phase I-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
a. All of the conditions set forth in Sections 14, 15 and 16 above
have been met.
b. Submission to the Department of a Notice of Completion duly
recorded by Recipient or its Developer(s) for each completed
Housing Development in the Catalytic Qualifying Infill Area.
C. For each completed Housing Development in the Catalytic
Qualifying Infill Area, submission to the Department of a
Certificate of Occupancy issued by the local government
having jurisdiction over the Housing Development, or any
equivalent thereto acceptable to the Department.
d. Receipt by the Department, if so requested, of a development
cost audit for the Capital Improvement Project satisfactory to
the Department.
e. Issuance of a certificate or certificates, each in form and
substance satisfactory to the Department, executed by
Recipient and its Developer(s), if any, and the Architect, either
jointly or severally, each certifying that the Capital
Improvement Project has been completed in accordance with
the Scope of Work.
f. Completion of the Capital Improvement Project in accordance
with Exhibit B and acceptance and approval of such Work by
the Department and by any person or governmental agency
whose approval may be required.
g. Submission to the Department of all lien waivers required by
the Department or passage of the applicable statutory periods
for filing mechanic and other similar liens.
h. Disposition of mechanic's liens that have been recorded or
stop notices that have been delivered to the Department or
other construction lenders, so that any such liens shall have
been paid, settled, bonded around or otherwise extinguished
or discharged, and the Department has been provided
satisfactory evidence of such payment, settlement, bond or
discharge, including without limitation all statutory waivers.
i. Review and approval by the Department of evidence
submitted by Recipient that each Housing Development
meets or exceeds the requirements for access to transit for
which Recipient received points under the Program.
j. Review and approval by the Department of evidence
submitted by Recipient that the completed Housing
Development meets or exceeds the requirements for
IIG Program Round 10 —Catalytic QIA Page 15 of 45
NOFA: Phase I-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
proximity to amenities for which Recipient received points
under the Program.
k. Review and approval by the Department of evidence
submitted by Recipient that the residential units in completed
Housing Development(s) are physically capable of
accommodating broadband service with at least a speed of 25
megabits per second for downloading and at least 3 megabits
per second for uploading.
Review and approval by the Department of evidence
submitted by Recipient that the completed Housing
Development complies with Section 500 of the Guidelines,
including the number of required Accessible Housing Units
equipped with mobility, vision, and hearing features, and
certifications from the architect and a Certified Access
Specialist as may be required.
M. For each Housing Development in the Qualifying Infill Area
which is incomplete as of the date the Recipient submits a
request for the final disbursement of Program funds, Recipient
shall submit a certification, on a form provided by the
Department, which warrants that (i) the Housing Development
shall be completed in compliance with Sections 200, 202, 500
and 600(b) of the Guidelines; and (ii) that, upon completion of
the Housing Development Recipient shall submit to the
Department the documentation set forth in subsections (b)
through (1) of this section 18.
19. Use of Program Funds Received by Recipient. All Program Funds
received by Recipient shall be used to pay costs in accordance with
the Draw Request approved by the Department and in accordance
with this Agreement.
20. Inspection of the Capital Improvement Project and the Housing
Development(s). The Department shall have the right to inspect the
Capital Improvement Project, the Property and the Housing
Development(s) during construction. Recipient shall deliver to the
Department any inspection reports prepared on behalf of the other
construction lenders, to the extent available to the Recipient.
Inspection of the Capital Improvement Project, the Property and the
Housing Development(s) shall be for the sole purpose of protecting
the Department's interest and is not to be construed as a
representation by the Department that there has been compliance
with plans or that the Capital Improvement Project and the Housing
Development(s) will be free of faulty materials or workmanship. The
IIG Program Round 10 —Catalytic QIA Page 16 of 45
NOFA: Phase I-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
Recipient can make or cause to be made such other independent
inspections as the Recipient may desire for its own protection.
21. Events of Default. The occurrence of any of the following events,
regardless of Recipient's culpability or lack thereof, shall constitute
an "Event of Default" hereunder following written notice to the
Recipient by the Department, specifying (i) the applicable event, (ii)
the action required to prevent such event from becoming an Event of
Default, and (iii) a date, which shall be not fewer than fifteen (15)
after the date the notice is mailed to Recipient, by which such action
must be taken:
a. Monetary. (i) Failure or inability to secure anticipated
permanent financing from parties other than the Department's
Program Funds as specified in Exhibit C (or equivalent
alternative financing approved by the Department); (ii)
Recipient's failure to use or apply, or to ensure use or
application of, Program Funds in the manner specified by, or
consistent with the purposes of this Agreement and as
specified in Exhibit B and Exhibit C; or (iii) the occurrence of
an event of default under the terms of the commitment for any
of the loans or grants received from other construction funding
sources as specified in Exhibit C hereto which results in a
termination or cancellation of such commitment(s).
b. Construction; Use. (i) Recipient's failure to remedy, within ten
(10) days of the Department's written demand to do so, any
material deviation in the work of construction from the Scope
of Work or defective workmanship or materials in constructing
the Capital Improvement Project or Housing Development(s),
in each case to the Department's satisfaction; (ii) the
cessation of construction of the Project prior to completion for
a continuous period of more than fifteen (15) days (unless
caused by war, rebellion, insurrection, strike, lockout, boycott
or act of God, or other event beyond the Recipient's control
as determined in the sole discretion of the Department); (iii)
the prohibition, enjoining or delay (in any manner) of the
construction of, or the prohibition or enjoining (in any manner)
of the leasing or sale of any unit in the Housing
Development(s) in accordance with the Grant Documents for
a continuous period of more than thirty (30) days; or (iv) the
curtailment in availability to the Capital Improvement Project
or Housing Development(s) for a continuous period of more
than thirty (30) days of utilities or other public services
necessary for construction or the full occupancy or utilization
IIG Program Round 10 —Catalytic QIA Page 17 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
of the Capital Improvement Project or Housing
Development(s).
Performance of Obligations. Recipient's default and failure to
cure such default in a timely manner under any other Grant
Documents; any default of Recipient or its Developer(s) if any,
under other construction lender loan documents; any default
of Recipient or its Developer(s), if any under any ground lease
or sale of the Housing Development(s); or Recipient's failure
to perform its obligations under this Agreement.
Representations and Warranties. (i) Any of Recipient's
representations or warranties in any of the Grant Documents
or any statements, certificates or schedules furnished by
Recipient to the Department, shall prove to have been untrue
in any material respect when made or the Recipient shall have
concealed any material fact from the Department, (ii) any of
the Recipient's representations or warranties in any of the
Grant Documents or any statement, certificates or schedules
furnished by Recipient to the Department, other than
representations, warranties, statements and certificates as to
the financial condition of Recipient or any other person, shall
cease to be true and shall remain untrue for thirty (30) days
after notice of such change to Recipient by the Department,
or (iii) any material adverse change in the financial condition
of Recipient or any Developer from the financial condition
represented to the Department as of the date of this
Agreement which alters or affects the Scope of Work.
e. Voluntary Bankruptcy: Insolvency: Dissolution. Recipient's or
any of its Developers' (i) filing of a petition for relief under any
state or federal law regarding bankruptcy, reorganization or
other relief to debtors; (ii) filing any pleading in any involuntary
proceeding under any state or federal law regarding
bankruptcy, reorganization or other relief to debtors which
admits the jurisdiction of the court or the petition's material
allegations regarding the Recipient's insolvency or the
insolvency of any of its Developers; (iii) making a general
assignment for the benefit of creditors; (iv) applying for, or the
appointment of, a receiver, trustee, custodian or liquidator of
Recipient or any of its Developers or any of their respective
properties; (v) inability or admission in writing of its inability to
pay its debts as they are due; or (vi) death, if an individual; or
the filing by Recipient, or by any of its Developers, of a petition
seeking the liquidation or dissolution of Recipient or of any of
IIG Program Round 10 —Catalytic QIA Page 18 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
its Developers or the commencement of any other procedure
to liquidate or dissolve Recipient or any of its Developers.
Involuntary Bankruptcy. Recipient's or any of its Developers'
failure to effect a full dismissal of any involuntary (i) petition
under any state or federal law regarding bankruptcy,
reorganization or other relief to debtors; (ii) proceeding for the
appointment of a receiver, trustee or liquidator for Recipient
or any of its Developers or all or a material part of the assets
of the Recipient or any of its Developers, or (iii) petition or
proceeding under other state or federal law regarding
bankruptcy, reorganization or other relief to debtors that is
filed against Recipient or any of its Developers or in any way
restrains or limits Recipient or any of its Developers or the
Department regarding the Program Funds, the Property, the
Capital Improvement Project or Housing Development(s), in
any event prior to the earlier of the entry of any order granting
relief sought in the involuntary petition or proceeding, or sixty
(60) days after the date of filing of the petition or beginning of
the proceeding.
g. Liens; Attachment; Condemnation; Encroachments. (i) The
filing of any claim of lien against the Property, the Housing
Development(s) or the Capital Improvement Project, or any
part thereof, or service on the Department of any bonded stop
notice relating to the Property, the Housing Development(s)
or the Capital Improvement Project and the continuance of the
claim for lien or bonded stop notice for twenty (20) days after
Recipient or any of its Developers receives actual notice
thereof without discharge, satisfaction or provision for
payment being made as provided for in Section 13 hereof; (ii)
the condemnation, seizure or appropriation of, or the
occurrence of an uninsured casualty with respect to, any
material portion of the Property, the Housing Development(s)
or the Capital Improvement Project, such materiality to be
determined by the Department in its sole and absolute
discretion; (iii) the sequestration or attachment of, assignment
by Recipient, or any of its Developers, for the benefit of its
creditors of, or any levy or execution upon, the Property, the
Housing Development(s), the Capital Improvement Project,
other collateral provided by Recipient, or any of its
Developers, under any of the Grant Documents, monies in
any account as may be required under any Grant Documents
for the deposit of operating income, or substantial portion of
the other assets of Recipient, or any of its Developers, which
IIG Program Round 10 —Catalytic QIA Page 19 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
is not released, expunged or dismissed prior to the earlier of
sixty (60) days after sequestration, attachment or execution or
the sale of the assets affected thereby; or (iv) any survey
provided to the Department upon a request for a
disbursement of Program Funds shows encroachments which
occurred without the written approval of the Department
which, in its sole discretion, the Department requires to be
removed or corrected, and the failure to remove or correct any
such encroachments within thirty (30) days after receipt of the
survey.
General. Recipient's breach of any condition, covenant,
warranty, promise or representation contained in this
Agreement not otherwise resulting in an Event of Default
hereunder and the continuance of such breach for a period of
thirty (30) days after written notice thereof to Recipient.
22. Remedies upon an Event of Default. Upon the happening of an Event
of Default, the Department's obligation to disburse Program Funds
shall terminate and the Department shall have the right to withhold
any further disbursement of Program Funds until the default has
been cured. Upon the occurrence of an uncured Event of Default, the
Department may also, in addition to all other rights and remedies
available to the Department hereunder or under the Grant
Documents or applicable law, at its option, proceed with any or all
remedies set forth herein:
a. Terminate this Agreement.
b. Call all sums paid or advanced under the Program due and
payable, all without notice of default, presentment or demand
for payment, protest or notice of nonpayment or dishonor, or
other notice or demand of any kind or character.
Completion of Project. The Department shall have the right to
enter into possession of the Property, the Capital
Improvement Project and the Housing Development(s), to
take over and complete the Capital Improvement Project or
Housing Development(s) in accordance with the Scope of
Work, to discharge and replace the Contractor and to employ
personnel to protect the Property, the Capital Improvement
Project or the Housing Development(s) and, for those
purposes, to make disbursements of Program Funds. All such
disbursements shall be deemed to have been paid to the
Recipient by the Department. Any funds so paid or advanced
shall be reimbursed to the Department by Recipient on
IIG Program Round 10 —Catalytic QIA Page 20 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
demand, together with interest thereon at the rate of ten (10%)
percent per annum from the date of expenditure. Any
contracts entered into or indebtedness incurred upon the
exercise of such right may be in the name of the Recipient,
and for such purposes and the other purposes of this
Section 22 the Department is hereby authorized and
irrevocably appointed attorney -in -fact (said appointment
being coupled with an interest) to enter into said contracts or
agreements or contracts or agreements theretofore made by
or on behalf of Recipient and to do any and all things
necessary or proper to complete the work of construction,
including the signing of Recipient's name to such contracts
and documents as may be deemed necessary by counsel for
the Department.
In addition to the foregoing and not in limitation thereof, the
Recipient hereby further empowers the Department as said
attorney -in -fact as follows: (i) to use any Program Funds for
the purpose of completing the construction of the Capital
Improvement Project in the manner called for by the Scope of
Work; (ii) to make such additions, changes and corrections in
the Scope of Work as shall be necessary or desirable to
complete the Capital Improvement Project in substantially the
manner contemplated by the Scope of Work; (iii) to employ
such contractors, subcontractors, agents, architects and
inspectors as shall be required for said purposes; (iv) to pay,
settle or compromise all existing bills and claims which may
be liens against the Property, the Capital Improvement
Project, or any part thereof, or as may be necessary or
desirable for the completion of the construction of the Capital
Improvement Project, or for clearance of title; (v) to execute
all applications and certificates in the name of the Recipient
which may be required by the Construction Contract or
documents entered into in connection therewith; (vi) to
prosecute and defend all actions and proceedings in
connection with the Property or the construction of the Capital
Improvement Project and to take such action and require such
performance necessary; and (vii) to do any and every act
which the Recipient might do in its own behalf with regard to
completion of the construction of the Capital Improvement
Project. In no event shall the Department be required to
expend its own funds to complete the Capital Improvement
Project if the remaining Program Funds are insufficient, but
the Department may, at its option, advance such funds.
IIG Program Round 10 —Catalytic QIA Page 21 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
d. Stoppage of Construction. Upon an Event of Default specified
in subsections (b)(i), (b)(iv) or (g)(iv) of Section 21, the
Department may order immediate stoppage of construction
and demand that the condition be corrected, notwithstanding
any right of Recipient under this Agreement to correct or
insure against such defects. After issuance of such an order
in writing, no further work shall be done on the Capital
Improvement Project without the prior written consent of the
Department and until said condition has been fully corrected.
e. Curing of Defaults by Disbursement of Program Funds. Upon
the happening of any Event of Default that may be cured by
payment of money, the Department shall have the right to
make such payment from Program Funds. If the payment of
any such sums may, in the Department's good faith
determination, result in the reduction in the total amount of
remaining Program Funds below that required to complete
construction of the Capital Improvement Project, the amount
which the Department determines in good faith to be
necessary to provide for such completion shall be deposited
by Recipient with the Department or in such account as the
Department may designate, within ten (10) days after written
demand therefore by the Department.
Judgment for Specific Performance; Appointment of a
Receiver. Upon the occurrence of an Event of Default, the
Department may seek an order for specific performance in
any court of competent jurisdiction or may apply to any such
court for the appointment of a receiver to take over and
complete construction of the Capital Improvement Project or
Housing Development(s) in accordance with the terms of the
Grant Documents, or for such other relief as may be
appropriate.
23. Right to Advance or Post Program Funds. Where disputes have
arisen which, in the good faith opinion of the Department, may
endanger timely completion of the Capital Improvement Project or
fulfillment of any condition precedent or covenant herein or result in
lien claims against the Property or the Capital Improvement Project,
the Department may agree to advance Program Funds for the
account of Recipient without prejudice to Recipient's rights, if any, to
recover said funds from the party to whom paid. Such agreement or
agreements may take the form which the Department, in its
discretion, deems proper, including, but without limiting the
IIG Program Round 10 —Catalytic QIA Page 22 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
generality of the foregoing, agreements to indemnify a title insurer
against possible assertion of lien claims, agreements to pay disputed
amounts to the Contractor or any potential lien claimant in the event
Recipient is unable or unwilling to pay the same, and the like. All
sums paid or agreed to be paid pursuant to such undertaking shall
be for the account of Recipient, and Recipient agrees to reimburse
the Department for any such payments made upon demand
therefore with interest at the rate of ten (10%) percent per annum, or
such lower rate of interest as may be approved by the Department,
from the date of payment until date of reimbursement. Nothing in this
or any other section of this Agreement shall be construed to require
the Department to advance monies over and above the amount of
the Program Funds, though the Department may, at its option,
advance such amounts.
24. Right of Contest. Recipient shall have the right to contest in good
faith any claim, demand, levy or assessment the assertion of which
would constitute an Event of Default hereunder. Any such contest
shall be prosecuted diligently and in a manner unprejudicial to the
Department or the rights of the Department hereunder. Upon
demand by the Department, Recipient shall make suitable provision
by deposit of funds with the Department or by bond or by title
insurance or other assurance satisfactory to the Department for the
possibility that the contest will be unsuccessful. Such provision shall
be made five (5) days after demand therefore, and, if made by
deposit of funds with the Department, the amount so deposited shall
be disbursed in accordance with the resolution of the contest either
to Recipient or the adverse claimant.
25. Rights Cumulative, No Waiver. All the Department's rights and
remedies provided in the Grant Documents, granted by law or
otherwise, are cumulative and, except as provided herein, may be
exercised by the Department at any time. No waiver shall be implied
from any failure of the Department to take, or any delay by the
Department in taking, action concerning any Event of Default or
failure of condition under the Grant Documents, or from any previous
waiver of any similar or unrelated Event of Default or failure of
condition. Any waiver or approval under any of the Grant Documents
must be in writing and shall be limited to its specific terms.
26. Attorneys' Fees; Enforcement. If any attorney, including the
California Attorney General, is engaged by the Department to
enforce, construe or defend any provision of any of the Grant
Documents, or as a consequence of any Event of Default not cured
hereunder or default under any other Department document, with or
IIG Program Round 10 —Catalytic QIA Page 23 of 45
NOFA: Phase I-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
without the filing of any legal action or proceeding, Recipient shall
pay to the Department, immediately upon demand, the amount of all
attorneys' fees and costs incurred by the State in connection
therewith, together with interest thereon from the date of such
demand at the rate of ten (10%) percent per annum.
27. Enforcement of the Construction Contract. The parties hereto agree
that the Department shall have, and is hereby assigned, the right of
the Recipient to enforce the provisions of the Construction Contract
and all documents related thereto in the event, as determined by the
Department, in its sole discretion, that the Recipient fails, refuses, or
is otherwise unable to enforce them. The Department shall notify the
Recipient, in writing, of its determination to effect this assignment,
specifying the reasons therefor, at least fifteen (15) days prior to the
Department's undertaking any such action.
28. Indemnification and Waiver.
a. Indemnification. Recipient agrees to indemnify the
Department and its agents, employees and officers against,
and hold the Department and its agents, employees and
officers harmless from, any losses, damages, liabilities,
claims, actions, judgments, court costs and legal or other
expenses (including attorneys' fees), of every name, kind and
description, which the Department may incur as a direct or
indirect consequence of: (i) the making of the grant to the
Recipient, except for violations of banking laws or regulations
by the Department; (ii) Recipient's failure to perform any
obligations as and when required by this Agreement or any of
the Grant Documents; (iii) any failure at any time of any of
Recipient's representations or warranties to be true and
correct; (iv) any act or omission by Recipient, any Developer,
any contractor, subcontractor, material supplier, engineer,
architect or other person or entity with respect to the Property,
the Capital Improvement Project or Housing Development(s);
or (v) the presence of hazardous substances on or at the
Property, the Capital Improvement Project or the Housing
Development(s). Recipient shall pay immediately upon the
Department's demand any amounts owing under this
indemnity together with interest from the date the
indebtedness arises until paid at the rate of ten percent (10%)
per annum. The duty of the Recipient to indemnify and hold
harmless includes the duties to defend as set forth in Section
2778 of the Civil Code. Recipient shall indemnify and hold
harmless the Department and its agents, officers and
IIG Program Round 10 —Catalytic QIA Page 24 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
employees as set forth herein regardless of the existence or
degree of fault or negligence whether active or passive,
primary or secondary on the part of the Department or the
Recipient or their respective agents, officers, employees,
Developers, contractors or subcontractors; provided,
however, that Recipient's duty to indemnify and hold harmless
hereunder shall not extend to liability arising from gross
negligence or willful misconduct of the Department.
Recipient's duty to indemnify the Department shall survive the
term of this Agreement or the cancellation of the Standard
Agreement.
b. Waiver and Release. The Recipient waives and releases any
and all rights to any types of express or implied indemnity
against the Department or its agents, officers or employees.
C. Waiver. The Recipient expressly waives the protections of
Section 1542 of the Civil Code in relation to subsections (a)
and (b) above.
29. Further Assurances. At the Department's request and at Recipient's
expense, Recipient shall execute, acknowledge and deliver any
other instrument and perform any other act necessary, desirable or
proper (as determined by the Department) to carry out the purpose
of the Grant Documents or to perfect and preserve any liens or
covenants created by the Grant Documents.
30. Notices. All written notices and demands under the Grant
Documents shall be deemed served upon delivery or, if mailed, upon
the date shown on the delivery receipt (or the date on which delivery
was refused as shown on the delivery receipt) after deposit in United
States Postal Service certified mail, postage prepaid, return receipt
requested, or after delivery or attempted delivery by an express
delivery service, and addressed to the address of Recipient or to the
primary place of business or the mailing address of the Department,
as applicable, appearing below. Notice of change of address may be
given in the same manner, provided Recipient's address shall be in
the State of California or the state where Recipient's principal place
of business is located, as represented to the Department in the Grant
Documents.
Recipient's Address:
Georgeanne A. White, City Manager
City of Fresno
2600 Fresno Street
Fresno, CA 93721
IIG Program Round 10 —Catalytic QIA Page 25 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
Department's Address:
Kim Losoya, Branch Chief
Loan Closing Branch
Division of State Financial Assistance
Department of Housing and Community Development
651 Bannon Street, Suite 400
Sacramento, California 95811
31. Amendments and Additional Aqreements. This Agreement shall not
be altered or amended except in writing executed by all parties. The
Recipient agrees that any other agreements entered into by the
Recipient relating to the performance of this Agreement shall be
subject to the written approval of the Department.
32. Books and Records. Recipient shall maintain complete books of
accounts and other records for the Project and for the use of the
Program Funds; including, but not limited to, records of preliminary
notices, lien releases, invoices and receipts, and certificates of
insurance pertaining to the Contractor and each subcontractor; and
the same shall be available for inspection and copying by the
Department upon reasonable notice to Recipient.
33. No Third Parties Benefited. No person other than the Department
and Recipient and their permitted successors and assigns shall have
any right of action under any of the Grant Documents.
34. Authority to File Notices. At any time subsequent to the funding of
the Program Funds, Recipient irrevocably appoints and authorizes
the Department, as Recipient's attorney -in -fact, which agency is
coupled with an interest, to execute and record, on either of them, in
the Department's or Recipient's name, any notices, instruments or
documents that the Department deems appropriate to protect the
Department's interest under any of the Grant Documents.
35. Actions. At any time after the initial disbursement of Program Funds,
the Department may commence, appear in or defend any action or
proceeding purporting to affect the Property, the Capital
Improvement Project, the Housing Development(s) or the Grant
Documents, or the rights, duties or liabilities of Recipient or the
Department under the Grant Documents. In exercising this right, the
Department may incur or incur and pay reasonable costs and
expenses including, without limit, attorneys' fees and court costs and
Recipient agrees to pay all such expenses so incurred and reimburse
the Department for any expenses so paid.
IIG Program Round 10 —Catalytic QIA Page 26 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
36. Relationship of Parties. The relationship of Recipient and the
Department under the Grant Documents is, and shall at all times
remain, solely that of Recipient as the Grantee and Department as
Grantor. The Department neither undertakes nor assumes any
responsibility or duty to Recipient or to any third party with respect to
the Property, the Capital Improvement Project or the Housing
Development(s), except as expressly provided in the Grant
Documents.
37. Assignment of Grant Documents. The Recipient shall not assign any
interest, or any portion thereof, under the Grant Documents, or in any
monies due or to become due thereunder, without the Department's
prior written consent. Any such assignment made without the
Department's consent shall be void. Recipient recognizes that this is
not a commercial loan and that the Department would not make the
grant except in reliance on Recipient's expertise and reputation. In
this instance, the work to be funded has not been performed at the
time of grant approval and the Department is relying on Recipient's
expertise and prior experience to construct and develop the Capital
Improvement Project and Housing Development(s) in accordance
with the terms of the Grant Documents.
38. Restrictions on Transfer of the Project and Interest in Recipient.
Recipient shall not assign, sell, transfer or convey any interest held
by the Recipient in the Capital Improvement Project or the Housing
Development(s), and agrees to ensure that its Developer(s) shall not
assign, sell, transfer or convey any interest held by the Develop in
any portion of the Project site(s),except as provided for in this
Agreement, without the Department's prior written consent.
Recipient shall promptly notify the Department of such transfers and
shall provide the Department with any documents respecting such
transfer as the Department may reasonably request.
39. Integrated Agreement. This Agreement is made for sole benefit and
protection of the parties hereto and no other person or persons shall
have any right of action or right to rely hereon. As this Agreement
contains all the terms and conditions agreed upon between the
parties, no other agreement regarding the subject matter thereof
shall be deemed to exist or bind any party unless in writing and
signed by the party to be charged. Notwithstanding the foregoing
sentence or any other provision of this Agreement, this Agreement
does not supersede and shall not be deemed to amend any
Department Grant Documents.
IIG Program Round 10 —Catalytic QIA Page 27 of 45
NOFA: Phase I-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
40. Termination of this Disbursement Agreement. This Agreement shall
terminate upon the expiration of the Standard Agreement.
41. Binding Effect. This Agreement shall be binding on and inure to the
benefit of the parties to this Agreement and their heirs, personal
representatives, successors, and assigns, except as otherwise
provided in this Agreement.
42. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of California. All code
references herein refer to the California Codes, unless specifically
indicated otherwise.
43. Titles and Captions. Titles or captions contained herein are inserted
as a matter of convenience and for reference, and in no way define,
limit, extend or describe the scope of this Agreement or any
provisions hereof.
44. Interpretation. No provision in this Agreement is to be interpreted for
or against either party because that party or his legal representatives
drafted such provision.
45. Waiver, Amendments. No breach of any provisions hereof may be
waived unless in writing. Waiver of any breach of any provisions
hereof shall not be deemed to be a waiver of any other breach of the
same or any other provisions hereof. This Agreement may be
amended only by a written agreement executed by the parties in
interest at the time of the modification.
46. Severance. If any provision of this Agreement is determined by a
court of competent jurisdiction, to be illegal, invalid, or
unenforceable, such provisions will be deemed to be severed and
deleted from the Agreement, as a whole and neither such provisions,
nor its severance and deletion shall in any way affect the validity of
the remaining provisions of this Agreement.
47. Voluntary Agreement. The parties hereto, and each of them, further
represent and declare that the parties carefully read this Agreement
and the parties know the contents thereof, and that the parties sign
the same freely and voluntarily.
48. Attorney's Fees. In the event of any dispute between the parties
regarding this Agreement, the prevailing party shall be entitled to
recover costs and expenses, including but not limited to reasonable
attorneys' fees.
IIG Program Round 10 —Catalytic QIA Page 28 of 45
NOFA: Phase I-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
49. Non -Discrimination. In the performance of this Agreement, Recipient
shall not discriminate against any provider, or potential provider, on
the basis of race, color, religion, ancestry, sex, age, national origin,
physical handicap or any other arbitrary factor.
50. Incorporation. The following Exhibits, all attached hereto, are hereby
incorporated into this Agreement:
Exhibit A:
Legal Description
Exhibit B:
Scope of Work
Exhibit C:
Sources and Uses of Funds (CIP)
Exhibit C - 1
Sources and Uses of Funds (QIP)
Exhibit D:
Disbursement Schedule
Exhibit E:
Insurance Requirements
Exhibit F:
Special Conditions
[Remainder of this page is blank. Signatures follow on next page.]
IIG Program Round 10 — Catalytic QIA Page 29 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
IN WITNESS WHEREOF, the Department and Recipient have executed this
Disbursement Agreement as of the date set forth above.
Provide Signature Blocks
Recipient
CITY OF FRESNO,
a municipal corporation
DocuSigned by:
By. 9/4/2025
Georgeanne A. White,
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
Signed by.
By. r N �AywU' ,lAV, 9/4/2025
racy arvanian Date
Assistant City Attorney
ATTEST:
TODD STERMER, MMC
City Clerk
DocuSigned by:
By 9/5/2025
Date
Deputy
Department:
Department of Housing and Community Development,
a public agency of the State of California
in
Jim Claybaugh, Loan Closing Manager
IIG Program Round 10 — Catalytic QIA
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Page 30 of 45
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
Exhibit "A" to Disbursement Agreement
Qualifying Infill Area Description
a �;l J • +•
v�
R
4�. -.� 2. I s • f \
j000l�'
• 1F-
IIG Program Round 10 —Catalytic QIA Page 31 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
v . . ♦ i� pdi �� � � y r
IIG Program Round 10 —Catalytic QIA Page 32 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
Exhibit "B" to Disbursement Agreement
Capital Improvement Project Scope of Work
CIP 1: Water and Sewer Improvements in Downtown
Increase capacity of the sanitary sewer system, rehabilitate existing sewer
infrastructure. The capital improvements will include the installation of 3,568
linear feet of 12-inch sewer main in Tuolumne, Fulton, and F Streets;
rehabilitation of 429 linear feet of 10-inch sewer main in G Street; rehabilitation of
965 linear feet of 24-inch sewer main in H Street; rehabilitation of 1,090 linear
feet of 30-inch sewer main, 6,170 linear feet of 36-inch sewer main, and 1,182
linear feet of 42-inch sewer main immediately south of the CQIA area that convey
the flows out of the CQIA area. Ancillary work of trench resurfacing, manhole
replacements and upgrades,
Upsize water mains, relocate water system infrastructure, and install the meter
boxes. Installation of 4,309 linear feet of 24-inch water main in H Street;
installation of 10,632 linear feet of 16-inch water main along Calaveras, Fulton,
Tuolumne, Van Ness, Tulare, F, and Mono Streets and Mariposa Plaza;
installation of 1,400 linear feet of 12-inch water main in G Street and Federal
Alley. Ancillary work of: trench resurfacing, service, meter box and hydrant
replacements and upgrades, road striping and surfacing replacements. Alleyway
water infrastructure will be removed and replaced by underground service
connections to the newly installed water mains.
CIP 2: Street Work at Tuolumne and Van Ness
Street work improvements include site preparation such as clearing, grubbing,
demolition, erosion/weed control, and fugitive dust management; surface
improvements to the curb, gutter and sidewalk and installation of pedestrian scale
lighting, urban greening and a landscape irrigation system. The installation of eight
pedestrian push buttons at Tuolumne and Van Ness.
CIP 3: Structured Parking on North End — Surface Lot 2
The structured parking of 234 stalls will accommodate affordable units developed
towards the north end of the CQIA area.
IIG Program Round 10 —Catalytic QIA Page 33 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
Exhibit "C" to Disbursement Agreement
Sources and Uses of Funds
Capital Improvement Project Budget
INFRASTRUCTURE DEVELOPMENT BUDGET #1
Water and Sewer Improvements
COSTS CATEGORY
INFILL GRANT
Total Site Preparation Costs
$2,147,600
Total Site Utilities Costs
$17,681 ,842
Total Surface Improvements Costs
$3,500,200
Total Soft Costs
$4,299,600
Total Other Asset Costs
$3,490,1 79
TOTAL PROJECT COSTS
$31,119,421
INFRASTRUCTURE DEVELOPMENT BUDGET #2
Street Work at Tuolumne and Van Ness
COSTS CATEGORY
INFILL GRANT
Total Site Acquisition Costs
$9,000
Total Site Preparation Costs
$154,300
Total Site Utilities Costs
$72,300
Total Surface Improvements Costs
$311,700
Total Landscape and Amenities Costs
$39,200
Total Parking Costs
$6,000
Total Soft Costs
$261,815
Total Other Asset Costs
$59,400
TOTAL PROJECT COSTS
$913,715
IIG Program Round 10 -Catalytic QIA Page 34 of 45
NOFA: Phase I-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
INFRASTRUCTURE DEVELOPMENT BUDGET#3
Structured Parking on North End
COSTS CATEGORY
Total Parking Costs
TOTAL PROJECT COSTS
IIG Program Round 10 —Catalytic QIA
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
INFILL GRANT
$111,700,000
$111,700,000
Page 35 of 45
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
Exhibit "D" to Disbursement Agreement
Disbursement Schedule
Activity
Nov-25
Dec-25
Jan-26
Feb-26
Mar-26
Apr-26
SITE ACQUISITION
$9.000.00
$0.00
$0.00
$0.00
$0.00
$0.00
SITE PREPARATION
$0.00
$0.00
$70,212.50
$70,212.50
$167.512.50
$167,512.50
UTILITIES
$0.00
$0.00
$9.000.00
$9,000.00
$17369,100.00
$1.369,100.00
SURFACE IMPROVEMENTS
$0.00
$0.00
$38,900.00
$38,900.00
$308.100.00
$308.100.00
LANDSCAPE
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
PARKING
$0.00
$0.00
$0.00
$0.00
$270.676.14
$879,178.76
SOFT COSTS
$98.816.95
$1.264.22
$20,214.84
$1.382.822.72
$246,136.85
$246,136.85
OTHER CAPITAL ASSET COSTS
$0.00
$0.00
$7,425.00
$77425.00
$2757925.00
$275,925.00
Total
$107,817
$1,264
$145,752
$1,508,360
$2,637,450
$3,245,953
Activity
Ma -26
Jun-26
Jul-26
Au -26
Se -26
Oct-26
SITE ACQUISITION
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
SITE PREPARATION
$1677512.50
$167,512.50
$1671512.50
$167.512.50
$165.200.00
$165.200.00
UTILITIES
$1,369.100.00
$11369,100.00
$1.369,100.00
$1.369.400.00
$1.360.100.00
$1.360.100.00
SURFACE IMPROVEMENTS
$308,100.00
$308.100.00
$3087100.00
$308.600.00
$269,200.00
$269,200.00
LANDSCAPE
$0.00
$13,066.00
$13,066.00
$131068.00
$0.00
$0.00
PARKING
$879J 78.76
$879.178.76
$882,178.76
$882J78.76
$879.178.76
$879,178.76
SOFT COSTS
$246.136.85
$246.136.85
$2467136.85
$246,151.85
$225.922.00
$225.922.00
OTHER CAPITAL ASSET COSTS
$275,925.00
$275,925.00
$275.925.00
$275.925.00
$268,500.00
$268.500.00
Total
$3,245,953
$3,259,019
$3,262,019
$3,262,836
$3,168,101
$3,168,101
Activity
Nov-26
Dec-26
Jan-27
Feb-27
Feb-27
A r-27
SITE ACQUISITION
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
SITE PREPARATION
$1657200.00
$165,200.00
$165,200.00
$165.200.00
$165,200.00
$0.00
UTILITIES
$1,360,100.00
$1,360,100.00
$1.360,100.00
$1.360,100.00
$11360,642.00
$0.00
SURFACE IMPROVEMENTS
$269,200.00
$269,200.00
$269,200.00
$269,200.00
$269,800.00
$0.00
LANDSCAPE
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
PARKING
$879,178.76
$879.178.76
$879,178.76
$879,178.76
$879,178.76
$879,178.76
SOFT COSTS
$225,922.00
$225,922.00
$225,922.00
$225.922.00
$225,928.13
$0.00
OTHER CAPITAL ASSET COSTSI
$268,600.00
1 $268,500.00
$268.500.00
$268.500.00
$268,179.00
$0.00
Totall
$3,168,1011
$3,168,101
$3,168,101
$3,168,101
$3,168,928
$879,179
Activity
Award
SITE ACQUISITION
$9,000.00
SITE PREPARATION
$2,301.900.00
UTILITIES
$17.754,142.00
SURFACE IMPROVEMENTS
$3,811,900.00
LANDSCAPE
$39,200.00
PARKING
$11.706,000.00
SOFT COSTS
$4,561,415.00
OTHER CAPITAL ASSET COSTS
$3,549,579.00
Total
$43,733,136.00
IIG Program Round 10 -Catalytic QIA Page 36 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
Exhibit "E" to Disbursement Agreement
Insurance Requirements
These insurance requirements govern insurance coverage on the Capital
Improvement Project improved using infrastructure grant funding from the
Department's Infill Infrastructure Grant Program. The Department reserves
the right to revise and vary these requirements based on, among other items,
the availability of coverage, current insurance industry standards and
concerns specific to the insured property.
Recipients of Department infrastructure grants are responsible for carrying
the minimum required insurance coverage according to this Disbursement
Agreement. Insurance coverage meeting the following requirements will be
deemed by the Department to be in compliance with this Disbursement
Agreement.
Submit a certificate of insurance (or other evidence) that acknowledges the
Department's security interest and has appropriate coverage in force for
property and liability exposures as follows:
1. GENERAL REQUIREMENTS:
a. Copy of its commercial general liability policy and its excess policy
or binder until such time as a policy is available, including the
declarations page, applicable endorsements, riders, and other
modifications in effect at the time of contract execution. Standard
ISO form No. CG 0001 or similar exclusions are allowed if not
inconsistent with Section 2, "Indemnification and Insurance."
Allowance of additional exclusions is at the discretion of the
Department.
b. Certificate of insurance showing all other required coverages.
Certificates of insurance, as evidence of required insurance for the
auto liability and any other required policy, shall set forth deductible
amounts applicable to each policy and all exclusions that are added
by endorsement to each policy. The evidence of insurance shall
provide that no cancellation, lapse, or reduction of coverage will
occur without 10 days prior written notice to the Department.
C. A declaration under the penalty of perjury by a certified public
accountant certifying the accountant has applied Generally Accepted
Accounting Principles (GAAP) guidelines confirming the Recipient
has sufficient funds and resources to cover any self -insured
retentions if the self -insured retention is $50,000 or higher.
IIG Program Round 10 —Catalytic QIA Page 37 of 45
NOFA: Phase I-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
d. If the Recipient uses any form of self-insurance for workers
compensation in lieu of an insurance policy, it shall submit a
certificate of consent to self -insure in accordance with the provisions
of Section 3700 of the Labor Code.
2. INDEMNIFICATION AND INSURANCE:
The Contractor's obligations regarding indemnification of the State of
California and the requirements for insurance shall conform to the
provisions in Section 2(a), "Indemnification," and Section 2(b), "Insurance,"
of Section 2.
a. INDEMNIFICATION
1. The Contractor shall defend, indemnify, and save harmless
the State, including its officers, employees, and agents
(excluding agents who are design professionals) from any and
all claims, demands, causes of action, damages, costs,
expenses, actual attorneys' fees, losses or liabilities, in law or
in equity arising out of or in connection with the Contractor's
performance of this contract for:
2. Bodily injury including, but not limited to, bodily injury,
sickness or disease, emotional injury or death to persons,
including, but not limited to, the public, any employees or
agents of the Contractor, the State, or any other contractor;
and
3. Damage to property of anyone including loss of use thereof;
caused or alleged to be caused in whole or in part by any
negligent or otherwise legally actionable act or omission of the
Contractor or anyone directly or indirectly employed by the
Contractor or anyone for whose acts the Contractor may be
liable.
4. Except as otherwise provided by law, these requirements
apply regardless of the existence or degree of fault of the
State. The Contractor is not obligated to indemnify the State
for Claims arising from conduct delineated in Civil Code
Section 2782 and to Claims arising from any defective or
substandard condition of the highway that existed at or before
the start of work, unless this condition has been changed by
the work or the scope of the work requires the Contractor to
maintain existing highway facilities and the Claim arises from
the Contractor's failure to maintain. The Contractor's defense
and indemnity obligation shall extend to Claims arising after
IIG Program Round 10 —Catalytic QIA Page 38 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
the work is completed and accepted if the Claims are directly
related to alleged acts or omissions by the Contractor that
occurred during the course of the work. State inspection is
not a waiver of full compliance with these requirements.
5. The Contractor's obligation to defend and indemnify shall not
be excused because of the Contractor's inability to evaluate
liability or because the Contractor evaluates liability and
determine that the Contractor is not liable. The Contractor
shall respond within 30 days to the tender of any Claim for
defense and indemnity by the State, unless this time has been
extended by the State. If the Contractor fails to accept or reject
a tender of defense and indemnity within 30 days, in addition
to any other remedy authorized by law, the Department may
withhold such funds the State reasonably considers
necessary for its defense and indemnity until disposition has
been made of the Claim or until the Contractor accepts or
rejects the tender of defense, whichever occurs first.
6. With respect to third -party claims against the Contractor, the
Contractor waives all rights of any type to express or implied
indemnity against the State, its officers, employees, or agents
(excluding agents who are design professionals).
7. Nothing in the Contract is intended to establish a standard of
care owed to any member of the public or to extend to the
public the status of a third -party beneficiary for any of these
indemnification specifications.
b. INSURANCE
1. Nothing in the contract is intended to establish a standard of
care owed to any member of the public or to extend to the
public the status of a third -party beneficiary for any of these
insurance specifications.
C. CASUALTY INSURANCE
The Contractor shall procure and maintain insurance on all of
its operations with companies acceptable to the State as
follows:
A. The Contractor shall keep all insurance in full force and
effect from the beginning of the work through contract
acceptance.
B. All insurance shall be with an insurance company with
a rating from A.M. Best Financial Strength Rating of A -
or better and a Financial Size Category of VII or better.
IIG Program Round 10 —Catalytic QIA Page 39 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
C. The Contractor shall maintain completed operations
coverage with a carrier acceptable to the State through
the expiration of the patent deficiency in construction
statute of repose set forth in Code of Civil Procedure
Section 337.1.
d. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
INSURANCE
1. In accordance with Labor Code Section 1860, the Contractor
shall secure the payment of worker's compensation in
accordance with Labor Code Section 3700.
2. In accordance with Labor Code Section 1861, the Contractor
shall submit to the Department the following certification
before performing the work:
A. I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for workers' compensation or to
undertake self-insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of the
work of this contract.
3. Contract execution constitutes certification submittal.
4. The Contractor shall provide Employer's Liability Insurance in
amounts not less than:
A. $1,000,000 for each accident for bodily injury by
accident
B. $1,000,000 policy limit for bodily injury by disease
C. $1,000,000 for each employee for bodily injury by
disease
5. If there is an exposure of injury to the Contractor's employees
under the U.S. Longshoremen's and Harbor Workers'
Compensation Act, the Jones Act, or under laws, regulations,
or statutes applicable to maritime employees, coverage shall
be included for such injuries or claims.
e. GENERAL LIABILITY INSURANCE
1. The Contractor shall carry General Liability and Umbrella or
Excess Liability Insurance covering all operations by or on
behalf of the Contractor providing insurance for bodily injury
IIG Program Round 10 —Catalytic QIA Page 40 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
liability and property damage liability for the following limits
and including coverage for:
A. Premises, operations, and mobile equipment
B. Products and completed operations
C. Broad form property damage (including completed
operations)
D. Explosion, collapse, and underground hazards
E. Personal injury
F. Contractual liability
2. The Contractor shall not require certified Small Business
subcontractors to carry Liability Insurance that exceeds the
limits in Section 2(f)(1), "Liability Limits/Additional Insureds,"
of these specifications. The maximum required Liability
Insurance limits in Section 2(f)(1), "Liability Limits/Additional
Insureds," of these specifications shall apply to certified Small
Business subcontractors for work performed on the project,
regardless of tier. The provisions of Section 2(f)(1), "Liability
Limits/Additional Insureds," shall be included in all
subcontracts for all tiers.
f. LIABILITY LIMITS/ADDITIONAL INSUREDS
1. The limits of liability shall be at least the amounts shown in the
following table:
IIG Program Round 10 —Catalytic QIA Page 41 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
Construction
For Each
Aggregate for
General
Umbrella or
Contract
Occurrence
Products/
Aggregate2
Excess
Amount 4
1
Completed
Liability3
Operation
:5$1, 000, 000
$1, 000, 000
$2,000,000
$2,000,000
$5, 000, 000
>$1,000,000
:5$15,000,000
$1,000,000
$2,000,000
$2,000;000
$10,000,000
>$15,000,000
:5$25,000,000
$2,000,000
$2,000,000
$4,000,000
$15,000,000
>$25,000,000
$2,000,000
$2,000,000
$4,000,000
$25,000,000
1. Combined single limit for bodily injury and property damage.
2. This limit shall apply separately to the Contractor's work under this
contract.
3. The umbrella or excess policy shall contain a clause stating that it
takes effect (drops down) in the event the primary limits are impaired or
exhausted.
4. "Construction Contract Amount" is the total amount of the construction
contract all or a portion of which is funded with IIG funds.
2. The State, including its officers, directors, agents (excluding
agents who are design professionals), and employees, shall
be named as additional insureds under the General Liability
and Umbrella Liability Policies with respect to liability arising
out of or connected with work or operations performed by or
on behalf of the Contractor under this contract. Coverage for
such additional insureds does not extend to liability:
A. Arising from any defective or substandard condition of
the roadway which existed at or before the time the
Contractor started work, unless such condition has
been changed by the work or the scope of the work
requires the Contractor to maintain existing roadway
facilities and the claim arises from the Contractor's
failure to maintain;
B. For claims occurring after the work is completed and
accepted unless these claims are directly related to
alleged acts or omissions of the Contractor that
occurred during the course of the work; or
C. To the extent prohibited by Insurance Code
Section 11580.04
3. Additional insured coverage shall be provided by a policy
provision or by an endorsement providing coverage at least
as broad as Additional Insured (Form B) endorsement form
IIG Program Round 10 — Catalytic QIA Page 42 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
CG 2010, as published by the Insurance Services Office
(ISO), or other form designated by the Department.
g. CONTRACTOR'S INSURANCE POLICY IS PRIMARY
The policy shall stipulate that the insurance afforded the additional
insureds applies as primary insurance. Any other insurance or
self-insurance maintained by the State is excess only and shall not
be called upon to contribute with this insurance.
h. AUTOMOBILE LIABILITY INSURANCE
The Contractor shall carry automobile liability insurance, including
coverage for all owned, hired, and non -owned automobiles. The
primary limits of liability shall be not less than $1,000,000 combined
single limit each accident for bodily injury and property damage. The
umbrella or excess liability coverage required under Section 2 (f)(1)
also applies to automobile liability.
POLICY FORMS, ENDORSEMENTS, AND CERTIFICATES
The Contractor shall provide its General Liability Insurance under
Commercial General Liability policy form No. CG0001 as published
by the Insurance Services Office (ISO) or under a policy form at least
as broad as policy form No. CG0001.
j. DEDUCTIBLES
The State may expressly allow deductible clauses, which it does not
consider excessive, overly broad, or harmful to the interests of the
State. Regardless of the allowance of exclusions or deductions by
the State, the Contractor is responsible for any deductible amount
and shall warrant that the coverage provided to the State is in
accordance with Section 2(b), "Insurance."
k. ENFORCEMENT
1. The Department may assure the Contractor's compliance with
its insurance obligations. Ten days before an insurance policy
lapses or is canceled during the contract period, the
Contractor shall submit to the Department evidence of
renewal or replacement of the policy.
2. If the Contractor fails to maintain any required insurance
coverage, the Department may maintain this coverage and
withhold or charge the expense to the Contractor or terminate
the Contractor's control of the work.
3. The Contractor is not relieved of its duties and responsibilities
to indemnify, defend, and hold harmless the State, its officers,
IIG Program Round 10 —Catalytic QIA Page 43 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
agents, and employees by the Department's acceptance of
insurance policies and certificates.
4. Minimum insurance coverage amounts do not relieve the
Contractor for liability in excess of such coverage, nor do they
preclude the State from taking other actions available to it,
including the withholding of funds under this contract.
IIG Program Round 10 —Catalytic QIA Page 44 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
Docusign Envelope ID: 439F369E-66F5-4266-9B43-163B2DAD2723
Exhibit "F" to Disbursement Agreement
Special Conditions
IIG Program Round 10 —Catalytic QIA Page 45 of 45
NOFA: Phase 1-11/30/22; Phase II - 3/15/23
Approved Date: 03/25/24
Prep Date: 09/02/25
09-05-2025 Downtown Fresno Catalytic - Final
IIG Disbursement Agreement (SIGNED) (003)
Final Audit Report 2025-09-08
Created: 2025-09-08
By: Cynthia Byrd (Cynthia.Byrd@hcd.ca.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAcPpmXvRHsK-dkwze1SzzZpW4FSwaZZyR
"09-05-2025 Downtown Fresno Catalytic - Final IIG Disburseme
nt Agreement (SIGNED) (003)" History
Document digitally presigned by DocuSign\, Inc. (enterprisesupport@docusign.com)
2025-09-05 - 4:13:59 PM GMT
Document created by Cynthia Byrd (Cynthia. Byrd@hcd.ca.gov)
2025-09-08 - 7:53:40 PM GMT
Document emailed to Jim Claybaugh (jim.claybaugh@hcd.ca.gov) for signature
2025-09-08 - 7:55:28 PM GMT
Email viewed by Jim Claybaugh Qim.claybaugh@hcd.ca.gov)
2025-09-08 - 7:55:46 PM GMT
o Document e-signed by Jim Claybaugh (jim.claybaugh@hcd.ca.gov)
Signature Date: 2025-09-08 - 8:29:52 PM GMT - Time Source: server
Agreement completed.
2025-09-08 - 8:29:52 PM GMT
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